<PAGE>

                                                                        EX. 10.2

                            INVENTORY AND RECEIVABLES
                           REVOLVING CREDIT AGREEMENT

                            Dated as of July 30, 2004

                                      Among

                            Silverleaf Resorts, Inc.,
                                  as Borrower,

                   The Lending Institutions Referred to Herein
                                    as Banks,

                                       and

                                 Sovereign Bank,
                                    as Agent

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                           <C>
1. DEFINITIONS AND RULES OF INTERPRETATION...............................................................................      1
      1.1.  Definitions..................................................................................................      1
      1.2.  Rules of Interpretation......................................................................................     23

2. THE REVOLVING CREDIT FACILITY.........................................................................................     24
      2.1.  Commitment to Lend...........................................................................................     24
      2.2.  Intentionally Omitted........................................................................................     25
      2.3.  The Notes....................................................................................................     25
      2.4.  Interest on Loans............................................................................................     26
      2.5.  Requests for Loans...........................................................................................     26
      2.6.  Funds for Loans..............................................................................................     26
            2.6.1.  Funding Procedures...................................................................................     26
            2.6.2.  Advances by Agent....................................................................................     27
      2.7.  Change in Borrowing Base; Ineligible Consumer Loans or Inventory.............................................     27
      2.8.  Repayments of Loans Prior to Event of Default................................................................     28
            2.8.1.  Credit for Funds Received in Borrower's Account......................................................     28
            2.8.2.  Application of Payments Prior to Event of Default....................................................     29
      2.9.  Repayments of Loans After Event of Default...................................................................     30
      2.10. Closing Fee..................................................................................................     30

3. REPAYMENT OF THE LOANS................................................................................................     30
      3.1.  Maturity.....................................................................................................     30
      3.2.  Mandatory Repayments of Loans................................................................................     30
      3.3.  Optional Repayments of Loans.................................................................................     31

4. CERTAIN GENERAL PROVISIONS............................................................................................     31
      4.1.  Funds for Payments...........................................................................................     31
            4.1.1.  Payments to Agent....................................................................................     31
            4.1.2.  No Offset, etc.......................................................................................     31
      4.2.  Computations.................................................................................................     32
      4.3.  Additional Costs, etc........................................................................................     32
      4.4.  Capital Adequacy.............................................................................................     33
      4.5.  Certificate..................................................................................................     34
      4.6.  Indemnity....................................................................................................     34
      4.7.  Interest After Default.......................................................................................     34
            4.7.1.  Overdue Amounts......................................................................................     34
            4.7.2.  Amounts Not Overdue..................................................................................     34

5.  SECURITY; SERVICING AGREEMENT; LOCK BOX AGREEMENT AND COLLATERAL CUSTODIAN AGREEMENT.................................     34
      5.1.  Collateral...................................................................................................     34
      5.2.  Lock Box Agreement...........................................................................................     34
      5.3.  Collateral Custodian.........................................................................................     35
      5.4.  Servicing Agreement..........................................................................................     35
</TABLE>

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                                      -ii-

<TABLE>
<S>                                                                                                                           <C>
      5.5.  Collateral Procedures........................................................................................     35
      5.6.  Eligible Projects............................................................................................     36
      5.7.  Security Interests in All Consumer Loan Collateral and the Eligible Inventory and other Consumer Loans.......     36
      5.8.  Substitution of Inventory....................................................................................     37
      5.9.  Cross Collateralization......................................................................................     37
      5.10. Release of Intervals from Inventory..........................................................................     37
      5.11. Subordination of First Refusal Rights........................................................................     38

6. REPRESENTATIONS AND WARRANTIES........................................................................................     38
      6.1.  Corporate Authority..........................................................................................     38
            6.1.1.  Incorporation; Good Standing.........................................................................     38
            6.1.2.  Authorization........................................................................................     38
            6.1.3.  Enforceability.......................................................................................     39
      6.2.  Approvals....................................................................................................     39
      6.3.  Associations.................................................................................................     39
      6.4.  Title to Properties; Leases..................................................................................     39
      6.5.  Assignability................................................................................................     39
      6.6.  Financial Statements and Business Condition..................................................................     40
            6.6.1.  Fiscal Year..........................................................................................     40
            6.6.2.  Financial Statements.................................................................................     40
      6.7.  No Material Changes, etc.....................................................................................     40
      6.8.  Operation of Business........................................................................................     40
      6.9.  Litigation...................................................................................................     40
      6.10. No Materially Adverse Contracts, etc.; No Defaults...........................................................     41
      6.11. Compliance with Other Instruments. Laws, etc.................................................................     41
      6.12. Tax Status...................................................................................................     41
      6.13. No Event of Default..........................................................................................     41
      6.14. Holding Company and Investment Company Acts..................................................................     42
      6.15. Absence of Financing Statements etc..........................................................................     42
      6.16. Perfection of Security Interest..............................................................................     42
      6.17. Certain Transactions.........................................................................................     42
      6.18. Employee Benefit Plans.......................................................................................     42
      6.19. Use of Proceeds..............................................................................................     42
            6.19.1.  General.............................................................................................     42
            6.19.2.  Regulations U and X.................................................................................     42
            6.19.3.  Ineligible Securities...............................................................................     43
      6.20. Environmental Compliance.....................................................................................     43
      6.21. Subsidiaries, etc............................................................................................     44
      6.22. Disclosure...................................................................................................     44
      6.23. The Projects.................................................................................................     45
      6.24. Sale of Intervals............................................................................................     45
      6.25. Tangible Property............................................................................................     45
      6.26. Real Property Taxes: Special Assessments.....................................................................     46
      6.27. Violations...................................................................................................     46
      6.28. Subordination................................................................................................     46
      6.29. Standby Servicer; Standby Manager............................................................................     46
      6.30. Inventory Control............................................................................................     46
</TABLE>

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                                     -iii-

<TABLE>
<S>                                                                                                                           <C>
      6.31. Operating Contracts..........................................................................................     46
      6.32. Heller and Textron Facilities................................................................................     46
      6.33. Foreign Assets Control Regulations, Etc......................................................................     46
      6.34. Inventory....................................................................................................     47
      6.35. Inventory Mortgages..........................................................................................     47
      6.36. No DZ Bank or Textron Consent................................................................................     47

7. AFFIRMATIVE COVENANTS OF THE BORROWER.................................................................................     47
      7.1.  Punctual Payment.............................................................................................     47
      7.2.  Maintenance of Office; Management............................................................................     47
      7.3.  Records and Accounts.........................................................................................     48
      7.4.  Financial Statements, Certificates and Information...........................................................     48
      7.5.  Notices......................................................................................................     52
            7.5.1.  Defaults.............................................................................................     52
            7.5.2.  Environmental Events.................................................................................     52
            7.5.3.  Notification of Claims Against Collateral............................................................     52
            7.5.4.  Notice of Litigation and Judgments...................................................................     53
            7.5.5.  Notice of Loss.......................................................................................     53
            7.5.6.  Notices Concerning Tax Treatment.....................................................................     53
      7.6.  Corporate Existence; Maintenance of Properties...............................................................     53
      7.7.  Insurance....................................................................................................     54
      7.8.  Taxes........................................................................................................     56
      7.9.  Inspection of Properties and Books, etc......................................................................     56
            7.9.1.  General; Audits and Fair Lending Review..............................................................     56
            7.9.2.  Collateral Reports...................................................................................     56
            7.9.3.  Appraisals...........................................................................................     57
            7.9.4.  Environmental Assessments............................................................................     57
            7.9.5.  Communication with Accountants.......................................................................     57
      7.10. Compliance with Laws, Contracts, Licenses, and Permits.......................................................     57
      7.11. Underwriting Criteria........................................................................................     58
      7.12. Agreements Constituting Collateral...........................................................................     58
      7.13. Subordination................................................................................................     58
      7.14. Sale of Intervals; Resort Ratings............................................................................     59
      7.15. Consumer Documents...........................................................................................     59
      7.16. Collection...................................................................................................     59
      7.17. Use of Proceeds..............................................................................................     59
      7.18. Bank Accounts................................................................................................     59
            7.18.1.  General.............................................................................................     59
            7.18.2.  Acknowledgment of Application.......................................................................     60
      7.19. Servicing Agreement and Lock Box Agreement...................................................................     60
      7.20. Standby Management Agreement; Standby Servicing Agreement....................................................     60
      7.21. Tangible Property............................................................................................     60
      7.22. Further Assurances...........................................................................................     60
      7.23. Sale or Securitizations of Notes Receivable..................................................................     60
      7.24. Heller Facility, Textron Facility, DZ Bank Securitization, Textron Securitization
            and Bond Holder Exchange Transaction.........................................................................     61
      7.25. Amenities....................................................................................................     61
</TABLE>

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                                      -iv-

<TABLE>
<S>                                                                                                                           <C>
      7.26. Maintenance of Inventory Control.............................................................................     61
      7.27. Maintenance..................................................................................................     61

8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER............................................................................     61
      8.1.  Restrictions on Indebtedness.................................................................................     61
      8.2.  Restrictions on Liens........................................................................................     62
      8.3.  Restrictions on Investments..................................................................................     64
      8.4.  Distributions................................................................................................     65
      8.5.  Merger, Consolidation........................................................................................     65
            8.5.1.  Mergers and Acquisitions.............................................................................     65
            8.5.2.  Disposition of Assets................................................................................     65
      8.6.  Sale and Leaseback...........................................................................................     66
      8.7.  Compliance with Environmental Laws...........................................................................     66
      8.8.  Subordinated Debt............................................................................................     66
      8.9.  Employee Benefit Plans.......................................................................................     66
      8.10. Business Activities..........................................................................................     67
      8.11. Fiscal Year; Jurisdiction of Organization....................................................................     67
      8.12. Transactions with Affiliates.................................................................................     67
      8.13. Bank Accounts................................................................................................     67
      8.14. Covenant Against Alienation..................................................................................     67
      8.15. Association Liens............................................................................................     67
      8.16. Time Share Instruments; Required Consumer Loan Documentation; Management Agreements..........................     67
      8.17. [Intentionally Omitted]......................................................................................     68
      8.18. Sale of Intervals............................................................................................     68
      8.19. [Intentionally Omitted]......................................................................................     68
      8.20. [Intentionally Omitted]......................................................................................     68
      8.21. Modification of Other Documents..............................................................................     68
      8.22. Loan Risk Ratio..............................................................................................     68
      8.23. Modified Payment Plans.......................................................................................     69
      8.24. Negative Pledge..............................................................................................     69
      8.25. Term of Consumer Loan Collateral.............................................................................     69

9. FINANCIAL COVENANTS OF THE BORROWER...................................................................................     69
      9.1.  Tangible Net Worth...........................................................................................     69
      9.2.  Marketing Expenses...........................................................................................     70
      9.3.  Minimum Loan Delinquency.....................................................................................     70
      9.4.  Debt Service.................................................................................................     70
      9.5.  Profitable Operations........................................................................................     70

10. CLOSING CONDITIONS...................................................................................................     70
      10.1. Loan Documents...............................................................................................     70
      10.2. Intercreditor Agreement......................................................................................     71
      10.3. Certified Copies of Charter Documents........................................................................     71
      10.4. Corporate Action.............................................................................................     71
      10.5. Incumbency Certificate.......................................................................................     71
      10.6. Validity of Liens............................................................................................     71
      10.7. UCC Search Results; Litigation Search........................................................................     71
</TABLE>

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                                      -v-

<TABLE>
<S>                                                                                                                           <C>
      10.8.  Title Insurance.............................................................................................     72
      10.9.  Certificates of Insurance...................................................................................     72
      10.10. Borrower's Account..........................................................................................     72
      10.11. Borrowing Base Certificate..................................................................................     72
      10.12. Opinion of Counsel..........................................................................................     72
      10.13. Title Policies on Inventory Mortgages.......................................................................     72
      10.14. Closing of Receivables Credit Agreement.....................................................................     72
      10.15. No Changes..................................................................................................     73
      10.16. No Material Change; Audited 2003 Financial Statements.......................................................     73
      10.17. Payment of Expenses and Closing Fee.........................................................................     73
      10.18. Management and Servicing Agreements.........................................................................     73

11. CONDITIONS TO ALL BORROWINGS.........................................................................................     73
      11A.   Conditions to All Loans.....................................................................................     73
      11A.1. Representations True: No Event of Default...................................................................     73
      11A.2. No Legal Impediment.........................................................................................     73
      11A.3. Governmental Regulation.....................................................................................     74
      11A.4. Proceedings and Documents...................................................................................     74
      11A.5. Borrowing Base Certificate..................................................................................     74
      11A.6. No Adverse Change...........................................................................................     74
      11A.7. Inventory Advances..........................................................................................     74
      11B.   Conditions to All Loans Against Consumer Loan Collateral....................................................     75
      11B.1. Lock Box Agreement..........................................................................................     75
      11B.2. Notices to Consumer Borrowers...............................................................................     75
      11B.3. Standby Servicing Agreement.................................................................................     75
      11B.4. Servicing Agreement.........................................................................................     75

12. EVENTS OF DEFAULT; ACCELERATION; ETC.................................................................................     76
      12.1.  Events of Default and Acceleration..........................................................................     76
      12.2.  Termination of Commitments..................................................................................     80
      12.3.  Remedies....................................................................................................     80
      12.4.  Standby Servicer and Standby Manager........................................................................     81
      12.5.  Distribution of Collateral Proceeds.........................................................................     82
      12.6.  Relief From Automatic Stay, Etc.............................................................................     84

13. SETOFF...............................................................................................................     84

14. THE AGENT............................................................................................................     85
      14.1.  Authorization...............................................................................................     85
      14.2.  General; Employees and Agents...............................................................................     86
      14.3.  No Liability................................................................................................     86
      14.4.  No Representations..........................................................................................     86
             14.4.1.  General............................................................................................     86
             14.4.2.  Consumer Loan Collateral...........................................................................     87
             14.4.3.  Closing Documentation, etc.........................................................................     87
      14.5.  Payments....................................................................................................     87
             14.5.1.  Payments to Agent..................................................................................     87
             14.5.2.  Distribution by Agent..............................................................................     88
</TABLE>

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                                      -vi-

<TABLE>
<S>                                                                                                                          <C>
             14.5.3.  Delinquent Banks...................................................................................     88
      14.6.  Holders of Notes............................................................................................     89
      14.7.  Indemnity...................................................................................................     89
      14.8.  Agent as Bank...............................................................................................     89
      14.9.  Resignation; Removal........................................................................................     89
      14.10. Notification of Defaults and Events of Default Notices......................................................     90
      14.11. Agent May File Proofs of Claim..............................................................................     90

15. EXPENSES AND INDEMNIFICATION.........................................................................................     91
      15.1.  Expenses....................................................................................................     91
      15.2.  Indemnification.............................................................................................     91
      15.3.  Survival....................................................................................................     92

16. SURVIVAL OF COVENANTS, ETC...........................................................................................     92

17. ASSIGNMENT AND PARTICIPATION.........................................................................................     93
      17.1.  Conditions to Assignment by Banks...........................................................................     93
      17.2.  Certain Representations and Warranties Limitations Covenants................................................     93
      17.3.  Register....................................................................................................     94
      17.4.  New Notes...................................................................................................     94
      17.5.  Participations..............................................................................................     95
      17.6.  Disclosure..................................................................................................     95
      17.7.  Assignee or Participant Affiliated with the Borrower........................................................     95
      17.8.  Miscellaneous Assignment Provisions.........................................................................     96
      17.9.  Assignment by Borrower......................................................................................     96

18. NOTICES, ETC.........................................................................................................     96

19. GOVERNING LAW........................................................................................................     97

20. HEADINGS.............................................................................................................     97

21. COUNTERPARTS.........................................................................................................     97

22. ENTIRE AGREEMENT, ETC................................................................................................     98

23. WAIVER OF JURY TRIAL.................................................................................................     98

24. CONSENTS, AMENDMENTS, WAIVERS, ETC...................................................................................     98

25. SEVERABILITY.........................................................................................................     99

26. NONCONSOLIDATION WITH SILVERLEAF FINANCE I, INC......................................................................     99

27. RELEASE..............................................................................................................    100

28. REPLACEMENT DOCUMENTS................................................................................................    100
</TABLE>

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                                     -vii-

EXHIBITS

Exhibit A             Form of Borrowing Base Certificate
Exhibit B             Form of Note
Exhibit C             Form of Loan Request
Exhibit D             Eligible Projects
Exhibit E             Form of Assignment and Acceptance
Exhibit F             Authorized Officers
Exhibit G             Form of Inventory Mortgage

SCHEDULES

Schedule 1            Banks; Commitments
Schedule 1.1(a)       Heller Documents
Schedule 1.1(b)       Textron Documents
Schedule 1.1(c)       DZ Bank Documents
Schedule 1.1(d)       Bond Holder Exchange Documents
Schedule 1.1(e)       Textron Securitization Documents
Schedule 2.1(e)       Executive Management
Schedule 6.9          Litigation
Schedule 6.10         Defaults
Schedule 6.20         Environmental Matters
Schedule 6.21(a)      Subsidiaries
Schedule 6.21(b)      Joint Ventures
Schedule 6.28         Affiliate Debt
Schedule 6.30         Inventory Control Procedures
Schedule 7.7          Project Title Policies
Schedule 7.13         Affiliate Fees
Schedule 7.14         Jurisdictions of Sales of Intervals
Schedule 8.1          Indebtedness
Schedule 8.2          Liens
Schedule 11.9         Interval Recording Information

<PAGE>

                            INVENTORY AND RECEIVABLES
                           REVOLVING CREDIT AGREEMENT

      This INVENTORY AND RECEIVABLES REVOLVING CREDIT AGREEMENT is made as of
July 30, 2004 by and among Silverleaf Resorts, Inc., a Texas corporation (the
"BORROWER") having its principal place of business at 1221 Riverbend, Suite 120,
Dallas, Texas 75247, and Sovereign Bank, a federally chartered savings bank, and
any other lending institutions listed on SCHEDULE 1, and Sovereign Bank, a
federally chartered savings bank, as agent for itself and such other lending
institutions.

      WHEREAS, Sovereign Bank has agreed to provide the Borrower with an
inventory and receivables revolving credit facility, pursuant to and on the
terms and conditions set forth herein;

      WHEREAS, Sovereign Bank is also party to that certain Second Amended and
Restated Revolving Credit Agreement of even date herewith among the Borrower,
Sovereign Bank, as agent, Sovereign Bank and the other lending institutions that
are or may become party thereto, as lenders, as the same may be amended, amended
and restated or modified and in effect from time to time (the "RECEIVABLES
CREDIT AGREEMENT"); and

      WHEREAS, in connection with this Agreement, the Borrower has agreed to
provide the Agent, for the benefit of the Banks, with a second lien on the
primary collateral securing the Receivable Credit Facility, as well as to
provide Sovereign Bank, as agent under the Receivables Credit Agreement, with a
second lien on the Consumer Loan Collateral and the Inventory Collateral
securing the Loans made pursuant to this Credit Agreement;

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

      1.1. DEFINITIONS. The following terms shall have the meanings set forth in
this Section 1 or elsewhere in the provisions of this Credit Agreement referred
to below:

      Affiliate. Any Person that would be considered to be an affiliate of the
Borrower under Rule 144(a) of the Rules and Regulations of the Securities and
Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

      Agent. Sovereign Bank, acting as agent for the Banks, or any successor
agent appointed in accordance with the terms hereof.

<PAGE>
                                      -2-

      Agent's Office. The Agent's office located at 1 Financial Plaza, Mail
Code: RI1-TWR-03-20, Providence, Rhode Island, 02903, or at such other location
as the Agent may designate from time to time.

      Agent's Special Counsel. Bingham McCutchen LLP or such other counsel as
may be approved by the Agent.

      Amended and Restated Receivables Credit Agreement. The Amended and
Restated Revolving Credit Agreement, dated as of April 30, 2002, among the
Borrower, Sovereign, as the agent, and Sovereign and Liberty Bank, as the
lenders, as amended by Amendments No. 1 through 4 thereto.

      Assignment and Acceptance. See Section 17.1.

      Association. With respect to each Eligible Project, the corporation or
other organization of owners of Timeshare Interests which has responsibility for
managing and administering the Eligible Project's facilities, time share program
and reservation systems.

      Authorized Officer. An officer of the Borrower who has been duly
authorized by Borrower to execute and deliver to the Banks Borrowing Base
Certificates and other certificates, each of whom is listed on EXHIBIT F
attached hereto, as such exhibit may be amended by the Borrower from time to
time.

      Banks. Sovereign and the other lending institutions listed on SCHEDULE 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to Section 17.

      Base Rate. (a) The higher of (i) the variable annual rate of interest so
designated from time to time by Sovereign as its "prime rate," such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer and (ii) two and three-fourths of one percent (2.75%)
above the Federal Funds Effective Rate plus (b) two percent (2%); provided that,
in the event that, the higher of clause (a) above is less than six percent (6%),
then the "BASE RATE" shall be six percent (6%). For the purposes of this
definition, "FEDERAL FUNDS EFFECTIVE RATE" shall mean for any day, the rate per
annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day on such transactions received by the
Agent from three funds brokers of recognized standing selected by the Agent.
Changes in the Base Rate resulting from any changes in Sovereign's "prime rate"
shall take place immediately without notice or demand of any kind.

      Bond Holder Exchange Documents. The documents listed on SCHEDULE 1.1(d).

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                                      -3-

      Bond Holder Exchange Transaction. The transaction effected pursuant to the
Bond Holder Exchange Documents.

      Borrower. As defined in the preamble hereto.

      Borrower's Account. See Section 7.18.1.

      Borrowing Base. At the relevant time of reference thereto, an amount
determined by the Agent by reference to the most recent Borrowing Base
Certificate delivered to the Banks and the Agent pursuant to Section 7.4(f),
which is equal to the sum of (a) seventy-five percent (75%) of the Eligible
Consumer Loan Amount, plus (b) fifteen percent (15%) of the Eligible Inventory
Amount.

      Borrowing Base Certificate. A Borrowing Base Certificate signed by the
chief financial officer of the Borrower and in substantially the form of EXHIBIT
A hereto.

      Business Day. Any day on which banking institutions in Providence, Rhode
Island and Middletown, Connecticut are open for the transaction of banking
business.

      Business Plan. The "Business Plan" attached to the Intercreditor Agreement
as Exhibit A thereto, as the same may be amended or updated from time to time
with the prior written consent of the Agent.

      Capitalized Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

      CERCLA. See Section 6.20(a).

      Closing Date. The first date on which the conditions set forth in Section
10 have been satisfied and any Loans are to be made.

      Closing Fee. See Section 2.10.

      Code. The Internal Revenue Code of 1986.

      Collateral. All of the property, rights and interests of the Borrower and
its Subsidiaries that are or are intended to be subject to the security
interests and mortgages created by the Security Documents, including, without
limitation, the Consumer Loan Collateral, the Inventory Mortgages, the Standby
Servicing Agreement, the Standby Management Agreement, all collateral under the
Textron Facility except for the Ineligible Note Portfolio, the Additional Resort
Collateral and the Existing Real Property Collateral (each as defined in the
Intercreditor Agreement), and all the Receivables Loan Collateral.

      Collateral Custodian. Wells Fargo Bank Minnesota, N.A.

<PAGE>
                                      -4-

      Collateral Custodian Agreement. See Section 5.3.

      Commitment. With respect to each Bank, the amount set forth on SCHEDULE 1
hereto as the amount of such Bank's Commitment to make Loans, as the same may or
shall be reduced in accordance with Section 2.2 hereof, or if such Commitment is
terminated, zero.

      Commitment Percentage. With respect to each Bank, the percentage set forth
on SCHEDULE 1 hereto as such Bank's percentage of the aggregate Commitments of
all Banks.

      Common Elements. All common elements, including, but not limited to, any
limited common elements, as each such common element is defined or provided for
in the Declarations or other Timeshare Documents.

      Consolidated or consolidated. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

      Consolidated Net Income. The consolidated net income of the Borrower and
its Subsidiaries, after deduction of all expenses, taxes, and other proper
charges (but excluding any extraordinary profits or losses), determined in
accordance with generally accepted accounting principles. For the avoidance of
any doubt, any and all increases in the Borrower's loan loss reserve shall be
taken into consideration in calculating Consolidated Net Income.

      Consolidated Total Interest Expense. For any period, the aggregate amount
of interest required to be paid or accrued by the Borrower and its Subsidiaries
during such period on all Indebtedness of the Borrower and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of interest in respect of any Capitalized Lease, or any
synthetic lease referred to in clause (vi) of the definition of the term
"Indebtedness," and including commitment fees, agency fees, facility fees,
balance deficiency fees and similar fees or expenses in connection with the
borrowing of money.

      consumer borrower. Each person (including two or more persons acting
jointly and severally) who purchases an Interval and finances such purchase with
purchase money financing extended by the Borrower.

      Consumer Loan Collateral. All of the Borrower's right, title and interest
in each consumer loan pledged by the Borrower to the Agent as Collateral, now
existing or hereafter arising, (a) for which the original promissory note,
comparable instrument or installment sales contract shall, at the time of
determination, be in the possession of the Agent (including possession through
an agent, bailee or custodian) or (b) which shall be identified by the Borrower
as being pledged to the Agent pursuant to the Security Agreement as evidenced by
a Borrowing Base

<PAGE>
                                      -5-

Certificate or other means by which the promissory note, comparable instrument
or installment sales contract may be identified to the grant of the security
interest under the Security Agreement.

      Consumer Loan Cover Sheet. A document, on a form satisfactory to the
Agent, prepared by the Borrower and executed by an Authorized Officer of the
Borrower stating the outstanding principal amount of a consumer loan and
certifying that (a) attached to such document are the Required Consumer Loan
Documents for the consumer loan, (b) the Required Consumer Loan Documents are
consistent as to consumer borrower name, property address, loan amount, interest
rate and loan term, (c) the promissory note, comparable instrument or
installment sales contract evidencing such loan bears an original signature or
signatures of the maker or other obligor consistent with the name of the
consumer borrower as submitted, (d) the promissory note, comparable instrument
or installment sales contract does not contain any irregular writing which
affects or appears to affect the validity thereof (but the promissory note,
comparable instrument or installment sales contract may contain endorsements to
the Borrower or the Agent or in blank), and (e) the loan has all of the
characteristics of an Eligible Consumer Loan. The Borrower shall be entitled to
deliver a Consumer Loan Cover Sheet relating to a single consumer loan or a
Consumer Loan Cover Sheet or Sheets relating to multiple consumer loans.

      Conversion Date. March 31, 2006 or such later date as the Banks may
determine as set forth ins s.3.2(a).

      Credit Agreement. This Inventory and Receivables Revolving Credit
Agreement, including the Schedules and Exhibits hereto.

      Debtor Relief Laws. Any applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar
law, proceeding or device providing for the relief of debtors from time to time
in effect and generally affecting the rights of creditors.

      Declaration. The applicable timeshare declaration for the Eligible
Project.

      Default. See Section 12.1.

      Delinquent Bank. See Section 14.5.3.

      Distribution. The declaration or payment of any dividend on or in respect
of any shares of any class of capital stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, or other retirement of any shares of any class of capital
stock of the Borrower, directly or indirectly through a Subsidiary of the
Borrower or otherwise; the return of capital by the Borrower to its shareholders
as such; or any other distribution on or in respect of any shares of any class
of capital stock of the Borrower.

      Dollars or $. Dollars in lawful currency of the United States of America.
<PAGE>
                                      -6-

      Drawdown Date. The date on which any Loan is made or is to be made.

      DZ Bank. DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt Am
Main.

      DZ Bank Documents. The documents listed on SCHEDULE 1.1(c).

      DZ Bank Securitization. That certain note purchase facility provided by DZ
Bank, as agent for Autobahn Funding Company LLC, to the Borrower, evidenced by
the DZ Bank Documents.

      Earnings Before Interest and Taxes. The consolidated earnings (or loss)
from the operations of the Borrower and its Subsidiaries for any period (but
excluding any extraordinary profits or losses), after all expenses and other
proper charges but before payment or provision for any income taxes or interest
expense for such period, determined in accordance with generally accepted
accounting principles.

      EBITDA. With respect to the Borrower and its Subsidiaries for any period,
(a) the sum of (i) Consolidated Net Income, (ii) Interest Expense, (iii)
depreciation and amortization and other non-cash items properly deducted in
determining Consolidated Net Income, and (iv) federal, state and local income
taxes, in each case for such Person for such period, computed and calculated in
accordance with generally accepted accounting principles, to the extent deducted
in determining Consolidated Net Income minus (b) non-cash items properly added
in determining Consolidated Net Income, in each case for the corresponding
period.

      Eligible Assignee. Any bank, insurance company, commercial finance company
or other financial institution, or, if an Event of Default has occurred and is
continuing, any other Person approved by the Agent, such approval not to be
unreasonably withheld.

      Eligible Consumer Loan. A loan to a consumer borrower with all of the
following characteristics:

      (1) Residence of the Consumer Borrower. The borrower shall be (a) a
resident of the United States or Canada and (b) the owner of the collateral
securing such loan. Any loan made to a resident of Canada shall not cause the
outstanding principal amount of all of the Eligible Consumer Loans pledged as
Collateral and made to residents of Canada to exceed 5% of the outstanding
principal amount of all Eligible Consumer Loans pledged as Collateral.

      (2)   Underwriting and Other Criteria. The loan shall have been made in
accordance with the Borrower's general underwriting criteria as set forth in
Section 7.11. For loans made after the Closing Date, the consumer borrower shall
have a FICO Credit Bureau Score of at least 600; provided that up to an
aggregate of fifteen percent (15%) of the outstanding principal amount of all
Eligible Consumer Loans made after the Closing Date and pledged as Collateral
hereunder may be made to consumer borrowers with FICO Credit Bureau Scores of
less than 600 (both for each Loan and on a cumulative basis). For the avoidance
of any doubt, any consumer

<PAGE>
                                      -7-

borrower that does not have a FICO Credit Bureau Score shall be considered as
having a FICO Credit Bureau Score of less than 600. From and after the date
hereof, the consumer loan shall not cause the weighted average of the FICO
Credit Bureau Scores of the consumer borrowers under Eligible Consumer Loans
pledged as Collateral after the Closing Date to be less than 640. The consumer
borrower shall be a member of the applicable Association.

      (3)   Terms of the Loan. The loan shall have the following terms:

            (a)   an original term not to exceed one hundred fourteen (114)
      months; provided that, no consumer loan shall cause the weighted average
      remaining term of the Eligible Consumer Loans pledged as Collateral to
      exceed ninety-six (96) months;

            (b)   the principal amount of the loan shall equal not more than
      ninety percent (90%) of the sales price (not including closing costs,
      broker's commission, and prior to any discounts) of the Timeshare Interest
      securing such loan, with the downpayment on the purchase price being not
      less than ten percent (10%) of the sales price (not including closing
      costs, broker's commission, and prior to any discounts);

            (c)   the loan shall be payable in equal monthly installments of
      principal and interest over the original term of the loan, with the first
      installment due and payable not more than sixty (60) days from the date of
      the making of the loan;

            (d)   the principal amount of the loan shall bear interest at an
      interest rate of not less than twelve and one-half of one percent (12.5%)
      per annum or, if the loan does not cause the outstanding principal amount
      of all Eligible Consumer Loans pledged as Collateral and bearing an
      interest rate of less than twelve and one-half of one percent (12.5%) per
      annum to exceed twenty percent (20%) of the outstanding principal amount
      of all Eligible Consumer Loans pledged as Collateral, the loan shall have
      an interest rate of not less than ten percent (10%) per annum; and

            (e)   all principal, interest and other amounts payable in respect
      of the loan shall be payable in Dollars.

      (4)   Collateral Securing the Loan. The collateral securing the loan shall
be a Timeshare Interest (a) acceptable to the Agent, (b) constructed in
compliance with all applicable laws and regulations, serviced by utilities
necessary for their intended use, furnished and ready for occupancy, (c) for
which a valid certificate of occupancy or equivalent has been issued by
appropriate Governmental Authorities or for which no certificate of occupancy or
equivalent is required by appropriate Governmental Authorities, and (d) duly
admitted to the provisions of the applicable Timeshare Instruments.

<PAGE>
                                      -8-

      (5)   Borrower's Prior Perfected Security Interest in the Collateral
Securing the Loan. The loan shall be secured by a valid perfected first priority
mortgage or deed of trust on the Timeshare Interest or, in the case of an Oak N'
Spruce Beneficial Interest, a valid perfected first priority security interest
in the Oak N' Spruce Beneficial Interest subject (in the case of the Unit or,
for an Oak N' Spruce Beneficial Interest, in the case of the beneficial interest
or related Unit) only to (a) liens for taxes not yet due and payable and (b)
other easements, restrictions and encumbrances acceptable to the Agent, which do
not represent liens securing monies owed or claimed and which do not materially
affect the value of the collateral for such loan. Any prior mortgages or deeds
of trust or security interests on or in the Timeshare Interest or the Oak `N
Spruce Beneficial Interest shall have been released of record, and the loan or
any rights thereto shall not be affected by or subject to any escrow for
presales or otherwise.

      (6)   Agent's Prior Perfected Security Interest in the Loan. If pledged to
the Agent as Collateral, the Agent shall have a valid, perfected, first priority
security interest in the loan and all supporting obligations, liens and related
rights, free and clear of any liens or claims of any other Person.

      (7)   Required Consumer Loan Documents. The Borrower shall have delivered
the Required Consumer Loan Documents at the time when the loan is or was pledged
as Collateral. All of the Required Consumer Loan Documents shall be the legal,
valid and binding obligations of the consumer borrower, in full force and effect
and enforceable in accordance with their terms, with no claim of defense, setoff
or counterclaim asserted by the consumer borrower.

      (8)   Regulatory Compliance. The loan shall comply in all respects with
all requirements of all applicable state and federal laws, including, without
limitation, state laws and regulations governing sales of timeshares, applicable
usury limitations, real estate settlement procedures, the Securities Act of
1933, the Securities Exchange Act of 1934, the Interstate Land Sales Full
Disclosure Act, the Federal Trade Commission Act, the Consumer Credit Protection
Act of 1968, the Telephone Consumer Protection Act, the Telemarketing and
Consumer Fraud and Abuse Prevention Act, the Fair Housing Act, the Consumer
Leasing Act of 1976, the Equal Credit Opportunity Act, the Truth in Lending Act,
the Flood Disaster Prevention Act of 1973, the applicable Timeshare Act, and
Regulation Z of the Board of Governors of the Federal Reserve System. All
applicable rescission or cancellation periods relating to the loan shall have
expired.

      (9)   Payments not Overdue. Payments on the loan shall have been timely
made within the following limitations:

            (a)   No payments on the loan shall be more than (i) twenty-nine
      (29) days late as of the first date such loan is included in the
      calculation of the Eligible Consumer Loan Amount or (ii) sixty (60) days
      late at any time thereafter and no other defaults shall have occurred with
      respect to such loan and the documents related thereto, or

<PAGE>
                                      -9-

            (b)   If defaults shall have occurred, (i) the consumer borrower
      shall have entered into a payment plan accepted by the Borrower and the
      consumer borrower shall have made all payments required by the Borrower's
      credit policy in order to qualify for a modified payment plan, (ii) the
      first payment under such payment plan shall have been timely made and no
      other payments under the payment plan shall be more than twenty-nine (29)
      days late and no other defaults shall have occurred with respect to such
      loan since the payment plan was effective, (iii) there shall have been no
      more than two (2) revised payment plans during the term of the loan, and
      (iv) the payment plan for any loan shall not have been modified more than
      once in the twelve (12) months prior to date such loan is pledged to the
      Agent.

      (10)  Consumer not an Affiliate of the Borrower. The consumer borrower or
any guarantor or other surety is not, and no payment of a sum due under the loan
has been made by, an officer, director, agent, employee, principal, broker, or
creditor (or relative thereof) of the Borrower or an Affiliate of the Borrower.

      (11)  No Violation of Environmental or Other Law. The Borrower has no
knowledge or notice of any of the following conditions existing at or in
connection with the collateral securing such loan: hazardous wastes or Hazardous
Substances prohibited by applicable law or regulation, asbestos or urea
formaldehyde insulation, or any release of any of the foregoing prohibited by
any Environmental Laws or any applicable law or regulation.

      (12)  No Downgrade Replacement. The loan shall not be replacing an
Eligible Consumer Loan and financing the purchase of a Timeshare Interest which
constitutes a downgrade by the consumer borrower to a less expensive Timeshare
Interest.

      (13)  No Upgrade Replacement from Another Lender. The loan shall not be
replacing a loan pledged as collateral to another lender and financing the
purchase of a Timeshare Interest which constitutes an upgrade by the consumer
borrower to a more expensive Timeshare Interest.

      (14)  Other Upgrade Replacements. If the loan is a newly originated
Eligible Consumer Loan which is replacing an existing Eligible Consumer Loan
pledged as Collateral under the Security Agreement and the proceeds have been
used to finance the purchase of a Timeshare Interest which is being upgraded by
the consumer borrower to a more expensive Timeshare Interest:

            (a)   the principal balance of the existing Eligible Consumer Loan
      which is being upgraded may still be included for purposes of calculating
      the Borrowing Base for a period of time expiring on the earlier to occur
      of (i) the 31st day after the consumer documents effecting the upgrade
      have been executed or (ii) the date on which any payment on such Eligible
      Consumer Loan becomes thirty (30) or more days past due;

<PAGE>
                                      -10-

            (b)   on or before the second business day after the expiration of
      the statutory rescission period in connection with any consumer documents
      executed effecting any upgrade involving an Eligible Consumer Loan and in
      any event within ten (10) days of such upgrade, the Borrower shall deliver
      to the Agent or its designee the original of the new promissory note,
      comparable instrument or installment sale contract executed in connection
      with such upgrade duly endorsed in blank by the Borrower and the Borrower
      will cause all payments made with respect to such new promissory note,
      comparable instrument or installment sale contract to be forwarded to the
      Lock Box;

            (c)   any new upgraded consumer loan involving a prior Eligible
      Consumer Loan shall only be included as part of the Borrowing Base if the
      prior Eligible Consumer Loan has been removed from the Borrowing Base and
      the new upgraded consumer loan satisfies all conditions for an Eligible
      Consumer Loan; and

            (d)   an amount equal to the sum of (i) the principal balance of all
      existing Eligible Consumer Loans being upgraded which are included within
      subclause (a) of this clause (14) minus (ii) the principal balance of all
      upgraded loans for which promissory notes have been delivered to the Agent
      or its designee and payments thereunder are being made to the Lock Box in
      accordance with subclause (b) of this clause (14), if positive, shall be
      deducted from the Eligible Consumer Loan Amount when calculating the
      Borrowing Base as an adjustment for all such upgraded consumer loans.

      (15)  No Other Modifications. Except as otherwise expressly contemplated
by this definition of the term "Eligible Consumer Loan," the terms of the loan
have not have been modified without the prior written consent of the Required
Banks.

      (16)  Other Requirements. Such other characteristics as the Agent may
require from time to time, in its reasonable discretion, including, without
limitation, the establishment of any reserves to reflect any events,
contingencies, conditions, or risks which do or may adversely affect any
Eligible Consumer Loans pledged as the Collateral, the Agent's or any Bank's
rights therein or the value of such Collateral. In addition, the Agent reserves
the right to incorporate the general underwriting criteria set forth in Section
7.11 into the definition of "Eligible Consumer Loans" effective as of, or any
time after, the Closing Date.

      Eligible Consumer Loan Amount. The sum of (a) the aggregate principal
amount outstanding from time to time of all Eligible Consumer Loans pledged to
the Agent as Collateral less (b) the amount by which the aggregate principal
amount of Eligible Consumer Loans in respect of the Oak N' Spruce Resort pledged
to the Agent exceeds twenty percent (20%) of the aggregate principal amount
outstanding of all Eligible Consumer Loans pledged to the Agent, less (c) the
amount by which the aggregate principal amount of Modified Consumer Loans
exceeds fifteen percent (15%) of the aggregate principal amount outstanding of
all Eligible Consumer Loans pledged to the Agent.

<PAGE>
                                      -11-

      Eligible Inventory. Collectively, each Interval from an Eligible Project
(other than the Oak `N Spruce Resort) (i) fee title to which is held by the
Borrower and on which the Agent has been granted a first priority perfected
mortgage lien to secure the Obligations and (ii) for which the Borrower has
delivered to the Agent all of the Required Eligible Inventory Documents and has
otherwise satisfied all of the requirements and conditions of Section 11A.7.
"ELIGIBLE INVENTORY" shall include such other characteristics as the Agent may
require from time to time, in its reasonable discretion, including, without
limitation, the establishment of any reserves to reflect any events,
contingencies, conditions, or risks which do or may adversely affect any
Interval pledged as the Collateral, the Agent's or any Bank's rights therein or
the value of such Collateral.

      Eligible Inventory Amount. The retail sales price, as determined by the
Agent, of the Eligible Inventory.

      Eligible Projects. Those timeshare resorts owned by the Borrower listed on
EXHIBIT D attached hereto, as such EXHIBIT D may be amended from time to time by
the Borrower and all of the Banks in accordance with Section 5.6. The term
"ELIGIBLE PROJECT" includes, among other things, the undivided annual or
(biennial) timeshare ownership interests (Intervals) in the respective Eligible
Project, and the appurtenant exclusive rights to use Units in one or more
buildings or phases and all appurtenant or related properties, amenities,
facilities, equipment, appliances, fixtures, easements, licenses, rights and
interests, including, without limitation, the common areas, as established by
and more fully defined and described in the respective Declarations, and the
other Timeshare Documents..

      Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

      Environmental Indemnity. The Environmental Indemnity, dated as of July 30,
2004, made by the Borrower in favor of the Agent and the Banks.

      Environmental Laws. See Section 6.20(a).

      EPA. See Section 6.20(b).

      ERISA. The Employee Retirement Income Security Act of 1974.

      ERISA Affiliate. Any Person which is treated as a single employer with the
Borrower under Section 414 of the Code.

      ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder.

      Event of Default. See Section 12.1.

      Executive Order. See Section 6.36.

<PAGE>
                                      -12-

      FICO Credit Bureau Score. A credit risk score determined by the Fair Isaac
Company for a consumer borrower through the analysis of individual credit files
in order to predict the likelihood of repayment based on sample statistics.

      Foreign Assets Control Regulations. See Section 6.36.

      generally accepted accounting principles. When used (i) in Section 9,
whether directly or indirectly through reference to a capitalized term used
therein, means principles that are consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, in
effect for the fiscal year ended on December 31, 2003, and (2) to the extent
consistent with such principles, the accounting practice of the Borrower
reflected in its financial statements for the fiscal year ended on December 31,
2003 and (ii) in general, other than as provided above, means principles that
are (A) consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time,
and (B) consistently applied with past financial statements of the Borrower
adopting the same principles, provided that in each case referred to in this
definition of "generally accepted accounting principles" a certified public
accountant would, insofar as the use of such accounting principles is pertinent,
be in a position to deliver an unqualified opinion (other than a qualification
regarding changes in generally accepted accounting principles) as to financial
statements in which such principles have been properly applied.

      Governmental Authorities. The United States of America, the states where
the Eligible Projects are located and any political subdivisions thereof, any
county of and city or town where the Eligible Projects are located, and any
agency, authority, department, commission, board, bureau, or instrumentality of
any of them.

      Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate the benefits of which are guaranteed on termination in full
or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

      Hazardous Substances. See Section 6.20(b).

      Heller. Heller Financial Corporation, a Delaware corporation.

      Heller Documents. The documents listed on SCHEDULE 1.1(a).

      Heller Facility. Those certain credit facilities provided by Heller to the
Borrower pursuant to the Heller Documents.

      Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

      (i)   every obligation of such Person for money borrowed,

<PAGE>
                                      -13-

      (ii)  every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses,

      (iii) every reimbursement obligation of such Person with respect to
letters of credit, bankers' acceptances or similar facilities issued for the
account of such Person,

      (iv)  every obligation of such Person issued or assumed as the deferred
purchase price of property or services (including securities repurchase
agreements but excluding trade accounts payable or accrued liabilities arising
in the ordinary course of business which are not overdue or which are being
contested in good faith),

      (v)   every obligation of such Person under any Capitalized Lease,

      (vi)  every obligation of such Person under any lease (a "SYNTHETIC
LEASE") treated as an operating lease under generally accepted accounting
principles and as a loan or financing for U.S. income tax purposes,

      (vii) all sales by such Person of (A) accounts or general intangibles for
money due or to become due, (B) chattel paper, instruments or documents creating
or evidencing a right to payment of money or (C) other receivables (collectively
"RECEIVABLES"), whether pursuant to a purchase facility or otherwise, other than
in connection with the disposition of the business operations of such Person
relating thereto or a disposition of defaulted receivables for collection and
not as a financing arrangement, and together with any obligation of such Person
to pay any discount, interest, fees, indemnities, penalties, recourse, expenses
or other amounts in connection therewith,

      (viii) every obligation of such Person (an "EQUITY RELATED PURCHASE
OBLIGATION") to purchase, redeem, retire or otherwise acquire for value any
shares of capital stock of any class issued by such Person, any warrants,
options or other rights to acquire any such shares, or any rights measured by
the value of such shares, warrants, options or other rights,

      (ix)  every obligation of such Person under any forward contract, futures
contract, swap, option or other financing agreement or arrangement (including,
without limitation, caps, floors, collars and similar agreements), the value of
which is dependent upon interest rates, currency exchange rates, commodities or
other indices (a "DERIVATIVE CONTRACT"),

      (x)   every obligation in respect of Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent that such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the
extent that the terms of such Indebtedness provide that such Person is not
liable therefor and such terms are enforceable under applicable law,

<PAGE>
                                      -14-

      (xi)  every obligation, contingent or otherwise, of such Person
guaranteeing, or having the economic effect of guarantying or otherwise acting
as surety for, any obligation of a type described in any of clauses (i) through
(x) (the "PRIMARY OBLIGATION") of another Person (the "PRIMARY OBLIGOR"), in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person (A) to purchase or pay (or advance or supply funds for
the purchase of) any security for the payment of such primary obligation, (B) to
purchase property, securities or services for the purpose of assuring the
payment of such primary obligation, or (C) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such primary obligation.

      The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (u) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with generally accepted
accounting principles, (v) any Capitalized Lease shall be the principal
component of the aggregate of the rentals obligation under such Capitalized
Lease payable over the term thereof that is not subject to termination by the
lessee, (w) any synthetic lease shall be the stipulated loss value, termination
value or other equivalent amount, (x) any derivative contract shall be the
maximum amount of any termination or loss payment required to be paid by such
Person if such derivative contract were, at the time of determination, to be
terminated by reason of any event of default or early termination event
thereunder, whether or not such event of default or early termination event has
in fact occurred and (y) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof inclusive of any accrued and
unpaid dividends to be comprised in such redemption or purchase price.

      Ineligible Securities. Securities which may not be underwritten or dealt
in by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

      Intercreditor Agreement. The Second Amended and Restated Intercreditor
Agreement, dated as of March 5, 2004, among the Agent, Textron and Heller and
acknowledged and agreed to by the Borrower, as amended by Amendment No. 1
thereto of even date herewith.

      Interest Expense. With respect to any Person for any period, the interest
expense of such Person during such period determined in accordance with
generally accepted accounting principles, and shall in any event include,
without limitation, (i) the amortization of debt discounts, (ii) the
amortization of all fees payable in connection with the incurrence of
Indebtedness to the extent included in interest expense, (iii) the portion of
any obligations in respect of Capitalized Leases allocable to interest expense,
(iv) all fixed and all calculable dividend payments on preferred stock, and (v)
payments of interest expense in kind.

      Interval. As defined in the Timeshare Instruments for each Eligible
Project, consisting of an undivided interest in any Unit at the Eligible Project
as tenant-in-

<PAGE>
                                      -15-

common, together with the right to make use of any and all easements, licenses,
access and use rights in and to the Eligible Projects appurtenant thereto, the
non-exclusive right to use the Common Elements and common amenities, and the
exclusive right to use and occupy any Unit and the common furnishings therein
for a use period for which such rights to use have been properly reserved.

      Interval Purchase Price. The total gross purchase price of an Interval, as
set forth in the applicable Borrowing Base Certificate, subject to the approval
of the Agent, relating to the sale by the Borrower to a purchaser of an Interval
comprising part of the Inventory Collateral, without deduction, cash or other
rebate or any credit or offset.

      Inventory Collateral. As defined in the Security Agreement.

      Inventory Control Procedures. See Section 6.30.

      Inventory Mortgage. A properly recorded, first priority mortgage, deed of
trust, deed to secure debt, assignment of beneficial interest or other security
instrument, as applicable, in the form attached hereto as EXHIBIT G (with such
changes as may be necessary to comply with the law of the state in which the
Intervals in question are located) executed and delivered by the Borrower to the
Agent encumbering all of the right, title and interest of the Borrower in the
Inventory Collateral, including, without limitation, the Eligible Inventory and
the Common Elements, and related or appurtenant easement, access and use rights
and benefits.

      Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (i) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (ii) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(iii) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (iv) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (ii) may be
deducted when paid; and (v) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

      JPMC. JPMorgan Chase Bank, as lock box agent pursuant to and in accordance
with the terms of the Lock Box Agreement.

<PAGE>
                                      -16-

      Loan Conversion Date. March 31, 2006 or such later date as the Banks may
determine as set forth in Section 3.2(a).

      Loan Documents. This Credit Agreement, the Notes, the Security Documents,
the Environmental Indemnity, the Intercreditor Agreement, the Standby Servicing
Agreement, the Collateral Custodial Agreement, the Servicing Agreement, and such
other agreements, documents, instruments and certificates evidencing the
obligations or effectuating the transactions contemplated herein.

      Loan Request. See Section 2.5.

      Loan Year. The period from the Closing Date to the first anniversary of
the Closing Date and each twelve (12) calendar month period thereafter.

      Loans. Loans made or to be made by the Banks to the Borrower pursuant to
Section 2.1.

      Lock Box. The lock box created pursuant to the Lock Box Agreement.

      Lock Box Agreement. A lock box agreement to be entered into among the
Agent, the Borrower, and JPMC, in form and substance satisfactory to the Agent
in its sole discretion.

      Management Agreement. With respect to the following Eligible Projects:
Holly Lake Resort, Piney Shores Resort, The Villages (including Lake O' The
Woods), Hill County Resort, Seaside Resort, Ozark Mountain Resort, Holiday Hills
Resort, Timber Creek Resort, Fox River Resort, Oak N' Spruce Resort, Apple
Mountain Resort and Beech Mountain Resort, that certain Management Agreement by
and between Silverleaf Club (f/k/a Master Club, f/k/a Master Endless Escape
Club) and the Borrower dated May 28, 1990, as amended through Eighth Amendment
dated March 9, 1999, as such agreement may be amended from time to time.

      Marketing Expenses. All promotion, lead generation, sales commission and
all other marketing expenses incurred or paid by the Borrower pursuant to any
marketing agreement or otherwise.

      Maturity Date. March 30, 2009.

      Modified Consumer Loan. An Eligible Consumer Loan pledged to the Agent for
which a modified payment plan has been implemented (in accordance with clause
(b) of paragraph (9) of the definition of "Eligible Consumer Loan").

      Monthly Financial Reports. The reports delivered or to be delivered by the
Borrower to the Banks pursuant to clauses (c), (j), (k), (l), (m), and (n) of
Section 7.4.

      Multiemployer Plan. Any multiemployer plan within the meaning of Section
3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

<PAGE>
                                      -17-

      New Notes. As defined in SCHEDULE 1.1(d) hereto.

      Notes. See Section 2.3.

      Note Record. A Record with respect to a Note.

      Notices to Maker. See clause (6) of the definition of "Required Consumer
Loan Documents".

      Oak N' Spruce Resort. The Borrower's project in Lee, Massachusetts.

      Oak N' Spruce Beneficial Interest. The use rights and interests of a
purchaser under a Certificate as defined in the Oak N' Spruce Resort Declaration
of Trust.

      Oak N' Spruce Resort Declaration of Trust. That certain Fifth Amended and
Restated Declaration of Trust of Oak N' Spruce Resort Trust dated June 10, 2004,
and recorded in Book 2956, Page 25, in the Berkshire Middle District Registry of
Deeds.

      Obligations. All indebtedness, obligations and liabilities of any of the
Borrower and its Subsidiaries to any of the Banks and the Agent, individually or
collectively, existing on the date of this Credit Agreement or arising
thereafter, direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this
Credit Agreement or any of the other Loan Documents or in respect of any of the
Loans or any of the Notes or other instruments at any time evidencing any
thereof.

      Operating Contracts. See Section 6.31.

      Operating Expenses. All expenditures, computed in accordance with
generally accepted accounting principles, of whatever kind relating to the
ownership, operation, maintenance and management of the Eligible Projects that
are incurred on a regular monthly or other periodic basis, including, without
limitation, utilities, ordinary and capital repairs and maintenance, insurance
premiums, license fees, property taxes and assessments, management fees, payroll
and related taxes, computer processing charges, operational equipment or other
lease payments as approved by the Agent, and other similar costs.

      outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

      PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

      Permitted Liens. Liens, security interests and other encumbrances
permitted by Section 8.2.

<PAGE>
                                      -18-

      Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

      Primary Collateral. Excluding any Receivables Loan Collateral, the
Consumer Loan Collateral and the Inventory Collateral pledged to the Agent to
secure the Obligations.

      Project Title Policy. See Section 7.7(b).

      RCRA. See Section 6.20(a).

      Real Estate. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries, including, without
limitation, the real property where each of the Eligible Projects is located.

      Receivables Credit Agreement. As defined in the recitals hereto.

      Receivables Facility. The receivables revolving credit facility provided
by Sovereign Bank (and any other lenders party thereto) to the Borrower pursuant
to the Receivables Credit Agreement.

      Receivables Loan Collateral. The Consumer Loan Collateral, the Assignment
of Management Agreement and the Assignments of Development Rights, each under
and as defined in the Receivables Credit Agreement.

      Record. The grid attached to a Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by any Bank
with respect to any Loan referred to in such Note.

      Reference Period. Any period of four (4) consecutive fiscal quarters of
the Borrower and its Subsidiaries ending on the relevant date.

      Register. See Section 17.3.

      Release Price. See Section 15.10.

      Required Banks. As of any date, (a) if there is only one (1) Bank, then
the Bank and (b) if there is more than one (1) Bank, then the Banks holding at
least fifty-one percent (51%) of the then outstanding principal balance of the
Loans on such date, and if no such principal is outstanding, the Banks whose
aggregate Commitments constitute at least fifty-one percent (51%) of the Total
Commitment.

      Required Consumer Loan Documents. With respect to each loan included
within Consumer Loan Collateral and the Eligible Consumer Loan Amount, the
Consumer Loan Cover Sheet relating to such loan, together with the following:

            (1)   Promissory Note or Other Evidence of Indebtedness. The
      original promissory note, comparable instrument or installment sale
      contract

<PAGE>
                                      -19-

      signed by the consumer borrower and payable to the Borrower or endorsed by
      the consumer borrower to the order of the Borrower, and endorsed in blank
      by an Authorized Officer of the Borrower, and the original of any and all
      guaranties and other credit enhancement documents supporting or securing
      payment of the consumer borrower's obligations;

            (2)   Mortgage or other Security Agreement. Either:

                  (a)   the original or copy time-stamped by the appropriate
            recording office of the recorded mortgage or deed of trust securing
            the promissory note, comparable instrument or installment sale
            contract, and an original or copy time-stamped by the appropriate
            recording office of all amendments and assignments of such mortgage
            or deed of trust showing an unbroken chain of title from the
            originator to the Borrower, or

                  (b)   in the case of a loan secured by an assignment of an Oak
            N' Spruce Beneficial Interest (i) the original assignment of
            beneficial interest securing the promissory note, comparable
            instrument or installment sale contract and an original of all
            amendments and assignments of such assignment of beneficial interest
            showing an unbroken chain of title from the originator to the
            Borrower, (ii) the original certificate of beneficial interest and
            (iii) a copy of a UCC financing statement filed by the Borrower
            (with the Agent listed as the Borrower's (secured party's) assignee)
            against the consumer borrower in the appropriate jurisdiction and
            recording office evidencing the Borrower's perfection of its
            security interest in the Oak `N Spruce Beneficial Interest and the
            assignment of such security interest to the Agent;

            (3)   Assignment to the Agent. Either:

                  (a)   an original or copy time-stamped by the appropriate
            recording office of the recorded assignment to the Agent of the
            mortgage or deed of trust referred to in clause (2) above, or

                  (b)   in the case of a loan secured by an assignment of an Oak
            N' Spruce Beneficial Interest (i) an original of an assignment to
            the Agent of the assignment of beneficial interest referred to in
            clause (2) above and (ii) evidence satisfactory to the Agent of the
            perfection of the Agent's security interest in the assignment of
            beneficial interest, including, without limitation, receipt by the
            Agent or its custodian or other designee of the original certificate
            of beneficial interest for such Oak `N Spruce Beneficial Interest;

            (4)   Evidence of Regulatory Compliance. An original credit
      application and right of rescission notices, if applicable, credit report,
      purchase contract containing truth in lending disclosure statement, good

<PAGE>
                                      -20-

      faith estimate of settlement costs (if any), and HUD-1 settlement
      statement, receipt for timeshare documents, privacy act notice, servicing
      disclosure statement, acknowledgement of representations and information
      or certifications evidencing compliance with the regulations and policies
      of the Office of Foreign Assets Control;

            (5)   Evidence of Consumer Borrower Ownership. Either:

                  (a)   a copy of deed to the consumer borrower with evidence of
            recording in the appropriate recording office, or

                  (b)   in the case of a loan secured by an assignment of an Oak
            N' Spruce Beneficial Interest, the original certificate of
            beneficial interest in favor of the consumer borrower;

            (6)   Payment Notices. (a) A copy of the notice to consumer borrower
      that payments shall be made to JPMC and (b) an original notice, in form
      and substance satisfactory to the Agent, to the consumer borrower signed
      by payee of the note directing that payments be made directly to the Agent
      or its designee ("NOTICES TO MAKER");

            (7)   Evidence of Authority of Organization. If the consumer
      borrower or any guarantor or other surety shall be an organization, all
      resolutions and authorizations to evidence authority to enter into the
      transaction and that the transaction has been duly authorized;

            (8)   Releases of Prior Interests. If requested by the Agent in
      connection with each such loan which has at any time been subject to any
      security interest, pledge or hypothecation for the benefit of any Person,
      a certification or release by the former secured party in form acceptable
      to the Agent that such security interest has been released; and

            (9)   Other Documents. Other documents required by the Agent from
      time to time.

      Required Eligible Inventory Documents. All of the documents and
deliverables set forth in Section 11A.7.

      Requirements. Any law, ordinance, code, order, rule or regulation of any
Governmental Authority relating in any way to the acquisition and ownership of
any Eligible Project, the construction of any Eligible Project, or the use,
occupancy or operation of the Eligible Project following the completion of
construction, including, without limitation, the Timeshare Act, and laws,
ordinances, rules or regulations relating to timeshares, subdivision control,
zoning, building, use and occupancy, fire prevention, health, safety,
sanitation, handicapped access, historic preservation and protection, tidelands,
wetlands, flood control, access and earth removal, and all Environmental Laws.

      SARA. See Section 6.20(a).

<PAGE>
                                      -21-

      Section 20 Subsidiary. A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by the Federal
Reserve Board to underwrite and deal in certain Ineligible Securities.

      Security Agreement. The Security Agreement, dated as of July 30, 2004,
between the Borrower and the Agent.

      Security Documents. The Security Agreement, the Inventory Mortgages, the
Lock Box Agreement, the Standby Management Agreement Assignment, and all other
instruments and documents required to be executed or delivered pursuant to any
Security Document.

      Servicer. See Section 5.4.

      Servicing Agreement. See Section 5.4.

      Silverleaf Club. Silverleaf Club, a Texas non-profit corporation, a master
association to which each Association belongs.

      Sovereign. Sovereign Bank, a federally chartered savings bank, in its
individual capacity.

      Standby Management Agreement Assignment. The Assignment of Standby
Management Agreement, dated as of July 30, 2004, among the Borrower, the Standby
Manager, and the Agent, pursuant to which the Borrower assigns all of its rights
under the Standby Management Agreement to the Agent.

      Standby Management Agreement. The Consulting Agreement, executed by the
parties on April 27, 2002 and April 29, 2002, between the Standby Manager and
the Borrower, as amended by the letter agreement, dated March 22, 2004, pursuant
to which the Standby Manager (1) monitors the operations of the Borrower and the
Silverleaf Club and the Borrower's compliance with the Business Plan, (2)
assists the Borrower with the preparation of the reports deliverable to the
Banks by the Borrower pursuant to this Credit Agreement, and (3) assumes the
management of the Eligible Projects upon the occurrence of an Event of Default
in accordance with the terms of this Credit Agreement.

      Standby Manager. J&J Limited, Inc., or such other Person selected by the
Borrower and acceptable to the Agent, in its sole discretion, to act as standby
manager in accordance with the Standby Management Agreement.

      Standby Servicer. The Person selected by the Agent to act as standby
servicer in accordance with the Standby Servicing Agreement. The current Standby
Servicer is Concord Servicing Corporation.

      Standby Servicing Agreement. A backup servicing agreement to be entered
into among the Borrower, Concord Servicing Corporation, and the Agent in the
form and substance satisfactory to the Agent, in its sole discretion, pursuant
to which

<PAGE>
                                      -22-

agreement the Standby Servicer shall provide servicing functions with respect to
the Consumer Loan Collateral upon the occurrence of an Event of Default.

      Subordinated Debt. The New Notes and any other unsecured Indebtedness of
the Borrower or any of its Subsidiaries that is expressly subordinated and made
junior to the payment and performance in full of the Obligations, and evidenced
as such by a subordination agreement or by another written instrument containing
subordination provisions in form and substance approved by the Agent in writing.

      Subsidiary. Any corporation, association, trust, or other business entity
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock.

      Tangible Net Worth. With respect to any Person, the amount calculated in
accordance with generally accepted accounting principles as (i) the consolidated
net worth of such Person and its consolidated subsidiaries, plus (ii) to the
extent not otherwise included in such consolidated net worth, unsecured
subordinated Indebtedness of such Person and its consolidated subsidiaries the
terms and conditions of which are reasonably satisfactory to the Agent, minus
(iii) the consolidated intangibles of such Person and its consolidated
subsidiaries, including, without limitation, goodwill, trademarks, tradenames,
copyrights, patents, patent applications, licenses and rights in any of the
foregoing and other items treated as intangibles in accordance with generally
accepted accounting principles.

      Textron. Textron Financial Corporation, a Delaware corporation.

      Textron Documents. The documents listed on SCHEDULE 1.1(b).

      Textron Facility. Those certain credit facilities provided by Textron and
certain other lenders to the Borrower pursuant to the Textron Documents.

      Textron Securitization. The receivables credit facility provided by
Textron to Silverleaf Finance II, Inc. pursuant the Loan and Security Agreement,
dated as of December 19, 2003, and the other Textron Securitization Documents.

      Textron Securitization Documents. The documents listed on SCHEDULE 1.1(e).

      Timeshare Act. With respect to each Eligible Project, the statutes and
regulations related to timeshare development and sales in the jurisdiction where
such Eligible Project is located.

      Timeshare Documents. Any registration statement approving the
establishment and operation of the Eligible Projects and the sales of Intervals
required under any statute, act, regulation, ordinance, rule or law applicable
to the establishment and operation of the Eligible Projects and the sales of the
Intervals.

<PAGE>
                                      -23-

      Timeshare Instruments. With respect to each Eligible Project, the
documents pursuant to which the Eligible Project shall be submitted to a
timeshare form of ownership and registered with appropriate Governmental
Authorities.

      Timeshare Interest. An Interval sold to a consumer borrower.

      Total Commitment. The sum of the Commitments of the Banks, as in effect
from time to time, which shall not exceed $10,000,000.

      Trading With the Enemy Act. See Section 6.36.

      Unit. Each of the units at one of the Eligible Projects designated for
timeshare interval ownership in the respective Timeshare Instruments.

      Voting Stock. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

      1.2. RULES OF INTERPRETATION.

      (a)   A reference to any document or agreement shall include such document
or agreement as amended, amended and restated, modified or supplemented from
time to time in accordance with its terms and the terms of this Credit
Agreement.

      (b)   The singular includes the plural and the plural includes the
singular.

      (c)   A reference to any law includes any amendment or modification to
such law.

      (d)   A reference to any Person includes its permitted successors and
permitted assigns.

      (e)   Accounting terms not otherwise defined herein have the meanings
assigned to them by generally accepted accounting principles applied on a
consistent basis by the accounting entity to which they refer.

      (f)   The words "include", "includes" and "including" are not limiting.

      (g)   All terms not specifically defined herein or by generally accepted
accounting principles, which terms are defined in the Uniform Commercial Code as
in effect in the State of New York, have the meanings assigned to them therein,
with the term "instrument" being that defined under Article 9 of the Uniform
Commercial Code.

      (h)   Reference to a particular "Section" refers to that section of this
Credit Agreement unless otherwise indicated.

<PAGE>
                                      -24-

      (i)   The words "herein", "hereof', "hereunder" and words of like import
shall refer to this Credit Agreement as a whole and not to any particular
section or subdivision of this Credit Agreement.

      (j)   Unless otherwise expressly indicated, in the computation of periods
of time from a specified date to a later specified date, the word "from" means
"from and including," the words "to" and "until" each mean "to but excluding,"
and the word "through" means "to and including."

      (k)   This Credit Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are, however, cumulative
and are to be performed in accordance with the terms thereof.

      (l)   This Credit Agreement and the other Loan Documents are the result of
negotiation among, and have been reviewed by counsel to, among others, the Agent
and the Borrower and are the product of discussions and negotiations among all
parties. Accordingly, this Credit Agreement and the other Loan Documents are not
intended to be construed against the Agent or any of the Banks merely on account
of the Agent's or any Bank's involvement in the preparation of such documents.

                        2. THE REVOLVING CREDIT FACILITY.

      2.1. COMMITMENT TO LEND.

      (a)   Commitment. Subject to the terms and conditions set forth in this
Credit Agreement, each of the Banks severally agrees to lend to the Borrower,
and the Borrower may borrow, repay, and reborrow from time to time from the
Closing Date up to but not including the Conversion Date, upon notice by the
Borrower to the Agent given in accordance with Section 2.5, such sums as are
requested by the Borrower up to a maximum aggregate principal amount outstanding
(after giving effect to all amounts requested) at any one time equal to such
Bank's Commitment then in effect, provided that the sum of the outstanding Loans
(after giving effect to all amounts requested) shall not at any time exceed the
lesser of (i) the Total Commitment then in effect and (ii) the Borrowing Base.
The Loans shall be made pro rata in accordance with each Bank's Commitment
Percentage. Each request for a Loan hereunder shall constitute a representation
and warranty by the Borrower that the conditions set forth in Section 10 and
Section 11, in the case of the initial Loan to be made on the Closing Date, and
Section 11, in the case of all other Loans, have been satisfied on the date of
such request.

      (b)   [Intentionally Omitted.]

      (c)   General. The Borrower acknowledges, agrees and confirms that the
effectiveness of this Credit Agreement is subject to the satisfaction of the
conditions set forth in Section 10 and Section 11 on or before July 30, 2004. If
the conditions set forth in Section 10 and Section 11 are not satisfied on or
before July 30, 2004, then this Credit Agreement,

<PAGE>
                                      -25-

and the respective rights and obligations of the parties hereto, shall be null
and void AB INITIO and of no further force and effect.

      (d)   Suspension of Loans. If any stay, order, cease and desist order,
injunction, temporary restraining order or similar judicial or nonjudicial
sanction shall be issued limiting or otherwise materially adversely affecting
any Intervals sales activities, other business operations in respect of the
Eligible Projects, or the enforcement of the remedies of the Agent and the Banks
hereunder or under the Security Documents, then, in such event, the Agent and
the Banks shall have no obligation to make any Loans hereunder: (i) in respect
of Eligible Consumer Loans from the sale of Intervals, which are the subject of
any stay, order, cease and desist order, injunction, temporary restraining order
or similar judicial or nonjudicial sanction until the stay, order, cease and
desist order, injunction, temporary restraining order or similar judicial or
nonjudicial sanction has been lifted or released to the satisfaction of the
Agent and (ii) in respect of consumer loans from the sale of Intervals at any
Eligible Project if: (x) the stay, order, cease and desist order, injunction,
temporary restraining order or similar judicial or nonjudicial sanction in
question has not been lifted or released to the satisfaction of the Agent within
sixty (60) days of its issuance and (y) there is a reduction in the total number
of sales of Intervals by the Borrower in any Loan Year of more than twenty
percent (20%) from the total number of sales of Intervals in the immediately
preceding Loan Year.

      (e)   Change in Control. If there shall occur a change, singly or in the
aggregate, of more than fifty percent (50%) of the executive management of the
Borrower as described in SCHEDULE 2.1(e), the Banks shall have no obligation to
make any Loans hereunder, unless within thirty (30) days prior thereto the
Borrower provides the Banks with written information setting forth the
replacement executive management personnel of the Borrower together with a
description of those Persons' experience, ability and reputation, and the Agent,
acting in good faith, determines that the replacement management personnel's
experience, ability and reputation is equal to or greater than that of the
Borrower as set forth on SCHEDULE 2.1(e). Notwithstanding the foregoing, the
makeup of the Borrower's Board of Directors may be altered in accordance with
the Bond Holder Exchange Documents, provided that no more than two (2) of the
five (5) positions shall be controlled by the holders of the New Notes.

      (f)   [Intentionally Omitted.]

      2.2. INTENTIONALLY OMITTED.

      2.3. THE NOTES. The Loans shall be evidenced by separate promissory notes
of the Borrower in substantially the form of EXHIBIT B hereto (each a "NOTE").
Each of the Notes shall be dated as of the Closing Date and completed with
appropriate insertions. One Note shall be payable to the order of each Bank in a
principal amount equal to such Bank's Commitment or, if less, the outstanding
amount of all Loans made by such Bank, plus interest accrued thereon, as set
forth below. The Borrower irrevocably authorizes each Bank to make or cause to
be made, at or about

<PAGE>
                                      -26-

the time of the Drawdown Date of any Loan or at the time of receipt of any
payment of principal on such Bank's Note, an appropriate notation on such Bank's
Note Record reflecting the making of such Loan or (as the case may be) the
receipt of such payment. The outstanding amount of the Loans set forth on such
Bank's Note record shall be prima facie evidence of the principal amount thereof
owing and unpaid to such Bank, but the failure to record, or any error in so
recording, any such amount on such Bank's Note Record shall not limit or
otherwise affect the obligations of the Borrower hereunder or under any Note to
make payments of principal of or interest on any Note when due.

      2.4. INTEREST ON LOANS. Except as otherwise provided in Section 4.7, each
Loan shall bear interest for the period commencing with the Drawdown Date
thereof and ending on the date such Loan is repaid at a rate per annum equal to
the Base Rate. The Borrower promises to pay interest on each Loan monthly in
arrears on the first day of each calendar month for the prior calendar month.

      2.5. REQUESTS FOR LOANS. The Borrower shall give to the Agent written
notice in the form of EXHIBIT C hereto (or telephonic notice confirmed in a
writing in the form of EXHIBIT C hereto) of each Loan requested hereunder (a
"LOAN REQUEST") no less than two (2) Business Days prior to the proposed
Drawdown Date of any Loan. Each such notice shall specify (i) the principal
amount of the Loan requested and (ii) the proposed Drawdown Date of such Loan.
Each Loan Request shall be accompanied by a Borrowing Base Certificate. With
each Loan Request, the Borrower shall deliver to the Agent the Required Consumer
Loan Documents for the Eligible Consumer Loans and the Required Eligible
Inventory Documents for the Intervals to be pledged by the Borrower to the Agent
and upon which such Loan Request is based so that the Borrowing Base shall
exceed the outstanding amount of all Loans (including the Loans included in such
Loan Request). By submitting a Loan Request, the Borrower shall be deemed to
represent and warrant that (i) the information in the most recent Borrowing Base
Certificate remains true and accurate as of the date of such Loan Request, (ii)
the proceeds of such Loan shall be used by the Borrower in accordance with
Section 6.19.1, and (iii) that after giving effect to the requested advance, the
outstanding principal amount of the Loans will not exceed the lesser of the
Total Commitment and the Borrowing Base. Promptly upon receipt of any such
notice, the Agent shall notify each of the Banks thereof. Each such notice shall
be irrevocable and binding on the Borrower and shall obligate the Borrower to
accept the Loan(s) requested from the Banks on the proposed Drawdown Date. Each
Loan Request shall be in a minimum aggregate amount of $100,000 or an integral
multiple thereof. The Borrower shall not submit more frequently than once a
calendar week a Loan Request.

      2.6. FUNDS FOR LOANS.

            2.6.1. FUNDING PROCEDURES. Subject to the terms and conditions set
      forth herein (including receipt by each Bank of a Loan Request within the
      time period specified in Section 2.5), not later than 1:00 p.m.
      (Providence, Rhode Island time) on the proposed Drawdown Date of any
      Loans, each of the Banks, will make available to the Agent, at the Agent's
      Office, in

<PAGE>
                                      -27-

      immediately available funds, the amount of such Bank's Commitment
      Percentage of the amount of the requested Loans. Upon receipt from each
      such Bank of such amount, and upon receipt of the documents required by
      Sections 10 and 11 and the satisfaction of the other conditions set forth
      herein, to the extent applicable, the Agent will make available to the
      Borrower the aggregate amount of such Loans made available to the Agent by
      the Banks. The failure or refusal of any Bank to make available to the
      Agent at the aforesaid time and place on any Drawdown Date the amount of
      its Commitment Percentage of the requested Loans shall not relieve any
      other Bank from its several obligation hereunder to make available to the
      Agent the amount of such other Bank's Commitment Percentage of any
      requested Loans.

            2.6.2. ADVANCES BY AGENT. The Agent may, unless notified to the
      contrary by any Bank prior to a Drawdown Date, assume that such Bank has
      made available to the Agent on such Drawdown Date the amount of such
      Bank's Commitment Percentage of the Loans to be made on such Drawdown
      Date, and the Agent may (but it shall not be required to), in reliance
      upon such assumption, make available to the Borrower a corresponding
      amount. If any Bank makes available to the Agent such amount on a date
      after such Drawdown Date, such Bank shall pay to the Agent on demand an
      amount equal to the product of (i) the average computed for the period
      referred to in clause (iii) below, of the weighted average interest rate
      paid by the Agent for federal funds acquired by the Agent during each day
      included in such period, times (ii) the amount of such Bank's Commitment
      Percentage of such Loans, times (iii) a fraction, the numerator of which
      is the number of days that elapse from and including such Drawdown Date
      (or such later date which is two Business Days after such Bank received
      the Loan Request for such Loan) to the date on which the amount of such
      Bank's Commitment Percentage of such Loans shall become immediately
      available to the Agent, and the denominator of which is 365. A statement
      of the Agent submitted to such Bank with respect to any amounts owing
      under this paragraph shall be prima facie evidence of the amount due and
      owing to the Agent by such Bank. If the amount of such Bank's Commitment
      Percentage of such Loans is not made available to the Agent by such Bank
      within three (3) Business Days following such Drawdown Date, the Agent
      shall be entitled to recover such amount from the Borrower on demand, with
      interest thereon at the rate per annum applicable to the Loans made on
      such Drawdown Date.

      2.7. CHANGE IN BORROWING BASE; INELIGIBLE CONSUMER LOANS OR INVENTORY.

      (a)   The Borrowing Base shall be determined weekly (or at such other
intervals as may be specified pursuant to Section 7.4(f)) by the Agent by
reference to the Borrowing Base Certificate delivered to the Banks and the Agent
pursuant to Section 7.4(f) and other information obtained by or provided to the
Agent or any of the Banks. The Agent shall give to the Borrower written notice
of any change in the Borrowing Base determined by the Required Banks. In the
case of any change in the general criteria

<PAGE>
                                      -28-

for Eligible Consumer Loans or Eligible Inventory, such notice shall be
effective upon its receipt by the Borrower. Prior to the time that such notice
becomes effective, the Borrowing Base shall be computed as it would have been
computed in the absence of such notice.

      (b)   If any consumer loan or Interval pledged as Consumer Loan Collateral
or Eligible Inventory shall subsequent to the pledge under any Security Document
no longer qualify as an Eligible Consumer Loan or Eligible Inventory, such
consumer loan or Interval shall be excluded from the Borrowing Base, and the
Borrower (i) shall replace such consumer loan or Interval with an Eligible
Consumer Loan or Eligible Inventory, as the case may be, that provides the same
amount of credit to the Borrowing Base, (ii) shall reduce the amount of
outstanding Loans (if necessary) so that the total amount of Loans outstanding
shall not exceed the Borrowing Base, or (iii) in the case of consumer loans
only, if the Borrower is unable to replace such consumer loan with an Eligible
Consumer Loan or reduce the Loan, and the Required Banks give their prior
written consent, may replace such consumer loan with a consumer loan that does
not satisfy the criteria for being classified as an Eligible Consumer Loan. In
the event that any Eligible Consumer Loan becomes available thereafter, the
Borrower shall promptly substitute such Eligible Consumer Loan for the
ineligible consumer loan pledged to the Agent.

      2.8. REPAYMENTS OF LOANS PRIOR TO EVENT OF DEFAULT.

            2.8.1. CREDIT FOR FUNDS RECEIVED IN BORROWER'S ACCOUNT. Prior to the
      occurrence of an Event of Default as to which the account officers of the
      Agent active upon the Borrower's account have actual knowledge, (i) all
      funds and cash proceeds in the form of money, checks and like items
      received in the Borrower's Account as contemplated by Section 7.18 shall
      be credited, on the same Business Day on which the Agent determines that
      good collected funds have been received, and, prior to the receipt of good
      collected funds, may, in the Agent's discretion, be credited on a
      provisional basis until final receipt of good collected funds, and applied
      as contemplated by Section 2.8.2, (ii) all funds and cash proceeds in the
      form of a wire transfer received in the Borrower's Account as contemplated
      by Section 7.18 shall be credited on the same Business Day as the Agent's
      receipt of such amounts (or up to such later date as the Agent determines
      that good collected funds have been received), and applied as contemplated
      by Section 2.8.2, and (iii) all funds and cash proceeds in the form of an
      automated clearing house transfer received in the Borrower's Account as
      contemplated by Section 7.18 shall be credited, on the next Business Day
      following the Agent's receipt of such amounts (or up to such later date as
      the Agent determines that good collected funds have been received), and
      applied as contemplated by Section 2.8.2. For purposes of the foregoing
      provisions of this Section 2.8.1, the Agent shall not be deemed to have
      received any such funds or cash proceeds on any day unless received by the
      Agent before 2:30 p.m. (Providence, Rhode Island time) on such day. The
      Borrower further acknowledges and agrees that any such provisional credits
      or credits in respect of wire or automatic clearing house funds transfers
      shall be subject to reversal if final collection in good funds of the
      related item is not received by,

<PAGE>
                                      -29-

      or final settlement of the funds transfer is not made in favor of, the
      Agent in accordance with the Agent's customary procedures and practices
      for collecting provisional items or receiving settlement of funds
      transfers.

            2.8.2. APPLICATION OF PAYMENTS PRIOR TO EVENT OF DEFAULT.

            (a)   Prior to the occurrence of an Event of Default of which the
      account officers of the Agent active on the Borrower's account have
      knowledge, and except as otherwise provided in Section 2.8.2(b), all funds
      transferred to the Borrower's Account and for which the Borrower has
      received credits shall be applied to the Obligations once each calendar
      week as follows:

                  (i)   first, to pay the fees, expenses, costs, and any past
            due amounts (other than principal and interest on any Loans) due and
            payable by the Borrower to the Agent or any Bank;

                  (ii)  second, to pay interest then due and payable on the
            Loans, and any other Obligations then due and payable (other than
            the principal of the Loans);

                  (iii) third, to reduce the principal of the Loans; and

                  (iv)  fourth, to pay the Obligations under and as defined in
            the Receivables Credit Agreement as specified therein.

            (b)   Prior to the occurrence of an Event of Default of which the
      account officers of the Agent active on the Borrower's account have
      knowledge, any funds in the Borrower's Account constituting proceeds from
      the sale or other disposition of, or otherwise funds generated by or from,
      the Receivables Loan Collateral shall be applied to the Obligations as
      follows:

                  (i)   first, to pay the fees, expenses, and any past due
            amounts (other than principal and interest on any Loans) due and
            payable by the Borrower to Sovereign;

                  (ii)  second, to pay interest then due and payable on the
            Loans of Sovereign, and any other Obligations then due and payable
            to Sovereign (other than the principal of the Loans);

                  (iii) third, to reduce the principal of the Loans of
            Sovereign;

                  (iv)  fourth, to pay interest then due and payable on the
            Loans of the Banks (other than Sovereign) and any other Obligations
            then due and payable (other than the principal of the Loans) to the
            Banks (other than Sovereign);

                  (v)   fifth, to reduce the principal of the Loans of the Banks
            (other than Sovereign); and

<PAGE>
                                      -30-

                  (vi)  sixth, to pay the Obligations under and as defined in
            the Receivables Credit Agreement as specified therein.

            (c)   Except as otherwise provided in Section 2.8.2(a) or (b), all
      prepayments of the Loans pursuant to this Section 2.8.2 shall be allocated
      among the Banks making such Loans, in proportion, as nearly as
      practicable, to the respective unpaid principal amount of such Loans
      outstanding, with adjustments to the extent practicable to equalize any
      prior payments or repayments not exactly in proportion.

      2.9. REPAYMENTS OF LOANS AFTER EVENT OF DEFAULT. Following the occurrence
and during the continuance of an Event of Default of which the account officers
of the Agent active on the Borrower's account have knowledge, all funds
transferred to the Borrower's Account and for which the Borrower has received
credits shall be applied to the Obligations in accordance with Section 12.5.

      2.10. CLOSING FEE. The Borrower shall pay the fee (the "CLOSING FEE")
specified in the Fee Letter of even date between the Agent and the Borrower.

                           3. REPAYMENT OF THE LOANS.

      3.1. MATURITY. The Borrower promises to pay on the Maturity Date, and
there shall become absolutely due and payable on the Maturity Date, all of the
Loans outstanding on such date, together with any and all accrued and unpaid
interest thereon.

      3.2. MANDATORY REPAYMENTS OF LOANS.

      (a)   Scheduled Payments of Loans. Not later than December 31, 2005, the
Borrower may request in writing to the Agent and the Banks that the Conversion
Date be extended. If the Agent and each of the Banks, in their sole discretion,
consent to such request, the Conversion Date shall be extended for such period
as determined by the Agent and the Banks. Effective upon the occurrence of the
Conversion Date, the Commitments shall terminate and the Borrower shall pay the
outstanding principal amount of the Loans in equal (as nearly as possible)
monthly installments (the "MONTHLY PRINCIPAL PAYMENT"), the calculation of which
payment shall be determined by the Agent, with a final payment due on the
Maturity Date in the amount of remaining outstanding principal amount of the
Loans. Such Monthly Principal Payments shall be made on the last Business Day of
each calendar month. Absent a Default or an Event of Default, following the
Conversion Date, all payments of principal and interest on the Consumer Loan
Collateral and the Inventory Collateral (including Release Prices) shall
continue to be paid to the Agent for the pro rata benefit of the Banks and the
Agent, and the Agent shall apply such payments as set forth in Section 2.8.2(a)
to satisfy the Borrower's obligations under this Section 3.2(a). In the event
that on the last Business Day of any calendar month following the Conversion
Date, the proceeds of the Consumer Loan Collateral and the Inventory Collateral
(including Release Prices) applied to the principal of the Loans pursuant to
Section 2.8.2(a)(iii) during such month are less than the

<PAGE>
                                      -31-

Monthly Principal Payment due on such date, the Borrower shall pay to the Agent
on such day the amount by which such Monthly Principal Payment exceeds the sum
of the proceeds of the Consumer Loan Collateral and the Inventory Collateral
applied to the principal of the Loans in accordance with Section 2.8.2(a)(iii).

      (b)   Overadvances. If at any time the sum of the outstanding amount of
the Loans exceeds the Total Commitment or the Borrowing Base (except, in the
case of the Borrowing Base, as otherwise permitted in Section 2.7(b)) then in
effect, then the Borrower shall immediately pay the amount of such excess to the
Agent for application to the Loans.

      (c)   [Intentionally Omitted.]

      3.3. OPTIONAL REPAYMENTS OF LOANS. The Borrower shall have the right, at
its election, to repay the outstanding amount of the Loans, as a whole or in
part, at any time without penalty or premium; provided that, notwithstanding the
foregoing, the Borrower shall be required to pay the Release Price for the
release of any Eligible Inventory pledged to secure the Obligations. The
Borrower shall give the Agent, no later than 10:00 a.m., Providence, Rhode
Island time, at least three (3) Business Days prior written notice, of any
proposed repayment pursuant to this Section 3.3 of Loans, specifying the
proposed date of payment of Loans and the principal amount to be paid. Each such
partial prepayment of the Loans shall be in an integral multiple of $100,000 and
shall be accompanied by the payment of accrued interest on the principal repaid
to the date of payment. Each partial prepayment shall be allocated among the
applicable Banks, in proportion, as nearly as practicable, to the respective
unpaid principal amount of each Bank's Note, with adjustments to the extent
practicable to equalize any prior repayments not exactly in proportion.

                         4. CERTAIN GENERAL PROVISIONS.

      4.1. FUNDS FOR PAYMENTS.

            4.1.1. PAYMENTS TO AGENT. All payments of principal, interest, and
      any other amounts due hereunder or under any of the other Loan Documents
      shall be made on the due date thereof to the Agent in Dollars, for the
      respective accounts of the applicable Banks and the Agent, at the Agent's
      Office or at such other place that the Agent may from time to time
      designate, in each case at or about 11:00 a.m. (Providence, Rhode Island,
      time or other local time at the place of payment) and in immediately
      available funds.

            4.1.2. NO OFFSET, ETC. All payments by the Borrower hereunder and
      under any of the other Loan Documents shall be made without recoupment,
      setoff or counterclaim and free and clear of and without deduction for any
      taxes, levies, imposts, duties, charges, fees, deductions, withholdings,
      compulsory loans, restrictions or conditions of any nature now or
      hereafter imposed or levied by any jurisdiction or any political
      subdivision thereof or taxing or other authority therein unless the
      Borrower is compelled by law to make such deduction or withholding. If any
      such obligation is imposed upon

<PAGE>
                                      -32-

      the Borrower with respect to any amount payable by it hereunder or under
      any of the other Loan Documents, the Borrower will pay to the Agent, for
      the account of the applicable Banks or (as the case may be) the Agent, on
      the date on which such amount is due and payable hereunder or under such
      other Loan Document, such additional amount in Dollars as shall be
      necessary to enable the applicable Banks or the Agent to receive the same
      net amount which such Banks or the Agent would have received on such due
      date had no such obligation been imposed upon the Borrower. The Borrower
      will deliver promptly to the Agent certificates or other valid vouchers
      for all taxes or other charges deducted from or paid with respect to
      payments made by the Borrower hereunder or under such other Loan Document.

      4.2. COMPUTATIONS. All computations of interest on the Loans shall be
based on a 360-day year and paid for the actual number of days elapsed. Whenever
a payment hereunder or under any of the other Loan Documents becomes due on a
day that is not a Business Day, the due date for such payment shall be extended
to the next succeeding Business Day, and interest shall accrue during such
extension. The outstanding amount of the Loans as reflected on the Note Records
from time to time shall be considered correct and binding on the Borrower unless
within five (5) Business Days after receipt of any notice by the Agent or any of
the Banks of such outstanding amount, the Agent or such Bank shall notify the
Borrower to the contrary.

      4.3. ADDITIONAL COSTS, ETC. If any present or future applicable law, which
expression, as used herein, includes statutes, rules and regulations thereunder
and interpretations thereof by any competent court or by any governmental or
other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Bank or
the Agent by any central bank or other fiscal, monetary or other authority
(whether or not having the force of law), shall:

            (a)   subject any Bank or the Agent to any tax, levy, impost, duty,
      charge, fee, deduction or withholding of any nature with respect to this
      Credit Agreement, the other Loan Documents, such Bank's Commitment or any
      of the Loans (other than taxes based upon or measured by the income or
      profits of such Bank or the Agent), or

            (b)   materially change the basis of taxation (except for changes in
      taxes on income or profits) of payments to any Bank of the principal of or
      the interest on any Loans or any other amounts payable to any Bank or the
      Agent under this Credit Agreement or the other Loan Documents, or

            (c)   impose or increase or render applicable (other than to the
      extent specifically provided for elsewhere in this Credit Agreement) any
      special deposit, reserve, assessment, liquidity, capital adequacy or other
      similar requirements (whether or not having the force of law) against
      assets

<PAGE>
                                      -33-

      held by, or deposits in or for the account of, or loans by, or commitments
      of an office of any Bank, or

            (d)   impose on any Bank or the Agent any other conditions or
      requirements with respect to this Credit Agreement, the other Loan
      Documents, any of the Loans, such Bank's Commitment, or any class of loans
      or commitments of which any of the Loans or such Bank's Commitment forms a
      part, and the result of any of the foregoing is

                  (i)   to increase the cost to any Bank of making, funding,
            issuing, renewing, extending or maintaining any of the Loans or such
            Bank's Commitment, or

                  (ii)  to reduce the amount of principal, interest, or other
            amount payable to such Bank or the Agent hereunder on account of
            such Bank's Commitment or any of the Loans, or

                  (iii) to require such Bank or the Agent to make any payment or
            to forego any interest or other sum payable hereunder, the amount of
            which payment or foregone interest or other sum is calculated by
            reference to the gross amount of any sum receivable or deemed
            received by such Bank or the Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Bank or
(as the case may be) the Agent at any time and from time to time and as often as
the occasion therefor may arise, pay to such Bank or the Agent such additional
amounts as will be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or other sum.

      4.4. CAPITAL ADEQUACY. If after the date hereof any Bank or the Agent
determines that (i) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by a court or governmental
authority with appropriate jurisdiction, or (ii) compliance by such Bank or the
Agent or any corporation controlling such Bank or the Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the
effect of reducing the return on such Bank's or the Agent's commitment with
respect to any Loans to a level below that which such Bank or the Agent could
have achieved but for such adoption, change or compliance (taking into
consideration such Bank's or the Agent's then existing policies with respect to
capital adequacy and assuming full utilization of such entity's capital) by any
amount deemed by such Bank or (as the case may be) the Agent to be material,
then such Bank or the Agent may notify the Borrower of such fact. To the extent
that the amount of such reduction in the return on capital is not reflected in
the Base Rate, the Borrower agrees to pay such Bank or (as the case may be) the
Agent for the amount of such reduction in the return on capital as and when such
reduction is determined upon presentation by such Bank or (as the case

<PAGE>
                                      -34-

may be) the Agent of a certificate in accordance with Section 4.5 hereof. Each
Bank shall allocate such cost increases among its customers in good faith and on
an equitable basis.

      4.5. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to Sections 4.3 or 4.4 and a brief explanation of such amounts
which are due, submitted by any Bank or the Agent to the Borrower, shall be
conclusive, absent manifest error, that such amounts are due and owing.

      4.6. INDEMNITY. The Borrower agrees to indemnify each Bank and to hold
each Bank harmless from and against any loss, cost or expense (including loss of
anticipated profits) that such Bank may sustain or incur as a consequence of
default by the Borrower in making a borrowing after the Borrower has given (or
is deemed to have given) a Loan Request.

      4.7. INTEREST AFTER DEFAULT.

            4.7.1. OVERDUE AMOUNTS. Overdue principal and (to the extent
      permitted by applicable law) interest on the Loans and all other overdue
      amounts payable hereunder or under any of the other Loan Documents shall
      bear interest compounded monthly and payable on demand at a rate per annum
      equal to four percent (4%) above the rate of interest otherwise applicable
      pursuant to Section 2.4 until such amount shall be paid in full (after as
      well as before judgment).

            4.7.2. AMOUNTS NOT OVERDUE. During the continuance of a Default or
      an Event of Default, the principal of the Loans not overdue shall, until
      such Default or Event of Default has been cured or remedied or such
      Default or Event of Default has been waived by the Required Banks pursuant
      to Section 24, bear interest at a rate per annum equal to four percent
      (4%) above the rate of interest otherwise applicable to such Loans
      pursuant to Section 2.4. Any installment or payment due hereunder which
      shall be received by the Agent more than ten (10) days after its due date
      shall be subject to an additional charge of five percent (5%) per annum on
      the amount so overdue (but in no event higher than the maximum allowed by
      applicable law).

            5. SECURITY; SERVICING AGREEMENT; LOCK BOX AGREEMENT AND
                        COLLATERAL CUSTODIAN AGREEMENT.

      5.1. COLLATERAL. Pursuant to the Security Documents, the Obligations shall
be secured by a perfected security interest in the Collateral with the priority
set forth in the applicable Security Documents (subject only to Permitted Liens
entitled to priority under applicable law).

      5.2. LOCK BOX AGREEMENT. Pursuant to the Lock Box Agreement, JPMC shall
receive in the post office box identified therein all payments on loans
constituting Consumer Loan Collateral and other consumer loans pledged to the
Agent (other than consumer loans constituting Shared Collateral (as defined in
the

<PAGE>
                                      -35-

Security Agreement)) in the ordinary course of business. JPMC shall deposit to
the Depository Account (as defined in the Lock Box Agreement) or any other
account identified in the Lock Box Agreement each Business Day all payments
collected with respect to the Consumer Loan Collateral and other consumer loans
pledged to the Agent (other than consumer loans constituting Shared Collateral
(as defined in the Security Agreement)). Once each week, JPMC shall transfer the
total balance of the Depository Account or any other account identified in the
Lock Box Agreement to the Agent for deposit in the Borrower's Account. All
amounts deposited in the Borrower's Account shall be applied by the Agent on a
weekly basis as provided in Section 2.8 or Section 2.9, as the case may be.

      5.3. COLLATERAL CUSTODIAN. Pursuant to the Custodial Agreement, dated as
of July 30, 2004, among the Agent, the Borrower and the Collateral Custodian (as
the same may be amended, modified or restated and in effect from time to time,
the "COLLATERAL CUSTODIAL AGREEMENT"), the Collateral Custodian shall hold, as
collateral agent for the Agent, all of the Consumer Loan Collateral (including
the Required Consumer Loan Documents).

      5.4. SERVICING AGREEMENT. Pursuant to the Servicing Agreement, dated as of
July 30, 2004 (the "SERVICING AGREEMENT"), among the Borrower, the Agent and the
Borrower, as servicer (the "SERVICER"), the Servicer shall service and
administer loans constituting Consumer Loan Collateral in the ordinary course of
business. The Servicer shall administer all amounts due to the Borrower with
respect to the Consumer Loan Collateral and shall direct payment to the Lock Box
of all amounts to be collected with respect to the Consumer Loan Collateral. All
amounts directed by the Servicer to the Lock Box shall be transferred to the
Borrower's Account as set forth in Section 5.2 and applied by the Agent as set
forth in Section 2.8 or Section 2.9, as the case may be. The Servicer shall
provide to the Agent such reports and perform such other functions as the Agent
shall require. Following an Event of Default or for other good cause, the Agent
shall be entitled to establish a substitute servicing arrangement with a
servicer acceptable to the Agent at any time.

      5.5. COLLATERAL PROCEDURES. The Borrower shall deliver to the Agent the
Required Consumer Loan Documents and the Required Eligible Inventory Documents
from time to time to such locations and in such manner acceptable to the Agent
as the Agent shall reasonably determine. The Borrower shall take any actions
required by the Agent to obtain the release of any lien or security interest in
favor of any party other than the Agent in any Consumer Loan Collateral or
Inventory Collateral. The Borrower shall pay to the Agent all custodial costs
incurred, as determined by the Agent. With the prior consent of the Agent in
each instance, in its sole discretion, the Borrower shall be entitled to effect
delivery to the Agent by delivery to the Collateral Custodian or a successor
custodian approved by the Agent. All consumer loans delivered by the Borrower to
the Agent or the Collateral Custodian shall be accompanied by the Required
Consumer Loan Documents, and the Borrower shall be deemed to represent and
warrant in connection with all such loans delivered to the Agent or the
Collateral Custodian that the certifications required to be included in the
Consumer Loan Cover Sheet are true even if no such cover sheet shall be
delivered by the Borrower. The Borrower shall promptly deliver

<PAGE>
                                      -36-

to the Agent or the Collateral Custodian any additional documents related to any
Consumer Loan Collateral or Inventory Collateral which the Borrower acquires
after delivery to the Agent or the Collateral Custodian of the Required Consumer
Loan Documents or the Required Eligible Inventory Documents, as applicable.

      5.6. ELIGIBLE PROJECTS.

      (a)   Proposed Additional Projects. The Borrower may propose additional
projects to be included as Eligible Projects. The Agent shall conduct such
review of such projects as the Agent shall deem appropriate, including, without
limitation, review of all timeshare instruments, consumer loan documents, real
estate documents, amenities agreements, management contracts, marketing
contracts, and other documentation related to such project. The Agent, with the
consent of all of the Banks, shall be entitled to approve or not approve such
proposed project as an Eligible Project.

      (b)   Acceptance of Additional Projects. Upon the approval by all of the
Banks of a proposed project as an Eligible Project, EXHIBIT D shall be deemed
amended to include such project and the Agent shall circulate a revised EXHIBIT
D containing such additional projects to the Banks. The Borrower shall take such
other action as the Banks shall require in connection with such project,
including, without limitation, the subordination of any applicable management
and marketing fees, the delivery of an opinion from local counsel in the
jurisdiction where such project is located, or any other action as the Agent
shall require. Upon the inclusion of an additional project as an Eligible
Project, all representations, warranties and covenants of the Borrower with
regard to the Eligible Projects in the Loan Documents shall be deemed amended to
refer to the additional Eligible Project.

      5.7. SECURITY INTERESTS IN ALL CONSUMER LOAN COLLATERAL AND THE ELIGIBLE
INVENTORY AND OTHER CONSUMER LOANS. The Agent shall have a first priority
perfected security interest in the Consumer Loan Collateral and the Inventory
Collateral, a second priority security interest in the Receivables Loan
Collateral, and a second priority security interest, perfected to the extent set
forth in the Intercreditor Agreement, in any consumer loans, Timeshare Interests
and Intervals pledged by the Borrower to Textron and included in Textron's
borrowing bases. Notwithstanding that the Banks are obligated, subject to the
conditions of the Loan Documents, to make Loans only in respect of Eligible
Consumer Loans and Eligible Inventory pledged to the Agent from and after the
Closing Date, the Agent, for the benefit of the Banks, shall have a continuing
security interest in all of the Consumer Loan Collateral, the Inventory
Collateral, the Receivables Loan Collateral, and any consumer loans, Timeshare
Interests, and Intervals pledged to Textron, and the Agent may, on behalf of the
Banks, collect all payments made under or in respect of all such (i) Consumer
Loan Collateral, including, without limitation, Eligible Consumer Loans that are
or may become ineligible, until any of the same may be released by Agent, if at
all, pursuant to Section 8.1 or the Security Agreement, and (ii) any Eligible
Inventory that is or may become ineligible to be included in the Borrowing Base,
until any of the same may be released by the Agent in accordance with the Loan
Documents. The Borrower further acknowledges and

<PAGE>
                                      -37-

agrees that upon repayment in full of the Textron Facility or the Receivables
Facility, the Agent's security interest in the collateral securing such facility
shall automatically become a first priority security interest for the
Obligations and the Borrower shall take such steps as the Agent may request to
deliver such collateral to the Agent and to confirm the Agent's first priority
security interest therein.

      5.8. SUBSTITUTION OF INVENTORY. The Agent agrees that the Borrower may,
from time to time during the term hereof, but no more frequently than once each
calendar quarter, replace any Interval or Intervals pledged to the Agent by
granting to the Agent a first mortgage lien on a new Interval or Intervals owned
by the Borrower at an Eligible Project and qualifying as Eligible Inventory. In
granting to the Agent a first mortgage lien on any such new Interval or
Intervals, the Borrower shall comply with the document delivery and recordation
requirements set forth in Section 11A.7 of this Credit Agreement and the
Borrower shall deliver to the Agent its written certification that the Loans do
not exceed the Borrowing Base.

      5.9. CROSS COLLATERALIZATION. The Collateral also secures the obligations
of the Borrower under the Receivables Facility. Upon repayment of the Loan and
the satisfaction by the Borrower of all of the Obligations, the Collateral shall
continue to secure the Receivables Facility, as provided in the documents
evidencing and securing the Receivables Facility. The Borrower further
acknowledges and agrees that upon repayment in full of the Receivables Facility,
the Agent's security interest in the collateral securing such facility shall
automatically become a first priority security interest securing the Borrower's
Obligations hereunder and the Borrower shall take such steps as the Agent may
request to deliver such collateral to the Agent and to confirm the Agent's first
priority security interest therein. The Agent hereby acknowledges and agrees
that it will release its security interest and lien on the Textron Receivables
and the Other Textron Collateral (in each case as defined in the Security
Agreement) upon Textron's release (in form and substance satisfactory to the
Agent) of Textron's second priority lien on the Consumer Loan Collateral.
Further, the Agent acknowledges and agrees that it will release and terminate
its interest in and rights under the Standby Management Agreement and the
Standby Servicing Agreement upon Textron's release and termination (in form and
substance satisfactory to the Agent) of Textron's rights under and interests in
the standby management agreement or consulting agreement between Textron and the
Standby Manager and the servicing agreement between Textron and the Standby
Servicer.

      5.10. RELEASE OF INTERVALS FROM INVENTORY. Upon the written request of the
Borrower, and provided that no Default or Event of Default shall have occurred
and be continuing, the Agent shall release from the Inventory Collateral, one or
more Intervals, subject to the following conditions: (i) payment by the Borrower
to the Agent at the time of such release of the Release Price for each such
Interval and (ii) following such release of the Interval(s) and application of
the Release Price to the Obligations in accordance with the terms of this Credit
Agreement, the Loans shall not exceed the Borrowing Base. As used herein,
"RELEASE PRICE" means an amount equal to the greater of (i) $1,600.00 per
Interval or (ii) fifteen percent (15%) of the Interval Purchase Price. Prior to
the Conversion Date, the payments received by the Agent in respect of Release
Price(s) shall be applied to the Obligations in

<PAGE>
                                      -38-

accordance with Section 2.8.2(a) or Section 2.9. Following the Conversion Date,
the Release Price for any Interval shall be held by the Borrower in escrow for
the benefit of the Agent and applied to the monthly principal payments to be
made by the Borrower pursuant to Section 3.2. The Borrower shall bear all
expenses (including, without limitation, legal fees and disbursements of the
Agent and recording costs) in connection with any such partial releases the
Inventory Mortgages, and the Borrower shall be responsible for recording any
release documentation in respect of such releases. In addition, the Borrower
shall pay for and provide the Agent with mortgagee's title insurance policies or
binding commitments therefor from time to time identifying the Eligible
Inventory and insuring the first priority perfect mortgage lien of the Inventory
Mortgages.

      5.11. SUBORDINATION OF FIRST REFUSAL RIGHTS. With respect to any Interval
included in the Inventory Collateral, the Borrower hereby subordinates to and in
favor of the Agent any option or right of first refusal or approval rights
granted or assigned to the Borrower, as developer, or successor or concurrent
developer of the Eligible Project, or to the Borrower's successor or assigns,
pursuant to the applicable Declaration or otherwise.

                       6. REPRESENTATIONS AND WARRANTIES.

      The Borrower represents and warrants to the Banks and the Agent as
follows:

      6.1. CORPORATE AUTHORITY.

            6.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower and its
      Subsidiaries (i) is a corporation duly organized, validly existing and in
      good standing under the laws of the State of Texas (in the case of the
      Borrower) or its state of incorporation (in the case of its Subsidiaries),
      (ii) has all requisite corporate power to own its property and conduct its
      business as now conducted and as presently contemplated, and (iii) is in
      good standing as a foreign corporation and is duly authorized to do
      business in each jurisdiction where such qualification is necessary. The
      Borrower's tax identification number is 75-2259890.

            6.1.2. AUTHORIZATION. The execution, delivery and performance of
      this Credit Agreement and the other Loan Documents to which the Borrower
      or any of its Subsidiaries is or is to become a party and the transactions
      contemplated hereby and thereby (i) are within the corporate authority of
      such Person, (ii) have been duly authorized by all necessary corporate
      proceedings, (iii) do not conflict with or result in any breach or
      contravention of any provision of law, statute, rule or regulation to
      which the Borrower or any of its Subsidiaries is subject or any judgment,
      order, writ, injunction, license or permit applicable to the Borrower or
      any of its Subsidiaries and (iv) do not conflict with any provision of the
      corporate charter or bylaws of, or any agreement or other instrument
      binding upon, the Borrower or any of its Subsidiaries.

<PAGE>
                                      -39-

            6.1.3. ENFORCEABILITY. The execution and delivery of this Credit
      Agreement and the other Loan Documents to which the Borrower or any of its
      Subsidiaries is or is to become a party has resulted in or will result in
      valid and legally binding obligations of such Person enforceable against
      it in accordance with the respective terms and provisions hereof and
      thereof, except as enforceability is limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting
      generally the enforcement of creditors' rights and except to the extent
      that availability of the remedy of specific performance or injunctive
      relief is subject to the discretion of the court before which any
      proceeding therefor may be brought.

      6.2. APPROVALS. The execution, delivery and performance by the Borrower or
any of its Subsidiaries of this Credit Agreement and the other Loan Documents to
which the Borrower or any of its Subsidiaries is or is to become a party and the
transactions contemplated hereby and thereby do not require the approval or
consent of, or filing with, any governmental agency or authority, any
shareholders, directors, bondholders, or any other Person, other than those
already obtained.

      6.3. ASSOCIATIONS. Each Association is a corporation or unincorporated
association duly organized, validly existing and in good standing under the laws
of the jurisdiction where the respective Eligible Project is located. Each
Association at the following Eligible Projects is a member of the Silverleaf
Club: Holly Lake Resort, Piney Shores Resort, The Villages (including Lake O'
The Woods), Hill Country Resort, Seaside Resort, Ozark Mountain Resort, Holiday
Hills Resort, Timber Creek Resort, Fox River Resort, Oak N' Spruce Resort, and
Apple Mountain Resort. Each of the Associations and the Silverleaf Club has the
power and authority to own and operate its property, perform its obligations
under the Timeshare Instruments, and conduct its business as it is now being
conducted or as proposed to be conducted. Each Association has the authority to
levy annual assessments to cover the costs of maintaining and operating the
respective Eligible Project. Any lien for unpaid assessments in favor of any
Association or the Silverleaf Club shall at all times be subordinate to any lien
securing an Eligible Consumer Loan and to any lien in favor of the Agent or any
Bank.

      6.4. TITLE TO PROPERTIES; LEASES. Except as indicated on SCHEDULE 8.2
hereto, the Borrower has good and marketable title to the Collateral, subject to
no rights of others, including any mortgages, leases, conditional sales
agreements, title retention agreements, liens or other encumbrances, except
Permitted Liens.

      6.5. ASSIGNABILITY. Each Required Consumer Loan Document and Required
Eligible Inventory Document delivered and/or assigned to the Agent (or the
Collateral Custodian, as agent of or custodian for the Agent) in connection with
each loan pledged as Consumer Loan Collateral and each Interval pledged to the
Agent as Inventory Collateral contains no prohibitions on assignment (other than
prohibitions which have been waived with all necessary consents obtained), and
upon the exercise of the Agent's or any Bank's rights as secured party, the
Agent or such Bank shall be entitled to the same benefits pursuant to each such
document as the Borrower is entitled.

<PAGE>
                                      -40-

      6.6. FINANCIAL STATEMENTS AND BUSINESS CONDITION.

            6.6.1. FISCAL YEAR. The Borrower and each of its Subsidiaries has a
      fiscal year which is the twelve months ending on December 31 of each
      calendar year.

            6.6.2. FINANCIAL STATEMENTS. The Borrower's audited financial
      statements for the fiscal year ending December 31, 2003, the Borrower's
      unaudited financial statements for the fiscal quarter ending March 31,
      2004, and the Monthly Financial Reports for the first five (5) months of
      the calendar year 2004 are, to the best of Borrower's knowledge, accurate
      and fairly represent the financial condition of the Borrower for the
      periods in question, subject (other than in the case of the audited
      financial statements for the fiscal year ending December 31, 2003) to the
      written qualifications set forth therein, including the fact that such
      statements and reports are preliminary and subject to completion of the
      audit thereof. To the best of Borrower's knowledge, there are no material
      liabilities, direct or indirect, fixed or contingent, of the Borrower,
      except as disclosed to the Banks in writing.

      6.7. NO MATERIAL CHANGES, ETC. There has occurred no materially adverse
change in the financial condition or business of the Borrower and its
Subsidiaries as shown on or reflected in the consolidated balance sheet of the
Borrower and its Subsidiaries as at December 31, 2003, or the consolidated
statement of income as of such date, other than changes in the ordinary course
of business that have not had any materially adverse effect either individually
or in the aggregate on the business or financial condition of the Borrower or
any of its Subsidiaries.

      Since September 30, 2001, the Borrower has not made any Distribution.

      6.8. OPERATION OF BUSINESS. Each of the Borrower and its Subsidiaries
possesses all franchises, patents, copyrights, trademarks, trade names, licenses
and permits, and rights in respect of the foregoing, adequate for the conduct of
its business substantially as now conducted and as presently proposed to be
conducted without known conflict with any rights of others. The Borrower's
buildings and the operation of the Borrower's business and the Eligible Projects
comply with all zoning, environmental, public health and safety, banking,
securities, lending and other similar laws and regulations and all other
Requirements.

      6.9. LITIGATION. Except as set forth on SCHEDULE 6.9, there are no
actions, suits, proceedings or investigations of any kind pending or threatened
against the Borrower or any of its Subsidiaries before any court, tribunal or
administrative agency or board that, if adversely determined, might, either in
any case or in the aggregate, materially adversely affect the properties,
assets, financial condition or business of the Borrower or any of its
Subsidiaries or materially impair the right of the Borrower or any of its
Subsidiaries, to carry on business substantially as now conducted by them, or
result in any substantial liability not adequately covered by insurance, or for
which adequate reserves are not maintained on the consolidated

<PAGE>
                                      -41-

balance sheet of the Borrower, or which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.

      6.10. NO MATERIALLY ADVERSE CONTRACTS, ETC.; NO DEFAULTS. Neither the
Borrower nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation that
has or is expected in the future to have a materially adverse effect on the
business, assets or financial condition of the Borrower or any of its
Subsidiaries. Neither the Borrower nor any of its Subsidiaries is a party to any
contract or agreement that has or is expected, in the judgment of the Borrower's
officers, to have any materially adverse effect on the business of the Borrower
or any of its Subsidiaries. The Borrower has no knowledge of any Default or
Event of Default not disclosed to the Banks in writing. The Borrower has no
knowledge of any default or event of default under the Heller Documents or the
Textron Documents, except as disclosed to the Banks in writing, and neither
Heller nor Textron has accelerated any loan obligation of the Borrower on
account of any such specified default or event of default. To the best of the
Borrower's knowledge, none of the Borrower, Silverleaf Finance I, Inc.,
Silverleaf Finance II, Inc., or any other Subsidiary of the Borrower is in
default of any material indenture, mortgage, deed of trust, agreement or other
instrument to which it is a party or by which it may be bound or affected.

      6.11. COMPLIANCE WITH OTHER INSTRUMENTS. LAWS, ETC. Neither the Borrower
nor any of its Subsidiaries is in violation of (a) any provision of its charter
documents, bylaws, or any agreement or instrument to which it may be subject or
by which it or any of its properties may be bound in a manner that could result
in the imposition of substantial penalties or materially and adversely affect
the financial condition, properties or business of the Borrower or any of its
Subsidiaries or (b) any decree, order, judgment, statute, license, rule or
regulation or other Requirement.

      6.12. TAX STATUS. The Borrower and its Subsidiaries (i) have made or filed
all federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which any of them is subject, (ii) have paid all
taxes and other governmental assessments and charges shown or determined to be
due on such returns, reports and declarations, except those being contested in
good faith and by appropriate proceedings and (iii) have set aside on their
books provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Borrower know of no basis
for any such claim. The Borrower does not intend to treat the Loans or related
transactions hereunder as a "reportable transaction" (within the meaning of
Treasury Regulation Section 1.6011-4).

      6.13. NO EVENT OF DEFAULT. No Default or Event of Default has occurred and
is continuing under this Credit Agreement.

<PAGE>
                                      -42-

      6.14. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an "affiliate" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935; nor is it an
"investment company", or an "affiliated company" or a "principal underwriter" of
an "investment company", as such terms are defined in the Investment Company Act
of 1940.

      6.15. ABSENCE OF FINANCING STATEMENTS ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry, or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security interest
in, any of the Collateral or the Borrower's rights thereto.

      6.16. PERFECTION OF SECURITY INTEREST. All filings, assignments, pledges
and deposits of documents or instruments have been made and all other actions
have been taken that are necessary or advisable, under applicable law, to
establish and perfect the Agent's security interest in the Collateral. The
Collateral and the Agent's rights with respect to the Collateral are not subject
to any setoff, claims, withholdings or other defenses. The Borrower is the owner
of the Collateral free from any lien, security interest, encumbrance and any
other claim or demand, except for Permitted Liens.

      6.17. CERTAIN TRANSACTIONS. None of the officers, directors, or employees
of the Borrower or any of its Subsidiaries is presently a party to any
transaction with the Borrower or any of its Subsidiaries (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Borrower, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.

      6.18. EMPLOYEE BENEFIT PLANS.Neither the Borrower nor any of its ERISA
Affiliates has any Employee Benefit Plans, Guaranteed Pension Plans or
Multiemployer Plans. No liability to the PBGC has been incurred by the Borrower
or any ERISA Affiliate.

      6.19. USE OF PROCEEDS.

            6.19.1. GENERAL. The proceeds of the Loans shall be used solely to
      repay the Tranche B Loans under and as defined in the Amended and Restated
      Receivables Credit Agreement and for working capital and general corporate
      purposes.

            6.19.2. REGULATIONS U AND X. No portion of any Loan is to be used
      for the purpose of purchasing or carrying any "margin security" or "margin

<PAGE>
                                      -43-

      stock" as such terms are used in Regulations U and X of the Board of
      Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

            6.19.3. INELIGIBLE SECURITIES. No portion of the proceeds of any
      Loans is to be used for the purpose of knowingly purchasing, or providing
      credit support for the purchase of, during the underwriting or placement
      period or within thirty (30) days thereafter, any Ineligible Securities
      underwritten or privately placed by a Section 20 Subsidiary.

      6.20. ENVIRONMENTAL COMPLIANCE. The Borrower has taken all necessary steps
to investigate the past and present condition and usage of the Real Estate and
the operations conducted thereon and, based upon such diligent investigation,
has determined that:

            (a)   none of the Borrower, its Subsidiaries or any operator of the
      Real Estate or any operations thereon is in violation, or alleged
      violation, of any judgment, decree, order, law, license, rule or
      regulation pertaining to environmental matters, including without
      limitation, those arising under the Resource Conservation and Recovery Act
      ("RCRA"), the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and
      Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the
      Federal Clean Air Act, the Toxic Substances Control Act, or any state or
      local statute, regulation, ordinance, order or decree relating to health,
      safety or the environment (hereinafter "ENVIRONMENTAL LAWS"), which
      violation would have a material adverse effect on the environment or the
      business, assets or financial condition of the Borrower or any of its
      Subsidiaries;

            (b)   neither the Borrower nor any of its Subsidiaries has received
      notice from any third party including, without limitation, any federal,
      state or local governmental authority, (i) that any one of them has been
      identified by the United States Environmental Protection Agency ("EPA") as
      a potentially responsible party under CERCLA with respect to a site listed
      on the National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that
      any hazardous waste, as defined by 42 U.S.C. Section 6903(5), any
      hazardous substances as defined by 42 U.S.C. Section 9601(14), any
      pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) and any
      toxic substances, oil or hazardous materials or other chemicals or
      substances regulated by any Environmental Laws ("HAZARDOUS SUBSTANCES")
      which any one of them has generated, transported or disposed of has been
      found at any site at which a federal, state or local agency or other third
      party has conducted or has ordered that the Borrower or any of its
      Subsidiaries conduct a remedial investigation, removal or other response
      action pursuant to any Environmental Law; or (iii) that it is or shall be
      a named party to any claim, action, cause of action, complaint, or legal
      or administrative proceeding (in each case, contingent or otherwise)
      arising out of any third party's incurrence of costs, expenses, losses or
      damages of any kind whatsoever in connection with the release of Hazardous
      Substances;

<PAGE>
                                      -44-

            (c)   except as set forth on SCHEDULE 6.20 attached hereto: (i) no
      portion of the Real Estate has been used for the handling, processing,
      storage or disposal of Hazardous Substances except in accordance with
      applicable Environmental Laws; and no underground tank or other
      underground storage receptacle for Hazardous Substances is located on any
      portion of the Real Estate; (ii) in the course of any activities conducted
      by the Borrower, its Subsidiaries or operators of its properties, no
      Hazardous Substances have been generated or are being used on the Real
      Estate except in accordance with applicable Environmental Laws; (iii)
      there have been no releases (i.e. any past or present releasing, spilling,
      leaking, pumping, pouring, emitting, emptying, discharging, injecting,
      escaping, disposing or dumping) or threatened releases of Hazardous
      Substances on, upon, into or from the properties of the Borrower or its
      Subsidiaries, which releases would have a material adverse effect on the
      value of any of the Real Estate or adjacent properties or the environment;
      (iv) to the best of the Borrower's knowledge, there have been no releases
      on, upon, from or into any real property in the vicinity of any of the
      Real Estate which, through soil or groundwater contamination, may have
      come to be located on, and which would have a material adverse effect on
      the value of, the Real Estate; and (v) in addition, any Hazardous
      Substances that have been generated on any of the Real Estate have been
      transported offsite only by carriers having an identification number
      issued by the EPA, treated or disposed of only by treatment or disposal
      facilities maintaining valid permits as required under applicable
      Environmental Laws, which transporters and facilities have been and are,
      to the best of the Borrower's knowledge, operating in compliance with such
      permits and applicable Environmental Laws; and

            (d)   None of the Borrower and its Subsidiaries or any of the Real
      Estate is subject to any applicable environmental law requiring the
      performance of Hazardous Substances site assessments, or the removal or
      remediation of Hazardous Substances, or the giving of notice to any
      governmental agency or the recording or delivery to other Persons of an
      environmental disclosure document or statement by virtue of the
      transactions set forth herein and contemplated hereby, or as a condition
      to the recording of any Inventory Mortgage or to the effectiveness of any
      other transactions contemplated hereby.

      6.21. SUBSIDIARIES, ETC. SCHEDULE 6.21(a) contains a list of all of the
Borrower's Subsidiaries and the percentage of issued and outstanding shares of
each class of capital stock or equivalent issued by or owned by the Borrower.
None of the Borrower's Subsidiaries has any ownership or security interest in
the Collateral. Except as set forth on SCHEDULE 6.21(b) hereto, (a) neither the
Borrower nor any Subsidiary of the Borrower is engaged in any joint venture or
partnership with any other Person and (b) no Subsidiary has any material assets
or material income.

      6.22. DISCLOSURE. No information, exhibit or written report or the content
of any schedule furnished by or on behalf of the Borrower to the Agent or any
Bank in connection with any Loan or Eligible Project contains any material
misstatement of

<PAGE>
                                      -45-

fact or omits the statement of a material fact necessary to make the statement
contained herein or therein not misleading. The Borrower knows of no fact or
condition which will prevent the sale of Intervals to consumer borrowers or
prevent the operation of the Eligible Projects in accordance with the Timeshare
Documents, related public offering statements, and applicable law, or prevent
the Borrower from performing its Obligations pursuant to the Loan Documents. The
Business Plan furnished to the Banks is based on assumptions that the Borrower
believes are reasonable.

      6.23. THE PROJECTS. Each Eligible Project has been established and
dedicated, and is and will remain, a time-share plan and project in full
compliance with all applicable laws and regulations, including, without
limitation, the applicable Timeshare Act. Each Eligible Project has adequate
access from a publicly dedicated street, and is constructed and operated in
compliance with all applicable laws and regulations, serviced by utilities
necessary for its intended use, and furnished and equipped and ready for
occupancy. All amenities for each Eligible Project which have been offered to
purchasers of Intervals or referred to in any offering materials are available
to consumer borrowers. Each Timeshare Instrument for each Eligible Project has
been recorded in the real property records where such project is located and
otherwise filed in accordance with all applicable laws and regulations. All
Units, Common Elements, and other improvements at, upon or appurtenant to the
Eligible Project are and will be in compliance with the design, use,
architectural and environmental control provisions, if any, set forth in the
applicable Declaration. All costs arising from the construction or acquisition
of any Units and any other improvements and the purchase of any fixtures or
equipment, inventory, furnishings or other personalty located in, at, or on the
Eligible Projects have been paid or will be paid when due.

      6.24. SALE OF INTERVALS. The marketing, sale, offering for sale, rental
solicitation of purchasers and financing of Intervals and Timeshare Interests:
(a) will not constitute the sale, or the offering for sale, of securities
subject to the registration requirements of the Securities Act of 1933, as
amended, or any state securities law applicable to such sale or offer for sale;
(b) will not violate any Timeshare Act, or any land sales or consumer protection
law, statute or regulation of the State of Texas or any other state or
jurisdiction in which sales or solicitation activities occur or any Eligible
Project is located; and (c) will not violate any consumer credit or usury
statute of the State of Texas or any other state or jurisdiction in which sales
or solicitation activities occur or any Eligible Project is located. All
marketing and sales activities have been performed by Borrower's employees or by
independent contractors or agents of the Borrower, all of whom are properly
licensed in accordance with applicable laws. There have been no
misrepresentations made by the Borrower or any of its employees or selling
agents with respect to any matter relating to any Eligible Project or the sale
or financing of Timeshare Interests or Intervals.

      6.25. TANGIBLE PROPERTY. The machinery, equipment, fixtures, tools and
supplies used in connection with each Eligible Project, including, without
limitation,

<PAGE>
                                      -46-

with respect to the operations and maintenance of the common areas, are owned or
leased either by the Borrower, Silverleaf Club or the applicable Association.

      6.26. REAL PROPERTY TAXES: SPECIAL ASSESSMENTS. Each portion of the Real
Estate constituting real property consists of a single tax lot. No portion of
said lots covers property other than the Real Estate in question and no portion
of the land in question lies in any other tax lot. There are no unpaid or
outstanding real estate or other taxes or assessments on or against any Eligible
Project, any other Real Estate or any part thereof which are payable by the
Borrower (except real estate taxes not yet due and payable). The Borrower has
delivered to the Agent true and correct copies of real estate tax bills for each
Eligible Project and any other Real Estate for the past fiscal tax year. No
abatement proceedings are pending with reference to any real estate taxes
assessed against the Real Estate. There are no betterment assessments or other
special assessments presently pending with respect to any part of any Eligible
Project or any other Real Estate and the Borrower has received no notice of any
such special assessment being contemplated.

      6.27. VIOLATIONS. The Borrower has received no notices of, and has no
knowledge of, any violations of any applicable Requirements.

      6.28. SUBORDINATION. There is no indebtedness of the Borrower presently
owing to any Affiliate or shareholder of the Borrower except as described on
SCHEDULE 6.28 attached hereto.

      6.29. STANDBY SERVICER; STANDBY MANAGER. Each of the Standby Servicing
Agreement and the Standby Management Agreement is in full force and effect and
has not been modified, amended, or terminated.

      6.30. INVENTORY CONTROL. Attached hereto as SCHEDULE 6.30 is a true and
complete copy of the Borrower's Inventory, Sales and Assignments procedures (the
"INVENTORY CONTROL PROCEDURES").

      6.31. OPERATING CONTRACTS. The Borrower has entered into contracts,
agreements, and arrangements necessary for the operation of the Eligible
Projects, including, but not limited to, those with respect to utilities,
maintenance, management, services, marketing and sales (the "OPERATING
Contracts").

      6.32. HELLER AND TEXTRON FACILITIES. There is no event of default or event
which, with the passage of time, notice or both, would constitute an event of
default under either the Heller Facility or the Textron Facility and the
Borrower is in good standing under both of such facilities.

      6.33. FOREIGN ASSETS CONTROL REGULATIONS, ETC. None of the requesting or
borrowing of the Loans or the use of the proceeds of the Loans will violate the
Trading With the Enemy Act (50 U.S.C. Section 1 et seq., as amended) (the
"TRADING WITH THE ENEMY ACT") or any of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) (the "FOREIGN ASSETS CONTROL REGULATIONS") or any enabling legislation
or executive

<PAGE>
                                      -47-

order relating thereto (which for the avoidance of doubt shall include, but
shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "EXECUTIVE ORDER")
and (b) the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).
Furthermore, neither the Borrower nor any of its Subsidiaries or other
Affiliates (a) is or will become a "blocked person" as described in the
Executive Order, the Trading With the Enemy Act or the Foreign Assets Control
Regulations or (b) engages or will engage in any dealings or transactions, or be
otherwise associated, with any such "blocked person."

      6.34. INVENTORY.

            (a)   First Lien. Upon execution, delivery and recording of the
      Inventory Mortgages, the Agent will have a valid, first priority mortgage
      lien on the Eligible Inventory and the Eligible Inventory will be subject
      to no other liens or encumbrances, except for the subordinate security
      interests granted to Sovereign, as agent under the Receivables Credit
      Agreement.

            (b)   No Purchase Options. No Person has an option to purchase any
      portion of the Eligible Inventory, or any portion thereof, or any interest
      therein.

      6.35. INVENTORY MORTGAGES. The Inventory Mortgages constitute and will
constitute valid and enforceable first priority liens and security interests in
the Eligible Inventory. The Borrower further warrants and guarantees the value,
quantity, sound condition, grade and quality of the Eligible Inventory, and
rights, properties, easements and interests appurtenant or related thereto.

      6.36. NO DZ BANK OR TEXTRON CONSENT. No consent of Textron under the
Textron Securitization Documents or DZ Bank under the DZ Bank Documents shall be
required in connection with the execution and delivery of the Loan Documents or
the consummation of any of the transactions contemplated thereby.

                    7. AFFIRMATIVE COVENANTS OF THE BORROWER.

      The Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any Bank has any obligation to make any Loans:

      7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or cause
to be paid the principal and interest on the Loans provided for in this Credit
Agreement, all in accordance with the terms of this Credit Agreement and the
Notes.

      7.2. MAINTENANCE OF OFFICE; MANAGEMENT. The Borrower will maintain its
chief executive office at 1221 Riverbend, Suite 120, Dallas, Texas or at such
other place in the United States of America as the Borrower shall designate upon
written notice to the Agent, where notices, presentations and demands to or upon
the

<PAGE>
                                      -48-

Borrower in respect of the Loan Documents may be given or made. Unless replaced
by the Standby Manager in accordance with the terms of the Loan Documents and
the Standby Management Agreement, the Borrower shall remain engaged in the
active management of the Eligible Projects and shall continue to perform duties
substantially similar to those presently performed as provided in the management
agreement relating to each Eligible Project.

      7.3. RECORDS AND ACCOUNTS. The Borrower will (i) keep, and cause each of
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with generally
accepted accounting principles, (ii) maintain adequate accounts and reserves for
all taxes (including income taxes), depreciation, depletion, obsolescence and
amortization of its properties and the properties of its Subsidiaries,
contingencies, and other reserves, and (iii) at all times engage BDO Seidman,
LLP or other independent certified public accountants satisfactory to the Agent
as the independent certified public accountants of the Borrower and its
Subsidiaries and will not permit more than thirty (30) days to elapse between
the cessation of such firm's (or any successor firm's) engagement as the
independent certified public accountants of the Borrower and its Subsidiaries
and the appointment in such capacity of a successor firm as shall be
satisfactory to the Agent.

      7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower will
deliver to each of the Banks:

            (a)   as soon as practicable, but in any event not later than ninety
      (90) days after the end of each fiscal year of the Borrower, the
      consolidated balance sheet of the Borrower and its Subsidiaries and the
      consolidating balance sheet of the Borrower and its Subsidiaries, each as
      at the end of such year, and the related consolidated statement of income
      and consolidated statement of cash flow and consolidating statement of
      income and consolidating statement of cash flow for such year, each
      setting forth in comparative form the figures for the previous fiscal year
      and all such consolidated and consolidating statements to be in reasonable
      detail, prepared in accordance with generally accepted accounting
      principles, and certified (such certification to be in form and substance
      satisfactory to the Agent) by BDO Seidman, LLP or by other independent
      certified public accountants satisfactory to the Agent, together with a
      written statement from such accountants to the effect that they have read
      a copy of this Credit Agreement, and that, in making the examination
      necessary to said certification, they have obtained no knowledge of any
      Default or Event of Default, or, if such accountants shall have obtained
      knowledge of any then existing Default or Event of Default they shall
      disclose in such statement any such Default or Event of Default; provided
      that such accountants shall not be liable to the Banks for failure to
      obtain knowledge of any Default or Event of Default;

            (b)   as soon as practicable, but in any event not later than
      forty-five (45) days after the end of each of the fiscal quarters of the
      Borrower, copies of

<PAGE>
                                      -49-

      the unaudited consolidated balance sheet of the Borrower and its
      Subsidiaries and the unaudited consolidating balance sheet of the Borrower
      and its Subsidiaries, each as at the end of such quarter, and the related
      consolidated statement of income and consolidated statement of cash flow
      and consolidating statement of income and consolidating statement of cash
      flow for the portion of the Borrower's fiscal year then elapsed, all in
      reasonable detail and prepared in accordance with generally accepted
      accounting principles, together with a certification by the principal
      financial or accounting officer of the Borrower that the information
      contained in such financial statements fairly presents the financial
      position of the Borrower and its Subsidiaries on the date thereof (subject
      to year-end adjustments);

            (c)   as soon as practicable, but in any event within thirty (30)
      days after the end of each month in each fiscal year of the Borrower,
      unaudited monthly consolidated financial statements of the Borrower and
      its Subsidiaries for such month and unaudited monthly consolidating
      financial statements of the Borrower and its Subsidiaries for such month,
      each prepared in accordance with generally accepted accounting principles,
      together with a certification by the principal financial or accounting
      officer of the Borrower that the information contained in such financial
      statements fairly presents the financial condition of the Borrower and its
      Subsidiaries on the date thereof (subject to year-end adjustments);

            (d)   simultaneously with the delivery of the financial statements
      referred to in subsections (a) and (b) above, a statement certified by the
      principal financial or accounting officer of the Borrower, in form and
      substance satisfactory to the Agent, and (i) setting forth in reasonable
      detail computations evidencing compliance with the covenants contained in
      Section 9 and (if applicable) reconciliations to reflect changes in
      generally accepted accounting principles since December 31, 2003, (ii)
      stating that no Default or Event of Default has occurred and (iii) if a
      Default or Event of Default has occurred and is continuing, specifying the
      nature and the period of existence thereof and the action proposed to be
      taken with respect thereto;

            (e)   within five (5) days after the filing thereof, a copy of the
      Borrower's Form 10-K and 10-Q as filed with the Securities and Exchange
      Commission;

            (f)   (i) on the first day of each calendar week, (ii) from time to
      time as requested by the Agent, (iii) simultaneously with each Loan
      Request, and (iv) simultaneously with any request for release of any
      Collateral, a Borrowing Base Certificate substantially in the form of
      EXHIBIT A, accompanied by summary aging reports and a trial balance of the
      Consumer Loan Collateral, acceptable in form to the Agent;

            (g)   within thirty (30) days after filing, a copy of the federal
      income tax return for the Borrower and the Association, with all
      schedules;

<PAGE>
                                      -50-

            (h)   within one hundred and twenty (120) days after the close of
      each fiscal year, annual reports required by each relevant Timeshare Act,
      or such other management prepared financial statements of Silverleaf Club
      containing information concerning each Eligible Project satisfactory to
      the Agent;

            (i)   no later than sixty (60) days prior to the start of any fiscal
      year, the Borrower shall submit to the Banks an update to the Business
      Plan for the upcoming fiscal year in form acceptable to the Agent (each
      such update to the Business Plan shall be subject to the Agent's
      approval);

            (j)   no later than the fifteenth (15th) day of each calendar month,
      the Borrower shall furnish to the Banks, or cause the Servicer to furnish
      to the Banks, three (3) copies of a report in form and substance
      acceptable to the Agent prepared by the Borrower or the Servicer,
      certified by an Authorized Officer of the Borrower, and showing, with
      respect to each of the loans constituting Consumer Loan Collateral as of
      the close of business on the last day of the calendar month last ended:

                  (i)   the account number;

                  (ii)  name(s) of consumer borrower(s);

                  (iii) original principal amount of such consumer loan;

                  (iv)  any payment, including any prepayment, received on
            account of such consumer loan during the period covered by the
            statement;

                  (v)   a cash receipts journal;

                  (vi)  the opening and closing principal balance;

                  (vii) any consumer loans constituting Consumer Loan Collateral
            cancelled during the period covered by such statement;

                  (viii) any delinquency of principal and interest payments on a
            30-60-90 day basis;

                  (ix)  any delinquency of principal, interest or assessments in
            excess of ninety (90) days;

                  (x)   the interest rate for each consumer loan and the
            weighted average consumer interest rate for all Eligible Consumer
            Loan pledged to the Agent and the outstanding principal amount of
            Eligible Consumer Loans bearing an interest rate of less than 12.5%
            and such amount expressed as a percentage of the outstanding
            principal balance of all Eligible Consumer Loans;

<PAGE>
                                      -51-

                  (xi)  any extensions, refinances or other adjustments to such
            consumer loan;

                  (xii) the outstanding principal balance of Eligible Consumer
            Loans made to residents of Canada and such amount expressed as a
            percentage of the outstanding principal balance of all Eligible
            Consumer Loans;

                  (xiii) the outstanding principal balance of Eligible Consumer
            Loans made to consumer borrowers with a FICO Credit Bureau Score of
            less than 600 (any consumer borrower that does not have a FICO
            Credit Bureau Score shall be deemed to have a FICO Credit Bureau
            Score of less than 600) and such amount expressed as a percentage of
            the outstanding principal balance of all Eligible Consumer Loans;

                  (xiv) the weighted average of the FICO Credit Bureau Scores of
            all consumer borrowers under Eligible Consumer Loans;

                  (xv)  the outstanding principal balance of Eligible Consumer
            Loans described in paragraph (9)(b) of the definition of "Eligible
            Consumer Loans" and such amount expressed as a percentage of the
            outstanding principal balance of all Eligible Consumer Loans;

                  (xvi) the weighted average of the remaining term of the
            Eligible Consumer Loans; and

                  (xvii) such other information as the Agent or any Bank may
            request;

            (k)   no later than the fifteenth (15th) day of each calendar month,
      the Borrower shall deliver to the Banks a sales and cancellation report
      indicating the sales and cancellation activity with respect to each
      Eligible Project for the preceding calendar month showing such detailed
      information as the Agent or any Bank may request, including without
      limitation the following:

                  (i)   a list of the Intervals included in the Inventory
            Collateral sold during such month, including the Release Price for
            each such Interval (indicating whether such Release Price was
            remitted to the Agent), and

                  (ii)  the fair market value of each Interval included in the
            Inventory Collateral.

            (l)   no later than the fifteenth (15th) day of each calendar month,
      the Borrower shall deliver to the Banks an inventory report in form
      satisfactory to the Agent indicating the number of Timeshare Interests and
      Intervals sold and unsold at each Eligible Project, identified by Unit and
      type

<PAGE>
                                      -52-

      or color of Timeshare Interest or Interval, and the purchase price of each
      Interval sold for the preceding calendar month;

            (m)   no later than the fifteenth (15th) day of each calendar month,
      the Borrower shall deliver to the Banks a report in form satisfactory to
      the Agent indicating the performance of each Eligible Consumer Loan
      pledged as Collateral described in clause (b) of paragraph (9) of the
      definition of "Eligible Consumer Loan" during the preceding calendar
      month;

            (n)   no later than the fifteenth (15th) day of each calendar month,
      the Borrower shall deliver to the Banks a report in form satisfactory to
      the Agent indicating, among other things, the conformity of the Borrower's
      business to the Business Plan and any variances therefrom during the
      preceding calendar month; and

            (o)   from time to time, with reasonable promptness, such other
      financial data and information (including accountants and management
      letters) and such other information concerning the Collateral, the
      Eligible Projects and the business and operations of the Borrower, as the
      Agent or any Bank may reasonably request.

      7.5. NOTICES.

            7.5.1. DEFAULTS The Borrower will promptly notify the Agent and each
      of the Banks in writing of the occurrence of any Default or Event of
      Default. If any Person shall give any notice or take any other action in
      respect of a claimed default (whether or not constituting an Event of
      Default) under this Credit Agreement or any other note, evidence of
      indebtedness, indenture or other obligation to which or with respect to
      which the Borrower or any of its Subsidiaries is a party or obligor,
      whether as principal or surety, the Borrower shall forthwith give written
      notice thereof to each of the Banks, describing the notice or action and
      the nature of the claimed default.

            7.5.2. ENVIRONMENTAL EVENTS. The Borrower will promptly give notice
      to the Banks (i) of any violation of any Environmental Law that the
      Borrower or any of its Subsidiaries reports in writing or is reportable by
      such Person in writing (or for which any written report supplemental to
      any oral report is made) to any federal, state or local environmental
      agency and (ii) upon becoming aware thereof, of any inquiry, proceeding,
      investigation, or other action, including a notice from any agency of
      potential environmental liability, of any federal, state or local
      environmental agency or board, that has the potential to materially affect
      the assets, liabilities, financial conditions or operations of the
      Borrower or any of its Subsidiaries, or the Agent's security interests
      pursuant to the Security Documents.

            7.5.3. NOTIFICATION OF CLAIMS AGAINST COLLATERAL. The Borrower will,
      immediately upon becoming aware thereof, notify the Banks in writing of
      any setoff, claims (including, with respect to the Real Estate,

<PAGE>
                                      -53-

      environmental claims), withholdings or other defenses to which any of the
      Collateral, or the Agent's rights with respect to the Collateral, are
      subject.

            7.5.4. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower will, and
      will cause each of its Subsidiaries to, give notice to the Banks in
      writing within fifteen (15) days of becoming aware of any litigation or
      proceedings threatened in writing or any pending litigation and
      proceedings affecting the Borrower or any of its Subsidiaries or to which
      the Borrower or any of its Subsidiaries is or becomes a party involving
      any material claim against the Borrower or any of its Subsidiaries (which
      in a situation involving monetary claims shall have in excess of $100,000
      in dispute) and stating the nature and status of such litigation or
      proceedings. The Borrower will, and will cause each of its Subsidiaries,
      to give notice to the Banks, in writing, in form and detail satisfactory
      to the Agent, within ten (10) days of any judgment not covered by
      insurance, final or otherwise, against the Borrower or any of its
      Subsidiaries in an amount in excess of $100,000.

            7.5.5. NOTICE OF LOSS. If any Collateral shall be materially damaged
      or destroyed, the Borrower shall immediately notify the Agent and the
      Banks.

            7.5.6. NOTICES CONCERNING TAX TREATMENT. In the event the Borrower
      determines to take any action inconsistent with its intention to not treat
      the Loans and/or related transactions hereunder as a "reportable
      transaction" (within the meaning of Treasury Regulation Section 1.6011-4),
      it will promptly notify the Agent in writing thereof and will provide the
      Agent with a duly completed copy of IRS Form 8886 or any successor form.
      The Borrower acknowledges that one or more of the Banks may treat its
      Loans as part of a transaction that is subject to Treasury Regulation
      Section 1.6011-4 or Section 301.6112-1, and the Agent and such Bank or
      Banks, as applicable, will file such IRS forms and maintain such lists and
      other records as they may determine is required by such Treasury
      Regulations.

      7.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights and franchises and those of its
Subsidiaries and will not, and will not cause or permit any of its Subsidiaries
to, convert to a limited liability company. It (i) will cause all of its
properties and those of its Subsidiaries used or useful in the conduct of its
business or the business of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment,
(ii) will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Borrower may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, and (iii) will, and will
cause each of its Subsidiaries to, continue to engage primarily in the
businesses now conducted by them and in related businesses; provided that
nothing in this Section 7.6 shall prevent the Borrower from discontinuing the
operation and maintenance of any of its properties or those of its Subsidiaries
if such discontinuance is, in the

<PAGE>
                                      -54-

judgment of the Borrower, desirable in the conduct of its or their business and
that do not in the aggregate materially adversely affect the business of the
Borrower and its Subsidiaries on a consolidated basis.

      7.7. INSURANCE.

      (a)   Insurance Generally. The Borrower will maintain the insurance
coverage set forth below with financially sound and reputable insurers in the
amounts and for the periods set forth below.

            (i)   At all times during the term of this Credit Agreement, the
      Borrower shall maintain insurance for each Eligible Project against loss
      by fire, windstorm and other hazards, with minimum coverage equal to the
      replacement cost of each Eligible Project.

            (ii)  At all times during the term of this Credit Agreement, the
      Borrower shall maintain broad form coverage public liability insurance
      with minimum coverage of Five Million Dollars ($5,000,000). The amount of
      such coverage shall be reviewed annually by the Agent and may, in the
      Agent`s sole discretion and at the Borrower's expense, be increased or
      decreased during the term of this Credit Agreement. The Borrower shall
      obtain a new or revised policy within twenty (20) days of receipt of
      notice from the Agent of a revision in the amount of public liability
      insurance required.

            (iii) If any of the improvements now or hereafter constructed on the
      Real Estate are within an area designated by the Director of the Federal
      Emergency Management Agency, pursuant to the Flood Disaster Protection Act
      of 1973, as amended, as one having special flood hazards, the Borrower
      shall maintain flood insurance at the maximum limit of coverage available.

            (iv)  The Borrower shall maintain workers' compensation insurance
      and such other insurance as shall be necessary or prudent for the
      operation of the Borrower's business, all with minimum coverage at least
      equal to that in effect on the date of this Credit Agreement.

      The Borrower shall pay all premiums for and take all other actions to
maintain in full force and effect the insurance required by this Section 7.7.
The Borrower shall ensure that no such policies shall be cancelled except after
thirty (30) days' prior notice by the insurance carrier to the Agent, and that
the Agent for the pro rata benefit of the Banks shall be named as an additional
insured, mortgagee and lender's loss payee on such policies. The Borrower shall
at least thirty (30) days prior to the expiration date of each policy, and
otherwise, from time to time upon the Agent's request, furnish or cause to be
furnished to the Agent and the Banks, evidence of the maintenance of the
insurance required by this Section 7.7, including, without limitation, such
originals or copies as the Agent may request of policies, certificates of
insurance, riders and endorsements relating to such insurance and proof of
premium payments.

<PAGE>
                                      -55-

      (b)   Project Title Policies; Eligible Inventory Title Policies. In
      addition to the foregoing, in connection with each Eligible Project (other
      than Oak N' Spruce Resort), the Borrower shall provide a mortgagee title
      insurance policy in favor of the Agent for the pro rata benefit of the
      Banks on a current ALTA Loan Policy Form issued by a title insurance
      company qualified to do business in the State of Texas or the jurisdiction
      of the respective Eligible Project and acceptable to the Agent issued in
      the amount equal to twenty-five percent (25%) of the outstanding principal
      amount of the consumer loans from such Eligible Project pledged to the
      Agent under the Security Agreement and insuring that the mortgages or deed
      of trusts referred to in clause (2) of the definition of "Required
      Consumer Loan Documents" are not subject to any prior liens, other than
      certain Permitted Liens, substantially in the form of the specimen policy
      for each Eligible Project attached as SCHEDULE 7.7 attached hereto (each a
      "PROJECT TITLE POLICY"). The Project Title Policies shall contain only
      those exceptions approved by the Agent, in writing, and shall contain
      affirmative insurance for real estate taxes, matters of survey and against
      mechanics liens. Any material deviation from such specimen policy shall
      require the Agent's consent. If the Agent or the Banks at any time shall
      determine that title to any Collateral or the assignment to the Agent of
      the Borrower's rights in such Collateral shall be defective in any
      respect, the Borrower shall within sixty (60) days after a request by the
      Agent provide to the Agent and the Banks title insurance in favor of the
      Agent for the pro rata benefit of the Banks acceptable to the Agent for
      100% of the principal amount of Consumer Loan Collateral pledged
      hereunder. The Borrower shall also provide, at its sole cost and expense,
      the Agent with mortgagee title insurance policies for the Eligible
      Inventory in accordance with Section 11A.7.

      (c)   Insurance Proceeds. In the event of any fire or other casualty to or
      with respect to the improvements on or at any Eligible Project, the
      Borrower covenants that the Borrower or the applicable Association, as the
      case may be, will promptly restore, repair or replace (or cause to be
      restored, repaired or replaced) the damaged improvements and restore,
      repair or replace any other personal property to the same condition as
      immediately prior to such fire or other casualty and, with respect to the
      improvements and personal property on any Eligible Project, in accordance
      with the terms of the applicable Timeshare Instruments and applicable
      Timeshare Act. The insufficiency of any net insurance proceeds shall in no
      way relieve the Borrower or, as applicable, the Association of its
      obligation to restore, repair or replace such improvements and other
      personal property in accordance with the terms hereof, of the applicable
      Timeshare Instruments and the applicable Timeshare Act, and the Borrower
      covenants that the Borrower or, as the case may be, the applicable
      Association shall promptly comply or cause compliance with the provisions
      of the applicable Timeshare Instruments and the applicable Timeshare Act
      relating to such restoration, repair or replacement. The Borrower shall,
      unless an Event of Default has occurred, apply all insurance proceeds
      payable to or received by it in accordance with the applicable Timeshare
      Instruments. If an Event of Default has occurred, the Agent may, in its
      sole discretion, apply all insurance proceeds in accordance with the
      applicable Timeshare Instruments or to the repayment of the Loans in
      accordance with Section 12.5.

<PAGE>
                                      -56-

      7.8. TAXES. The Borrower will, and will cause each of its Subsidiaries to,
duly pay and discharge, or cause to be duly paid or discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
(other than taxes, assessments and other governmental charges imposed by foreign
jurisdictions that in the aggregate are not material to the business or assets
of the Borrower on an individual basis or of the Borrower and its Subsidiaries
on a consolidated basis) imposed upon it and its real properties, sales and
activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies that if unpaid might by law
become a lien or charge upon any of its property; provided that any such tax,
assessment, charge, levy or claim need not be paid if the validity or amount
thereof shall currently be contested in good faith by appropriate proceedings
and if the Borrower or such Subsidiary shall have set aside on its books
adequate reserves with respect thereto with the consent of the Agent; and
provided further that the Borrower and each Subsidiary of the Borrower will pay
all such taxes, assessments, charges, levies or claims forthwith upon the
commencement of proceedings to foreclose any lien that may have attached as
security therefor.

      7.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

            7.9.1. GENERAL; AUDITS AND FAIR LENDING REVIEW. The Borrower shall
      permit the Banks, through the Agent or any of the Banks' other designated
      representatives, to visit and inspect any of the properties of the
      Borrower or any of its Subsidiaries, to examine the books of account of
      the Borrower and its Subsidiaries (and to make copies thereof and extracts
      therefrom), and to discuss the affairs, finances and accounts of the
      Borrower and its Subsidiaries with, and to be advised as to the same by,
      its and their officers, all at such reasonable times and intervals as the
      Agent or any Bank may reasonably request and all at the Borrower's
      expense. The Agent, and any Bank acting through the Agent, shall have the
      right to audit the Borrower's operations and the Collateral from time to
      time at the Borrower's expense; provided that, if no Event of Default has
      occurred, the Agent, and any Bank acting through the Agent, shall conduct
      such audits no more frequently than twice each calendar year. At the
      discretion of the Agent, the Agent shall be entitled to conduct a fair
      lending review of the Borrower, at the Borrower's expense, at least once a
      calendar year.

            7.9.2. COLLATERAL REPORTS. No more frequently than two times during
      each calendar year, or more frequently as determined by the Agent if an
      Event of Default shall have occurred and be continuing, upon the request
      of the Agent, the Borrower will obtain and deliver to the Agent, or, if
      the Agent so elects, will cooperate with the Agent in the Agent's
      obtaining, a report of an independent collateral auditor satisfactory to
      the Agent (which may be affiliated with one of the Banks) with respect to
      the Eligible Consumer Loans and the Eligible Inventory included in the
      Borrowing Base, which report shall indicate whether or not the information
      set forth in the Borrowing Base Certificate most recently delivered is
      accurate and complete in all material respects based upon a review by such
      auditors of the Eligible

<PAGE>
                                      -57-

      Consumer Loans (including verification with respect to the amount, aging,
      identity and credit of the respective consumer borrowers) and the Eligible
      Inventory. All such collateral value reports shall be conducted and made
      at the expense of the Borrower.

            7.9.3. APPRAISALS. No more frequently than once during two (2)
      calendar years, or more frequently as determined by the Agent if an Event
      of Default shall have occurred and be continuing, upon the request of the
      Agent, the Borrower will obtain and deliver to the Agent appraisal reports
      in form and substance and from appraisers satisfactory to the Agent,
      stating the then current fair market, orderly liquidation and forced
      liquidation values of all or any portion of the Collateral and the then
      current business value of each of the Borrower and its Subsidiaries. All
      such appraisals shall be conducted and made at the expense of the
      Borrower.

            7.9.4. ENVIRONMENTAL ASSESSMENTS. No more frequently than once
      during two (2) calendar years, or more frequently as determined by the
      Agent if an Event of Default shall have occurred and be continuing, the
      Agent, in its discretion, for the purpose of assessing and ensuring the
      value of any of the Real Estate, may obtain one or more environmental
      assessments or audits of any of the Real Estate prepared by a
      hydrogeologist, an independent engineer or other qualified consultant or
      expert approved by the Agent to evaluate or confirm (i) whether any
      Hazardous Substances are present in the soil or water at such Real Estate
      and (ii) whether the use and operation of such Real Estate complies with
      all Environmental Laws. Environmental assessments may include without
      limitation detailed visual inspections of such Real Estate including any
      and all storage areas, storage tanks, drains, dry wells and leaching
      areas, and the taking of soil samples, surface water samples and ground
      water samples, as well as such other investigations or analyses as the
      Agent deems appropriate. All such environmental assessments shall be
      conducted and made at the expense of the Borrower.

            7.9.5. COMMUNICATION WITH ACCOUNTANTS. The Borrower authorizes the
      Agent and, if accompanied by the Agent, the Banks to communicate directly
      with the Borrower's independent certified public accountants and
      authorizes such accountants to disclose to the Agent and the Banks any and
      all financial statements and other supporting financial documents and
      schedules including copies of any management letter with respect to the
      business, financial condition and other affairs of the Borrower or any of
      its Subsidiaries. At the request of the Agent, the Borrower shall deliver
      a letter addressed to such accountants instructing them to comply with the
      provisions of this Section 7.9.5.

      7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The Borrower
will, and will cause each of its Subsidiaries to, comply with (i) the applicable
laws and regulations wherever its business is conducted, including all
Environmental Laws, (ii) the provisions of its charter documents and by-laws,
(iii) all agreements and instruments by which it or any of its properties may be
bound

<PAGE>
                                      -58-

and (iv) all applicable decrees, orders, and judgments. The Borrower, its
employees, servants and agents have and, at all times, will have all licenses,
registrations, approvals and other authority as may be necessary to enable them
to own and operate their businesses, to perform all services which they have
agreed to perform in any state, municipality or other jurisdiction, to sell
Intervals, to finance the sale of Intervals and to operate the Eligible
Projects. If at any time while any Loan or Note is outstanding or any Bank has
any obligation to make Loans hereunder, any authorization, consent, approval,
permit or license from any office, agency or instrumentality of any government
shall become necessary or required in order that the Borrower may fulfill any of
its obligations hereunder, the Borrower will immediately take or cause to be
taken all reasonable steps within the power of the Borrower to obtain such
authorization, consent, approval, permit or license and furnish the Banks with
evidence thereof.

      7.11. UNDERWRITING CRITERIA. All Eligible Consumer Loans pledged as
Collateral to the Agent subsequent to the date of execution of this Credit
Agreement will be consistent with the Borrower's general underwriting criteria
as approved in writing by the Required Banks, including, without limitation, (i)
the requirement that a majority of sales shall be made to consumer borrowers
with minimum annual income as follows: $35,000 for Texas, $40,000 for Illinois,
and $45,000 for Massachusetts and (ii) the requirement that each consumer
borrower shall have a major credit card issued in his or her name. In addition
to the foregoing, the Borrower shall ensure that the weighted average FICO
Credit Bureau Scores of all consumer borrowers with respect to which a FICO
Credit Bureau Score can be obtained be not less than 640. The Borrower shall not
materially alter its general underwriting criteria without the prior written
approval of the Required Banks, which approval may be withheld by the Required
Banks in their sole discretion. On an annual basis, the Borrower shall provide
the Agent with written certification that the underwriting criteria as approved
by the Required Banks remains in full force and effect and has not been revised
or altered without the Required Banks' consent.

      7.12. AGREEMENTS CONSTITUTING COLLATERAL. The Borrower shall comply with
all terms of any agreements related to any Collateral, and the Borrower shall
immediately notify the Agent and the Banks of any defaults or events of defaults
under any such agreements. Except for prepayments in the ordinary course of
business and except for revised payment plans as provided for in clause (b) of
paragraph (9) of the definition of Eligible Consumer Loan, the Borrower shall
not modify, compromise, extend, rescind or cancel any agreements related to the
Collateral without the prior written consent of the Required Banks, which
consent shall not be unreasonably withheld.

      7.13. SUBORDINATION. All indebtedness to officers or shareholders of the
Borrower now existing or hereafter arising, including subordinated shareholder
debt, if any, and Indebtedness and fees payable to affiliated entities, other
than those fees set forth on SCHEDULE 7.13, shall be subordinated to the
Obligations, pursuant to subordination agreements in form and substance
satisfactory to the Agent.

<PAGE>
                                      -59-

      7.14. SALE OF INTERVALS; RESORT RATINGS. The Borrower will sell or offer
for sale Intervals only in the State of Texas and such other jurisdictions
listed on SCHEDULE 7.14 where the Borrower has completed all registrations
consistent with applicable Requirements. All sales will be made in compliance
with all Requirements and utilizing then current disclosure materials approved
as required by all Governmental Authorities. Before it sells or offers for sale
Intervals in any other jurisdictions, the Borrower will notify the Agent and
provide the Agent with evidence satisfactory to the Agent that the Borrower has
complied with all laws of such jurisdiction governing its proposed conduct.

      7.15. CONSUMER DOCUMENTS. The Borrower agrees with Agent that the consumer
loan documents in the forms previously delivered to the Agent are the only
documents which have been or will be used in connection with the credit sale of
Intervals and that the Borrower shall not materially modify or amend, or permit
the modification or amendment of, any such consumer loan documents or use or
permit the use by others of any other or additional documents in connection with
the credit sale of Intervals, except with the consent of the Agent, or as
reasonably requested by the Agent in order to meet any of the Requirements or to
protect the Agent's security interest therein from any claims or disputes. If
any such consumer loan document shall be modified or amended or if any
additional document shall be used in connection with the credit sale of
Intervals, the Borrower shall immediately provide to the Agent an accurate and
complete copy of such consumer loan document as so modified or amended and of
any such additional document.

      7.16. COLLECTION. The Borrower will undertake the diligent and timely
collection of all amounts due under each consumer loan in connection with the
credit sale of an Interval, including the Consumer Loan Collateral, and will
bear the entire expense of such collection.

      7.17. USE OF PROCEEDS. The Borrower will use the proceeds of the Loans
solely to repay the Tranche B Loans (under and as defined in the Amended and
Restated Agreement) and for working capital and general corporate purposes.

      7.18. BANK ACCOUNTS.

            7.18.1. GENERAL. The Borrower will (i) on or prior to the Closing
      Date, establish a depository account (the "BORROWER'S ACCOUNT") with the
      Agent under the control of the Agent for the benefit of the Banks and the
      Agent, in the name of the Borrower, (ii) on or prior to the date of the
      inclusion of any Eligible Consumer Loans in the Borrowing Base, instruct
      all consumer borrowers and other obligors, pursuant to notices of
      assignment and instruction letters in form and substance satisfactory to
      the Agent, to remit all payments on consumer loans pledged as Collateral
      to the Lock Box for credit to the Borrower's Account, and (iii) otherwise
      at all times ensure that immediately upon the Borrower's, the Servicer's
      or any of its Subsidiaries' receipt of any funds constituting cash
      proceeds of any Collateral, all such amounts shall be deposited in the
      Borrower's Account, subject to the Intercreditor Agreement.

<PAGE>
                                      -60-

            7.18.2. ACKNOWLEDGMENT OF APPLICATION. The Borrower hereby agrees
      that all amounts received by the Agent in the Borrower's Account will be
      the sole and exclusive property of the Agent, for the accounts of the
      Banks and the Agent, to be applied in accordance Section 2.8 or Section
      2.9, as applicable.

      7.19. SERVICING AGREEMENT AND LOCK BOX AGREEMENT. The Borrower shall (a)
exercise all reasonable efforts to enforce or secure the performance of each and
every obligation, covenant, condition and agreement to be performed by the
Servicer under the Servicing Agreement and (b) in a timely manner perform, and
not suffer or permit any default in, any of Borrower's obligations under the
Servicing Agreement or the Lock Box Agreement.

      7.20. STANDBY MANAGEMENT AGREEMENT; STANDBY SERVICING AGREEMENT. The
Borrower has entered into the Standby Management Agreement and will maintain
such agreement in full force and effect until the Maturity Date. In the event
that such agreement for the Standby Manager expires before the Maturity Date,
such agreement shall be extended or shall be replaced, before its expiration,
with an agreement for a Standby Manager that expires no sooner than the Maturity
Date. The Standby Manager will monitor the daily operations and performance of
the Borrower. The Borrower shall instruct the Standby Manager to provide (a) the
Banks with regular reports on the Borrower's business and the operation of the
Eligible Projects and (b) the Agent or any Bank with any information reasonably
requested. The Agent may request, from time to time, in its sole discretion and
as it deems necessary, that the Standby Manager perform such other duties and
responsibilities related to the operation of the Eligible Projects, the related
amenities, the Timeshare Interests, and any other Collateral. The Borrower shall
provide the Agent with a list in form and substance satisfactory to the Agent,
in its sole discretion, of the duties and responsibilities associated with the
operation of the Eligible Projects. The Borrower will maintain the Standby
Servicing Agreement in full force and effect.

      7.21. TANGIBLE PROPERTY. The machinery, equipment, fixtures, tools and
supplies to be used in connection with each Eligible Project, including, without
limitation, with respect to the operations and maintenance of the common areas,
will be owned or leased either by the Borrower, the Silverleaf Club or the
respective Association. The Borrower will obtain such non-disturbance and
estoppel agreements as the Agent may reasonably require for any tangible
property necessary to the ownership, operation or maintenance of each Eligible
Project which is not owned by the Borrower, the Silverleaf Club or the
respective Association.

      7.22. FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Banks and the Agent and execute such further
instruments and documents as the Banks or the Agent shall reasonably request to
carry out to their satisfaction the transactions contemplated by this Credit
Agreement and the other Loan Documents.

      7.23. SALE OR SECURITIZATIONS OF NOTES RECEIVABLE. [INTENTIONALLY
OMITTED].

<PAGE>
                                      -61-

      7.24. HELLER FACILITY, TEXTRON FACILITY, DZ BANK SECURITIZATION, TEXTRON
SECURITIZATION AND BOND HOLDER EXCHANGE TRANSACTION. The Borrower will comply
with each of the terms and conditions of the Heller Documents, the Textron
Documents, the DZ Bank Documents, Textron Securitization Documents and the Bond
Holder Exchange Documents and will promptly deliver to the Banks, upon receipt
by Borrower, copies of any notices received by Borrower in connection with any
of the foregoing credit facilities.

      7.25. AMENITIES. The Borrower will cause, or to the extent provided for
pursuant to the Declarations, will use its best efforts to ensure that the
Association or the manager of each Eligible Project, as applicable, will cause,
such Eligible Project to be maintained in good condition and repair, and in
accordance with the provisions of the applicable Timeshare Documents, and the
Borrower will cause each purchaser of an Interval at an Eligible Project to have
continuing access to, and the use of, to the extent of such purchaser's
time-share periods, all of the Common Elements and related or appurtenant
services, rights and benefits, all as provided in the applicable Declaration and
Timeshare Documents.

      7.26. MAINTENANCE OF INVENTORY CONTROL. The Borrower shall maintain and at
all times fully comply with the Inventory Control Procedures from the date
hereof until the Loans are repaid in full.

      7.27. MAINTENANCE. The Borrower shall maintain, or shall cause to be
maintained, or to the extent provided for pursuant to the Declarations, shall
use its best efforts to cause the Associations to maintain, the Eligible
Projects in good repair, working order and condition and shall make all
necessary replacements and improvements to the Eligible Projects so that the
value and operating efficiency of the Eligible Projects will be maintained at
all times and so that the Eligible Projects remain in compliance in all respects
with the Timeshare Acts, the Timeshare Documents and other applicable law.

                 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

      The Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any Bank has any obligation to make any Loans:

      8.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

            (a)   Indebtedness to the Banks and the Agent arising under any of
      the Loan Documents;

            (b)   endorsements for collection, deposit or negotiation and
      warranties of products or services, in each case incurred in the ordinary
      course of business;

<PAGE>
                                      -62-

            (c)   Indebtedness arising under the New Notes, Indebtedness arising
      under the Heller Facility, Indebtedness arising under the Textron
      Facility, and Indebtedness arising under the Receivables Facility;

            (d)   Indebtedness incurred in connection with the acquisition after
      the date hereof of any real or personal property by the Borrower or any
      Subsidiary of the Borrower or under any Capitalized Lease, provided that
      the aggregate principal amount of such Indebtedness incurred by the
      Borrower and its Subsidiaries shall not exceed the aggregate amount of
      $2,000,000 per calendar year;

            (e)   Indebtedness arising under a revolving credit facility secured
      by a pledge of loans made by the Borrower to consumer borrowers (and the
      related mortgages or deeds of trust on Timeshare Interests purchased by
      the consumer borrowers, which loans have not been pledged to any Person by
      the Borrower); provided that such Indebtedness shall be incurred only if
      (A) no Default or Event of Default has occurred and is continuing or will
      result therefrom, (B) in the reasonable opinion of the Agent, such
      Indebtedness is substantially similar in structure to the Receivables
      Credit Agreement, and (C) the aggregate outstanding principal amount of
      such Indebtedness shall not exceed $20,000,000 at any time or, if the
      aggregate outstanding principal amount of such Indebtedness shall exceed
      $20,000,000, the Agent shall have provided its prior written consent
      thereto (which consent will not be unreasonably withheld);

            (f)   Indebtedness in respect of the sale of "receivables" described
      in clause (vii) of the definition of Indebtedness, to the extent permitted
      by Section 8.5.2 hereof; and

            (g)   Indebtedness existing on November 1, 2001 and listed and
      described on SCHEDULE 8.1 hereto.

      8.2. RESTRICTIONS ON LIENS. The Borrower will not, and will not permit any
of its Subsidiaries to, (i) create or incur or suffer to be created or incurred
or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or
other security interest of any kind upon any of its property or assets of any
character whether now owned or hereafter acquired (including, without
limitation, the Consumer Loan Collateral and the Inventory Collateral) or upon
the income or profits therefrom; (ii) transfer any of such property or assets or
the income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; (iii) acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title retention
or purchase money security agreement, device or arrangement; (iv) suffer to
exist for a period of more than thirty (30) days after the same shall have been
incurred any Indebtedness or claim or demand against it that if unpaid might by
law or upon bankruptcy or insolvency, or otherwise, be given any priority
whatsoever over its general creditors; (v) sell, assign, pledge or otherwise
transfer any "receivables" as defined in clause (vii) of the definition of the
term

<PAGE>
                                      -63-

"Indebtedness," with or without recourse; or (vi) enter into or permit to exist
any arrangement or agreement, enforceable under applicable law, which directly
or indirectly prohibits the Borrower or any of its Subsidiaries from creating or
incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other
security interest other than in favor of the Agent for the benefit of the Banks
and the Agent under the Loan Documents and other than customary anti-assignment
provisions in leases and licensing agreements entered into by the Borrower or
such Subsidiary in the ordinary course of its business, provided that the
Borrower or any of its Subsidiaries may create or incur or suffer to be created
or incurred or to exist:

            (a)   liens in favor of the Borrower on all or part of the assets of
      Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries
      of the Borrower to the Borrower;

            (b)   liens to secure taxes, assessments and other government
      charges in respect of obligations not overdue or liens on properties other
      than the Collateral to secure claims for labor, material or supplies in
      respect of obligations not overdue;

            (c)   deposits or pledges made in connection with, or to secure
      payment of, workmen's compensation, unemployment insurance, old age
      pensions or other social security obligations;

            (d)   liens on properties other than the Collateral in respect of
      judgments or awards that have been in force for less than the applicable
      period for taking an appeal so long as execution is not levied thereunder
      or in respect of which the Borrower or such Subsidiary shall at the time
      in good faith be prosecuting an appeal or proceedings for review and in
      respect of which a stay of execution shall have been obtained pending such
      appeal or review;

            (e)   liens of carriers, warehousemen, mechanics and materialmen,
      and other like liens on properties other than the Collateral, in existence
      less than one hundred and twenty (120) days from the date of creation
      thereof in respect of obligations not overdue;

            (f)   encumbrances consisting of easements, rights of way, zoning
      restrictions, restrictions on the use of real property and defects and
      irregularities in the title thereto, landlord's or lessor's liens under
      leases to which the Borrower or a Subsidiary of the Borrower is a party,
      and other minor liens or encumbrances none of which in the opinion of the
      Borrower interferes materially with the use of the property affected in
      the ordinary conduct of the business of the Borrower and its Subsidiaries,
      which defects do not individually or in the aggregate have a materially
      adverse effect on the business of the Borrower individually or of the
      Borrower and its Subsidiaries on a consolidated basis;

<PAGE>
                                      -64-

            (g)   presently outstanding liens listed on SCHEDULE 8.2 hereto and
      the Project Title Policies;

            (h)   purchase money security interests in or purchase money
      mortgages on real or personal property other than the Collateral acquired
      after the date hereof to secure purchase money Indebtedness of the type
      and amount permitted by Section 8.1(d), incurred in connection with the
      acquisition of such property, which security interests or mortgages cover
      only the real or personal property so acquired;

            (i)   liens and encumbrances on (A) each Existing Mortgaged Property
      as and to the extent permitted by the Existing Mortgage applicable thereto
      (as each such term is defined in the Receivables Credit Agreement) and (B)
      the Eligible Inventory as and to the extent permitted by the Security
      Documents;

            (j)   liens in favor of the Agent for the benefit of the Banks and
      the Agent under the Loan Documents and liens in respect of the Heller
      Facility and the Textron Facility, to the extent provided in the
      Intercreditor Agreement;

            (k)   transfers of receivables to the extent permitted by Section
      8.1(f) hereof; and

            (l)   security interests in consumer loans (other than the Consumer
      Loan Collateral) to secure Indebtedness permitted by Section 8.1(e)
      hereof, provided that such security interests shall extend only to
      consumer loans comprising the borrowing base of such Indebtedness.

      8.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

            (a)   marketable direct or guaranteed obligations of the United
      States of America that mature within one (1) year from the date of
      purchase by the Borrower;

            (b)   demand deposits, certificates of deposit, bankers acceptances
      and time deposits of United States banks having total assets in excess of
      $1,000,000,000;

            (c)   securities commonly known as "commercial paper" issued by a
      corporation organized and existing under the laws of the United States of
      America or any state thereof that at the time of purchase have been rated
      and the ratings for which are not less than "P 1" if rated by Moody's
      Investors Service, Inc., and not less than "A 1" if rated by Standard and
      Poor's Rating Group;

<PAGE>
                                      -65-

            (d)   Investments consisting of residuals under the DZ Bank
      Securitization and the Textron Securitization;

            (e)   Investments outstanding on November 1, 2001 by the Borrower in
      Subsidiaries of the Borrower;

            (f)   Investments consisting of promissory notes received as
      proceeds of asset dispositions permitted by Section 8.5.2; and

            (g)   Investments consisting of loans and advances to employees for
      moving, entertainment, travel and other similar expenses in the ordinary
      course of business not to exceed $100,000 in the aggregate at any time
      outstanding.

      8.4. DISTRIBUTIONS. The Borrower will not make any Distributions.

      8.5. MERGER, CONSOLIDATION.

            8.5.1. MERGERS AND ACQUISITIONS. The Borrower will not, and will not
      permit any of its Subsidiaries to, become a party to any merger or
      consolidation, or agree to or effect any asset acquisition or stock
      acquisition (other than the acquisition of assets in the ordinary course
      of business consistent with past practices) except the merger or
      consolidation of one or more of the Subsidiaries of the Borrower with and
      into the Borrower, or the merger or consolidation of two or more
      Subsidiaries of the Borrower.

            8.5.2. DISPOSITION OF ASSETS. The Borrower will not, and will not
      permit any of its Subsidiaries to, become a party to or agree to or effect
      any disposition of assets, other than (i) the sale of Intervals and the
      disposition of obsolete assets, in each case in the ordinary course of
      business consistent with past practices; provided that, in the case of the
      sale of any Inventory Collateral, such sale is in compliance with Section
      5.10, (ii) the sale of Eligible Consumer Loans constituting Consumer Loan
      Collateral into the DZ Bank Securitization, the Textron Securitization and
      other similar purchase facilities for receivables, and (iii) the sale of
      consumer loans (not constituting Consumer Loan Collateral) into the DZ
      Bank Securitization, the Textron Securitization and other similar purchase
      facilities for receivables; provided that, in the case of clauses (ii) and
      (iii) above, (A) if such consumer loans are Collateral, the proceeds of
      such sales are transferred to the Borrower's Account and applied as
      contemplated by Section 2.8 or Section 2.9, as the case may be, and (B)
      such sale of consumer loans into such purchase facility constitutes a
      "true sale" and the Borrower shall have received a legal opinion
      satisfactory to the Agent that such sale of consumer loans into such
      facility constitutes a "true sale". Any other disposition of assets shall
      require the prior written consent of the Agent, in its sole discretion;
      provided, however, in the case of the disposition of the Existing
      Mortgaged Properties (as defined in the Amended and Restated Receivables
      Credit Agreement) and the water plants located at the Company's resorts
      such consent shall be not unreasonably withheld.

<PAGE>
                                      -66-

      8.6. SALE AND LEASEBACK. The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby
the Borrower or any Subsidiary of the Borrower shall sell or transfer any
property owned by it in order then or thereafter to lease such property or lease
other property that the Borrower or any Subsidiary of the Borrower intends to
use for substantially the same purpose as the property being sold or
transferred.

      8.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and will
not permit any of its Subsidiaries or the Associations to, (i) use any of the
Real Estate or any portion thereof for the handling, processing, storage or
disposal of Hazardous Substances, (ii) cause or permit to be located on any of
the Real Estate any underground tank or other underground storage receptacle for
Hazardous Substances, (iii) generate any Hazardous Substances on any of the Real
Estate, (iv) conduct any activity at any Real Estate or use any Real Estate in
any manner so as to cause a release (i.e. releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping) or threatened release of Hazardous Substances on, upon or
into the Real Estate or (v) otherwise conduct any activity at any Real Estate or
use any Real Estate in any manner that would violate any Environmental Law or
bring such Real Estate in violation of any Environmental Law.

      8.8. SUBORDINATED DEBT. The Borrower will not, and will not permit any of
its Subsidiaries to, amend, supplement or otherwise modify the terms of any of
the Subordinated Debt or prepay or repurchase any of the Subordinated Debt.

      8.9. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA Affiliate
will:

            (a)   engage in any "prohibited transaction" within the meaning of
      Section 406 of ERISA or Section 4975 of the Code which could result in a
      material liability for the Borrower or any of its Subsidiaries; or

            (b)   permit any Guaranteed Pension Plan to incur an "accumulated
      funding deficiency", as such term is defined in Section 302 of ERISA,
      whether or not such deficiency is or may be waived; or

            (c)   fail to contribute to any Guaranteed Pension Plan to an extent
      which, or terminate any Guaranteed Pension Plan in a manner which, could
      result in the imposition of a lien or encumbrance on the assets of the
      Borrower or any of its Subsidiaries pursuant to Section 302(f) or Section
      4068 of ERISA; or

            (d)   amend any Guaranteed Pension Plan in circumstances requiring
      the posting of security pursuant to Section 307 of ERISA or Section
      401(a)(29) of the Code; or

            (e)   permit or take any action which would result in the aggregate
      benefit liabilities (with the meaning of Section 4001 of ERISA) of all
      Guaranteed Pension Plans exceeding the value of the aggregate assets of
      such Plans,

<PAGE>
                                      -67-

      disregarding for this purpose the benefit liabilities and assets of any
      such Plan with assets in excess of benefit liabilities.

      8.10. BUSINESS ACTIVITIES. The Borrower will not, and will not permit any
of its Subsidiaries to, engage directly or indirectly (whether through
Subsidiaries or otherwise) in any type of business other than the businesses
conducted by them on the Closing Date and in related businesses.

      8.11. FISCAL YEAR; JURISDICTION OF ORGANIZATION. The Borrower will not,
and will not permit any of it Subsidiaries to, change the date of the end of its
fiscal year from that set forth in Section 6.6.1. The Borrower will not change
its jurisdiction of organization without giving the Banks thirty (30) days prior
written notice.

      8.12. TRANSACTIONS WITH AFFILIATES. Except as provided in the Textron
Securitization Documents, the Borrower will not, and will not permit any of its
Subsidiaries to, engage in any transaction with any Affiliate (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any such Affiliate or, to the knowledge of the
Borrower, any corporation, partnership, trust or other entity in which any such
Affiliate has a substantial interest or is an officer, director, trustee or
partner, on terms more favorable to such Person than would have been obtainable
on an arm's-length basis in the ordinary course of business.

      8.13. BANK ACCOUNTS. The Borrower will not, and will not permit any of its
Subsidiaries to, violate directly or indirectly the Lock Box Agreement or any
bank agency or lock box agreement in favor of the Agent for the benefit of the
Banks and the Agent with respect to any accounts.

      8.14. COVENANT AGAINST ALIENATION. The Borrower shall not in any way
notify any consumer borrower of an consumer loan constituting Consumer Loan
Collateral that payments should be made other than to the Servicer or JPMC.

      8.15. ASSOCIATION LIENS. The Borrower shall not in any way create, incur,
assume or suffer to exist any security interest, mortgage, pledge, lien,
restriction or other encumbrance on any of the Associations or the Silverleaf
Club or their assets, other than in the ordinary course of business of such
Association or Silverleaf Club and other than in favor of the Agent, for the
benefit of the Agent and the Banks, Textron, and Sovereign, as agent under the
Receivables Credit Agreement on a pari passu basis.

      8.16. TIME SHARE INSTRUMENTS; REQUIRED CONSUMER LOAN DOCUMENTATION;
MANAGEMENT AGREEMENTS. Without the Agent's prior written consent, which consent
shall not be unreasonably withheld as to changes necessary to implement the
Business Plan, the Borrower shall not amend, modify or terminate any of the
Timeshare Declarations or the Timeshare Documents, or any other restrictive
covenants, agreements or easements regarding the Eligible Projects

<PAGE>
                                      -68-

(except for routine non-substantive modifications which have no impact on the
Collateral). Other than pursuant to the Security Documents, the Borrower shall
not assign any of its rights under any Timeshare Instrument or Management
Agreement, including, without limitation, the Borrower shall not assign its
rights as "developer" under the Timeshare Declarations. The Borrower shall not
file or permit to be filed any additional covenants, conditions, easements or
restrictions against or affecting the Eligible Projects (or any portion
thereof). The Borrower shall not cause or permit any amendment to or
modification of the form or terms of the Required Consumer Loan Documents or the
Required Eligible Inventory Documents, except as otherwise permitted by this
Credit Agreement. No management agreement for any Eligible Project shall be
modified, assigned, extended, terminated, or entered into nor shall the current
method of operation and management of the Eligible Projects be changed in any
material manner, without the prior written approval of the Agent, except as
otherwise expressly provided for herein.

      8.17. [INTENTIONALLY OMITTED].

      8.18. SALE OF INTERVALS. The marketing, sale, offering for sale, rental
solicitation of purchasers and financing of Intervals or Timeshare Interests:
(a) will not constitute the sale, or the offering for sale, of securities
subject to the registration requirements of the Securities Act of 1933, as
amended, or any state securities law applicable to such sale or offer for sale;
(b) will not violate any Timeshare Act, or any land sales or consumer protection
law, statute or regulation of the State of Texas or any other state or
jurisdiction in which sales or solicitation activities occur; and (c) will not
violate any consumer credit or usury statute of the State of Texas or any other
state or jurisdiction in which sales or solicitation activities occur. All
marketing and sales activities will be performed by Borrower's employees or by
independent contractors or agents of the Borrower, all of whom are and will be
properly licensed in accordance with applicable laws. There shall be no
misrepresentations by the Borrower or any of its employees or selling agents
with respect to any matter relating to any Eligible Project or the sale or
financing of Intervals or Timeshare Interests. In addition to the foregoing, the
Borrower shall not market, attempt to sell or sell or permit or justify any
sales or attempted sales of any Intervals or Timeshare Interests, except in
compliance with the applicable Timeshare Act and other applicable laws in state
of the applicable Eligible Project and other jurisdictions where marketing,
sales or solicitation activities occur.

      8.19. [INTENTIONALLY OMITTED]. 8.20. [INTENTIONALLY OMITTED]. 8.21.
MODIFICATION OF OTHER DOCUMENTS. The Borrower shall not amend or modify the
Standby Management Agreement, the Servicing Agreement, or the Standby Servicing
Agreement, without the prior written consent of the Agent, which consent shall
not be unreasonably withheld.

      8.22. LOAN RISK RATIO. As of the last day of each fiscal quarter, the
Borrower will not permit for any Reference Period the ratio, expressed as a
percentage, of (a) the outstanding principal amount of all loans made by the
Borrower to consumer borrowers with FICO Credit Bureau Scores of less than 600

<PAGE>
                                      -69-

during the applicable Reference Period to (b) the aggregate principal amount of
all consumer loans made by the Borrower to consumer borrowers during the
applicable Reference Period to be greater than thirty percent (30%). For the
purposes hereof, any consumer borrower that does not have a FICO Credit Bureau
Score shall be treated as a consumer borrower with a FICO Credit Bureau Score of
less than 600. In the event that, as of the last day of any fiscal quarter, such
ratio is greater than twenty-five percent (25%), the Borrower hereby agrees
that, at the Agent's request and at the Borrower's expense, the Banks may
conduct an audit of the Borrower in accordance with Section 7.9.1 hereof (and
such audit shall not count against the annual audit limit set forth in Section
7.9.1).

      8.23. MODIFIED PAYMENT PLANS. In the event that, at any time, the
aggregate principal amount of the Modified Consumer Loans exceeds the percentage
set forth in clause (c) of the definition of "Eligible Consumer Loan Amount",
then no Eligible Consumer Loans pledged to the Agent may be modified in any
respect until such time as the aggregate principal amount of the Modified
Consumer Loans does not exceed the percentage in clause (c) of the definition of
"Eligible Consumer Loan Amount".

      8.24. NEGATIVE PLEDGE. Other than to Textron as provided in the Textron
Documents in effect on the Closing Date (including, without limitation, the
release provisions thereof), neither the Borrower nor any of its Subsidiaries
shall pledge or create a security interest in any of the following assets to or
in favor of any Person: the Additional Resort Collateral, the Subordinated Note,
the Silverleaf Finance I, Inc. Stock, the stock of Silverleaf Finance II, Inc.,
and the Net Securization Cash Flow (as each such term is defined in the Amended
and Restated Agreement).

      8.25. TERM OF CONSUMER LOAN COLLATERAL. The Borrower shall not permit the
Eligible Consumer Loans pledged to the Agent as Collateral to have a weighted
average original term equal to or in excess of ninety-six (96) months.

                     9. FINANCIAL COVENANTS OF THE BORROWER.

      9.1. TANGIBLE NET WORTH. The Borrower will not permit Tangible Net Worth
of the Borrower at any time to be less than an amount equal to (i) the greater
of (A) $113,000,000 or (B) an amount equal to 90% of the Tangible Net Worth of
the Borrower as of March 31, 2004, plus (ii) (A) on a cumulative basis, 100% of
the positive Consolidated Net Income after March 31, 2004, plus (B) 100% of the
proceeds of (1) any sale by the Borrower of (x) equity securities issued by the
Borrower or (y) warrants or subscription rights for equity securities issued by
the Borrower or (2) any Indebtedness incurred by the Borrower, other than the
Loans and any loans under the Heller Facility or the Textron Facility and other
senior indebtedness of the Borrower incurred under Section 8.1(d) and (e)
hereof, in the case of each of (1) and (2) above occurring after March 31, 2004.

      For purposes of this Section 9.1, if any change in generally accepted
accounting principles after the Closing Date results in a material change in the
calculation to be performed in this Section 9.1, solely as a result of such
change in generally accepted

<PAGE>
                                      -70-

accounting principles, the Agent and the Borrower shall negotiate in good faith
a modification of the covenant set forth in this Section 9.1 so that the
economic effect of the calculation of such covenant using generally accepted
accounting principles as so changed is as close as feasible to what the economic
effect of the calculation of such covenant would have been using generally
accepted accounting principles in effect as of the Closing Date.

      9.2. MARKETING EXPENSES. As of the last day of each fiscal quarter,
commencing with the fiscal quarter ending March 31, 2003, the Borrower will not
permit the ratio of the Marketing Expenses to the Borrower's net sales of
Intervals as recorded on the Borrower's financial statements for the Reference
Period then ending to equal or exceed .550 to 1.

      9.3. MINIMUM LOAN DELINQUENCY. The Borrower will not permit as of the last
day of each fiscal quarter its over 30-day delinquency rate on its entire
consumer loan portfolio (including, without limitation, all consumer loans
pledged pursuant to the Security Agreement, the Heller Facility and the Textron
Facility) for any Reference Period to be greater than twenty-five percent (25%).
In the event that, as of the last day of any fiscal quarter, such delinquency
rate is greater than twenty percent (20%), the Borrower hereby agrees that, at
the Agent's request and at the Borrower's expense, the Banks may conduct an
audit of the Borrower in accordance with Section 7.9.1 hereof (and such audit
shall not count against the annual audit limit set forth in Section 7.9.1).

      9.4. DEBT SERVICE. The Borrower will not permit the ratio of (i) EBITDA
less capital expenditures as determined in accordance with generally accepted
accounting principles to (ii) Consolidated Total Interest Expense for each
period of four (4) consecutive fiscal quarters ending on or after March 31, 2003
to be less than 1.25 to 1.

      9.5. PROFITABLE OPERATIONS. The Borrower will not permit Consolidated Net
Income (a) for any fiscal year, commencing with the fiscal year ending December
31, 2003, to be less than $1.00 and (b) for any two consecutive fiscal quarters
(reviewed on an individual rather than on an aggregate basis) to be less than
$1.00.

                             10. CLOSING CONDITIONS.

      The effectiveness of this Credit Agreement and obligations of the Banks to
make the initial Loans shall be subject to the satisfaction of the following
conditions precedent on or prior to July 30, 2004, as determined by each Bank:

      10.1. LOAN DOCUMENTS. Each of the Loan Documents (other than the Lock Box
Agreement, the Servicing Agreement, and the Standby Servicing Agreement) shall
have been duly executed and delivered by the respective parties thereto, shall
be in full force and effect and shall be in form and substance satisfactory to
each of the Banks. Each Bank shall have received a fully executed copy of each
such document.

<PAGE>
                                      -71-

      10.2. INTERCREDITOR AGREEMENT. Textron, Heller, the Agent (as agent for
the Banks), and Sovereign, as agent under the Receivables Facility, shall have
duly executed and delivered an amendment to or amendment and restatement of the
Second Amended and Restated Intercreditor Agreement, dated as of March 5, 2004
(the "EXISTING INTERCREDITOR AGREEMENT"), among the Agent, Textron, and Heller,
in form and substance satisfactory to the Banks, providing for, among other
things, the subordination of certain liens granted to each lender on collateral
pledged to the other lenders. The Borrower shall have agreed to and acknowledged
in writing such amendment to or amendment and restatement of the Existing
Intercreditor Agreement.

      10.3. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall have
received from the Borrower and each Subsidiary of the Borrower, a copy,
certified by a duly authorized officer of such Person to be true and complete on
the Closing Date, of each of (i) its charter or other incorporation documents as
in effect on such date of certification and (ii) its by-laws as in effect on
such date.

      10.4. CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by the Borrower and each of its Subsidiaries
of this Credit Agreement and the other Loan Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Banks shall have been provided to each of the Banks.

      10.5. INCUMBENCY CERTIFICATE. Each of the Banks shall have received from
the Borrower and each of its Subsidiaries an incumbency certificate, dated as of
the Closing Date, signed by a duly authorized officer of the Borrower or such
Subsidiary, and giving the name and bearing a specimen signature of each
individual who shall be authorized: (i) to sign, in the name and on behalf of
the Borrower or such Subsidiary, each of the Loan Documents to which the
Borrower or such Subsidiary is or is to become a party; (ii) in the case of the
Borrower, to make Loan Requests; and (iii) to give notices and to take other
action on its behalf under the Loan Documents.

      10.6. VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Agent a legal, valid and enforceable first priority or
second priority security interest in the Collateral, as required by the
applicable Security Document (except for Permitted Liens entitled to priority
under applicable law and except for other liens permitted by the applicable
Security Documents). All filings, recordings, deliveries of instruments and
other actions necessary or desirable in the opinion of the Agent to protect and
preserve such security interests shall have been duly effected. The Agent shall
have received evidence thereof in form and substance satisfactory to the Agent.

      10.7. UCC SEARCH RESULTS; LITIGATION SEARCH. The Banks shall have received
from each of the Borrower and its Subsidiaries the results of UCC searches with
respect to its Collateral, indicating no liens, other than Permitted Liens, and
otherwise in form and substance satisfactory to the Banks.

<PAGE>
                                      -72-

      The Agent shall have obtained, at the Borrower's cost, an independent
search to verify that there are no bankruptcy, foreclosure actions or other
material litigation or judgments pending or outstanding against the Eligible
Projects, any portion of the Collateral, the Borrower, or any Affiliates of
Borrower (each a "MATERIAL PARTY"). The term "other material litigation" as used
herein shall not include matters in which (i) a Material Party is plaintiff and
no counterclaim is pending or (ii) which the Banks determine in their sole
discretion exercised in good faith, are immaterial due to settlement, insurance
coverage, frivolity, or amount or nature of claim. The Banks shall not be
obligated to fund any Loan if the Banks determine that any such litigation is
pending.

      10.8. TITLE INSURANCE.

      The Agent shall have received a Project Title Policy covering each
Eligible Project (or commitments to issue such policies, with all conditions to
issuance of each Project Title Policy deleted by an authorized agent of the
applicable title insurance company) together with proof of payment of all fees
and premiums for such policies, from the applicable title insurance company and
in the amounts required by Section 7.7 for each Eligible Project, insuring the
interest of the Agent and each of the Banks as assignee of the consumer loan
mortgages.

      10.9. CERTIFICATES OF INSURANCE. The Banks shall have received (i) a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance with
Section 7.7 and (ii) certified copies of all policies evidencing such insurance
(or certificates therefore signed by the insurer or an agent authorized to bind
the insurer).

      10.10. BORROWER'S ACCOUNT. The Borrower shall have established the
Borrower's Account.

      10.11. BORROWING BASE CERTIFICATE. The Banks shall have received from the
Borrower the initial Borrowing Base Certificate dated as of the Closing Date.

      10.12. OPINION OF COUNSEL. Each of the Banks and the Agent shall have
received a favorable opinion addressed to the Banks and the Agent, dated as of
the Closing Date, in form and substance satisfactory to the Banks and the Agent,
from Meadow, Owens, Collier, Reed, Cousins & Blau, L.L.P., counsel to the
Borrower and its Subsidiaries.

      10.13. TITLE POLICIES ON INVENTORY MORTGAGES. The Agent has received title
policies or title commitments, in form and substance and issued by companies
acceptable to the Agent in its sole discretion, insuring the Inventory Mortgages
as first priority liens on the Eligible Inventory, subject only to those matters
as are approved by the Agent in its sole discretion.

      10.14. CLOSING OF RECEIVABLES CREDIT AGREEMENT. All of the conditions
precedent to the closing of the Receivables Facility shall have been satisfied
as

<PAGE>
                                      -73-

determined by Sovereign, as agent under the Receivables Credit Agreement, in its
sole discretion.

      10.15. NO CHANGES. All information and documents heretofore delivered by
the Borrower to the Banks, including information and documents delivered in
connection with or under the Amended and Restated Agreement, shall remain true
and correct in all respects.

      10.16. NO MATERIAL CHANGE; AUDITED 2003 FINANCIAL STATEMENTS. Except as
disclosed by the Borrower in writing to the Banks prior to the date hereof, no
material change shall have occurred in the assets, liabilities, or financial
condition of the Borrower or any of its Subsidiaries since December 31, 2003.
The Agent shall have received the financial statements for the fiscal year ended
December 31, 2003 required by Section 7.4(a) of the Amended and Restated
Agreement, in form and substance satisfactory to the Agent.

      10.17. PAYMENT OF EXPENSES AND CLOSING FEE. The Borrower shall have
reimbursed the Agent for, or paid directly, all reasonable fees, costs, and
expenses incurred by the Banks and any of their participants, their counsel and
their professional advisors, for which invoices have been delivered. The
Borrower shall have paid the Agent the Closing Fee in immediately available
funds.

      10.18. MANAGEMENT AND SERVICING AGREEMENTS. Each of the Standby Management
Agreements, the Servicing Agreement, and the Standby Servicing Agreement shall
be in full force and effect.

                        11. CONDITIONS TO ALL BORROWINGS.

      11A. CONDITIONS TO ALL LOANS. The obligations of the Banks to make any
Loan whether on or after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent, as determined by the Agent:

      11A.1. REPRESENTATIONS TRUE: NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Loan, with the same effect as if
made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

      11A.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Bank would make it illegal for such Bank to make such Loan.

<PAGE>
                                      -74-

      11A.3. GOVERNMENTAL REGULATION. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of Governors of the Federal
Reserve System.

      11A.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Banks and to the Agent and the Agent's Special Counsel, and the
Banks, the Agent and such counsel shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Agent may reasonably request.

      11A.5. BORROWING BASE CERTIFICATE. The Banks shall have received the most
recent Borrowing Base Certificate required to be delivered to the Agent in
accordance with Section 7.4(f).

      11A.6. NO ADVERSE CHANGE. No material adverse change shall have occurred
in the financial condition of the Borrower, in the business operations of the
Borrower, or in the condition of the Collateral or the Borrower's business from
the Closing Date.

      11A.7. INVENTORY ADVANCES. Not less than five (5) Business Days prior to
the date of any Loan to be secured in whole or in part by the pledge of Eligible
Inventory, the Borrower shall have:

            (a)   delivered to the Agent a list of all Intervals which are to be
      subject to such requested Loan, together with such additional information
      as the Agent may require a certificate executed by Borrower certifying as
      to the retail sales price of each Interval;

            (b)   delivered to the Agent (or, if the Agent shall so instruct, a
      designee appointed by the Agent in writing), if any, (i) the original or
      certified copies of any deed or beneficial interest certificate, or other
      documents evidencing conveyance of the Interval in question to the
      Borrower, (ii) a copy of any title policy received by the Borrower in
      connection with its acquisition of the Interval in question, and (iii)
      original or true copies of any purchase contract (including addenda) or
      other agreements entered into by the Borrower with any person with respect
      to the sale by the Borrower or any purchaser of the Interval in question;

            (c)   delivered to the Agent a duly executed Inventory Mortgage or
      Inventory Mortgages granting to the Agent a first mortgage lien on the
      Intervals;

            (d)   a UCC financing statements covering the Intervals, filed with
      the Secretary of State of Texas; and

<PAGE>
                                      -75-

            (e)   delivered to the Agent, with respect to each Interval
      constituting a part of the Eligible Inventory, a commitment for a
      mortgagee's title insurance policy showing that the Inventory Mortgage in
      respect of such Interval insuring in favor of the Agent the first priority
      Lien of such Inventory Mortgage in the amount of the Loan to be made in
      respect of such Interval, with a satisfactory title insurance policy to be
      issued within a reasonable time following the requested Loan.

      The Inventory Mortgages to the Agent shall each have been duly recorded in
the applicable land records which are described in SCHEDULE 11A.7 hereof. The
mortgagee's title insurance policies shall be in form and substance satisfactory
to the Agent and shall be issued by a title insurance company satisfactory to
the Agent, and name the Agent as the insured party therein. The funding of the
Loan, delivery of the Inventory Collateral and issuance of the title insurance
policy, and recording of the mortgages or any releases may, in the Agent's
discretion, be effected by way of an escrow arrangement with a title insurance
company or other fiduciary, the form and substance of which shall be
satisfactory to the Agent.

      11B. CONDITIONS TO ALL LOANS AGAINST CONSUMER LOAN COLLATERAL. The
obligations of the Banks to make any Loan whether on or after the Closing Date
to the extent any Eligible Consumer Loan have been or are to be included in the
Borrowing Base for such Loan, shall also be subject to the satisfaction of the
following conditions precedent, as determined by each Bank:

      11B.1. LOCK BOX AGREEMENT. The Borrower, the Agent, and JPMC shall have
entered into the Lock Box Agreement and such Lock Box Agreement shall be in full
force and effect.

      11B.2. NOTICES TO CONSUMER BORROWERS. The Borrower shall have delivered to
each of the consumer borrowers of an Eligible Consumer Loan included in the
calculation of the Eligible Consumer Loan Amount as of the Closing Date a
notice, in form and substance satisfactory to the Agent, instructing such
consumer borrower to remit payments in respect of its Eligible Consumer Loan
directly to the Lock Box.

      11B.3. STANDBY SERVICING AGREEMENT. The Borrower, the Agent, and the
Standby Servicer shall have entered into the Standby Servicing Agreement and
such Standby Servicing Agreement shall be in full force and effect.

      11B.4. SERVICING AGREEMENT. The Borrower, the Servicer, and the Agent
shall have entered into the Servicing Agreement and the Servicing Agreement
shall be in full force and effect.

<PAGE>
                                      -76-

            12. EVENTS OF DEFAULT; ACCELERATION; ETC.

      12.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events
("EVENTS OF DEFAULT" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, "DEFAULTS") shall occur:

            (a)   the Borrower shall fail to pay any principal of the Loans when
      the same shall become due and payable, whether at the stated date of
      maturity or any accelerated date of maturity or at any other date fixed
      for payment and such failure shall continue for three (3) days after the
      Agent has provided the Borrower with written or verbal notice thereof;

            (b)   the Borrower shall fail to pay any interest on the Loans or
      any other sums due hereunder or under any of the other Loan Documents,
      when the same shall become due and payable, whether at the stated date of
      maturity or any accelerated date of maturity or at any other date fixed
      for payment and such failure shall continue for three (3) days after the
      Agent has provided the Borrower with written or verbal notice thereof;

            (c)   the Borrower shall fail to comply with any of its covenants
      contained in Sections 7, 8 or 9 or any of the covenants contained in any
      of the Security Documents;

            (d)   the Borrower or any of its Subsidiaries shall fail to perform
      any term, covenant or agreement contained herein or in any of the other
      Loan Documents (other than those specified elsewhere in this Section 12.1)
      for fifteen (15) days after written notice of such failure has been given
      to the Borrower by the Agent;

            (e)   any representation or warranty of the Borrower or any of its
      Subsidiaries in this Credit Agreement or any of the other Loan Documents
      or in any other document or instrument constituting or relating to the
      Collateral or delivered pursuant to or in connection with this Credit
      Agreement shall prove to have been false in any material respect upon the
      date when made or deemed to have been made or repeated;

            (f)   the Borrower or any of its Subsidiaries shall fail to pay when
      due, or within any applicable period of grace, any obligation for borrowed
      money (including, without limitation, any obligation under the Heller
      Facility, the Textron Facility, the New Notes, the Receivables Facility,
      the DZ Bank Securitization, or the Textron Securitization), or credit
      received in respect of any Capitalized Leases in excess of $100,000, or
      fail to observe or perform any material term, covenant or agreement
      contained in any agreement by which it is bound, evidencing or securing
      borrowed money or credit received (including, without limitation, the New
      Notes and the agreements and instruments entered into by the Borrower in
      connection with the Heller Facility, the Textron Facility, the Receivables
      Facility, the DZ Bank Securitization, the Textron Securitization, or the
      New Notes), or in

<PAGE>
                                      -77-

      respect of any Capitalized Leases in excess of $100,000 for such period of
      time as would permit (assuming the giving of appropriate notice if
      required) the holder or holders thereof or of any obligations issued
      thereunder to accelerate the maturity thereof, or any such holder or
      holders shall rescind or shall have a right to rescind the purchase of any
      such obligations;

            (g)   an event of default shall occur under the DZ Bank
      Securitization, the Textron Securitization, the Heller Facility, the
      Textron Facility, the New Notes or the Receivables Facility;

            (h)   the Borrower or any of its Subsidiaries shall make an
      assignment for the benefit of creditors, or admit in writing its inability
      to pay or generally fail to pay its debts as they mature or become due, or
      shall petition or apply for the appointment of a trustee or other
      custodian, liquidator or receiver of the Borrower or any of its
      Subsidiaries or of any substantial part of the assets of the Borrower or
      any of its Subsidiaries or shall commence any case or other proceeding
      relating to the Borrower or any of its Subsidiaries under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation or similar law of any jurisdiction, now or hereafter in
      effect, or shall take any action to authorize or in furtherance of any of
      the foregoing, or if any such petition or application shall be filed or
      any such case or other proceeding shall be commenced against the Borrower
      or any of its Subsidiaries and the Borrower or any of its Subsidiaries
      shall indicate its approval thereof, consent thereto or acquiescence
      therein or such petition or application shall not have been dismissed
      within forty-five (45) days following the filing thereof;

            (i)   a decree or order is entered appointing any such trustee,
      custodian, liquidator or receiver or adjudicating the Borrower or any of
      its Subsidiaries bankrupt or insolvent, or approving a petition in any
      such case or other proceeding, or a decree or order for relief is entered
      in respect of the Borrower or any Subsidiary of the Borrower in an
      involuntary case under federal bankruptcy laws as now or hereafter
      constituted;

            (j)   there shall remain in force, undischarged, unsatisfied and
      unstayed, for more than thirty (30) days, whether or not consecutive, any
      final judgment against the Borrower or any of its Subsidiaries that, with
      other outstanding final judgments, undischarged, against the Borrower or
      any of its Subsidiaries exceeds in the aggregate $100,000;

            (k)   the holders of all or any part of the Subordinated Debt shall
      accelerate the maturity of all or any part of the Subordinated Debt or the
      Subordinated Debt shall be prepaid or repurchased in whole or in part;

            (l)   if any of the Loan Documents shall be cancelled, terminated,
      revoked or rescinded or the Agent's security interests, mortgages or liens
      in a substantial portion of the Collateral shall cease to be perfected, or
      shall cease to have the priority contemplated by the Security Documents,
      in each case

<PAGE>
                                      -78-

      other than in accordance with the terms thereof or with the express prior
      written agreement, consent or approval of the Banks, or any action at law,
      suit or in equity or other legal proceeding to cancel, revoke or rescind
      any of the Loan Documents shall be commenced by or on behalf of the
      Borrower, any of its Subsidiaries party thereto or any of their respective
      stockholders, or any court or any other governmental or regulatory
      authority or agency of competent jurisdiction shall make a determination
      that, or issue a judgment, order, decree or ruling to the effect that, any
      one or more of the Loan Documents is illegal, invalid or unenforceable in
      accordance with the terms thereof;

            (m)   the Borrower or any ERISA Affiliate incurs any liability to
      the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
      aggregate amount exceeding $100,000, or the Borrower or any ERISA
      Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA
      by a Multiemployer Plan requiring aggregate annual payments exceeding
      $100,000, or any of the following occurs with respect to a Guaranteed
      Pension Plan: (i) an ERISA Reportable Event, or a failure to make a
      required installment or other payment (within the meaning of Section
      302(f)(1) of ERISA), provided that the Agent determines in its reasonable
      discretion that such event (A) could be expected to result in liability of
      the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed
      Pension Plan in an aggregate amount exceeding $100,000 and (B) could
      constitute grounds for the termination of such Guaranteed Pension Plan by
      the PBGC, for the appointment by the appropriate United States District
      Court of a trustee to administer such Guaranteed Pension Plan or for the
      imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the
      appointment by a United States District Court of a trustee to administer
      such Guaranteed Pension Plan; or (iii) the institution by the PBGC of
      proceedings to terminate such Guaranteed Pension Plan;

            (n)   the Borrower or any of its Subsidiaries shall be enjoined,
      restrained or in any way prevented by the order of any court or any
      administrative or regulatory agency from conducting any material part of
      its business and such order shall continue in effect for more than thirty
      (30) days;

            (o)   there shall occur any material damage to, or loss, theft or
      destruction of, any of the Collateral or any Eligible Project, whether or
      not insured, or any strike, lockout, labor dispute, embargo, condemnation,
      act of God or public enemy, or other casualty, which in any such case is
      not fully covered by insurance and which, in the opinion of the Agent,
      materially impairs the Agent's security interest or increases the Banks'
      risk;

            (p)   there shall occur the loss, suspension or revocation of, or
      failure to renew, any license or permit now held or hereafter acquired by
      the Borrower or any of its Subsidiaries if such loss, suspension,
      revocation or

<PAGE>
                                      -79-

      failure to renew would have a material adverse effect on the business or
      financial condition of the Borrower or such Subsidiary;

            (q)   the Borrower or any of its Subsidiaries shall be indicted for
      a state or federal crime, or any civil or criminal action shall otherwise
      have been brought or threatened against the Borrower or any of its
      Subsidiaries, a punishment for which in any such case could include the
      forfeiture of any assets of the Borrower or such Subsidiary included in
      the Borrowing Base or any assets of the Borrower or such Subsidiary not
      included in the Borrowing Base but having a fair market value in excess of
      $100,000;

            (r)   (i) during any period of twelve consecutive calendar months,
      individuals who were directors of the Borrower on the first day of such
      period shall cease to constitute a majority of the board of directors of
      the Borrower; or (ii) there shall occur any change in the Borrower's
      executive management that permits the Banks to stop making Loans in
      accordance with Section 2.1(e) hereof ;

            (s)   there shall occur a material adverse change in the Collateral
      or in the business, operations, properties or condition (financial or
      otherwise) of the Borrower, which, in the opinion of the Agent, impairs
      the Agent's security or increases the Banks' risk, including, without
      limitation, if any financial information furnished to the Agent or the
      Banks shall indicate any operating loss or total liabilities in excess of
      total assets, as determined in accordance with generally accepted
      accounting principles (in the absence of any operating loss or total
      liabilities in excess of total assets, any adverse change which has less
      than a five percent (5%) one time or annual adverse impact on any of the
      Borrower's revenues, net profit, net worth or assets shall not be deemed
      material);

            (t)   there shall occur an event of default under any material
      agreement affecting or related to any Eligible Project;

            (u)   commencement of any levy, seizure, attachment or sale upon
      execution against any Collateral or other proceedings of any nature
      whereby the Borrower shall or may be deprived of title or right of
      possession to the Collateral or any part thereof;

            (v)   the Borrower or the Servicer shall fail to remit to the Agent
      any proceeds of any Collateral or shall fail to perform any of the
      obligations under the Lock Box Agreement or the Servicing Agreement;

            (w)   the Borrower, Silverleaf Club or any Association shall fail to
      fund maintenance fees, taxes, reserves, or other payments required for the
      proper and efficient operation of any Eligible Project, or the Silverleaf
      Club or any Association shall default in the observance or performance of
      its duties in connection with an Eligible Project;

<PAGE>
                                      -80-

            (x)   there shall occur a conveyance, assignment, sale, pledge,
      transfer, hypothecation or other disposition (which shall include
      execution of a contract for sale) of legal or equitable ownership of any
      part of the Collateral, except as expressly permitted by the Loan
      Documents;

            (y)   any material adverse change in the financial condition of the
      Borrower or in the condition of the Collateral (for purposes of this
      provision, a decline in the net worth of the Borrower of $100,000 or less
      shall not be considered a material adverse change); or

            (z)   either DZ Bank or Textron purchases loans pledged to the Agent
      and the proceeds of such purchase are insufficient to make the principal
      payments described in Section 3.2 hereof or the Borrower fails to apply
      such proceeds to repayment of the Loans as provided in Section 3.2 hereof;

then, and in any such event, so long as the same may be continuing, the Agent
may, and upon the request of the Required Banks shall, by notice in writing to
the Borrower declare all amounts owing with respect to this Credit Agreement,
the Notes and the other Loan Documents to be, and they shall thereupon forthwith
become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the
Borrower; provided that in the event of any Event of Default specified in
Sections 12.1(h), 12.1(i) or 12.1(k), all such amounts shall become immediately
due and payable automatically and without any requirement of notice from the
Agent or any Bank.

      12.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Section 12.1(h), Section 12.1(i) or Section 12.1(k) shall
occur, any unused portion of the credit hereunder shall forthwith terminate and
each of the Banks shall be relieved of all obligations to make Loans to the
Borrower. If any other Event of Default shall have occurred and be continuing,
or if on any Drawdown Date the conditions precedent to the making of the Loans
to be made on such Drawdown Date are not satisfied, the Agent may and, upon the
request of the Required Banks, shall, by notice to the Borrower, terminate the
unused portion of the credit hereunder, and upon such notice being given such
unused portion of the credit hereunder shall terminate immediately and each of
the Banks shall be relieved of all further obligations to make Loans. If any
such notice is given to the Borrower, the Agent will forthwith furnish a copy
thereof to each of the Banks. No termination of the credit hereunder shall
relieve the Borrower of any of the Obligations or any of its existing
obligations to any of the Banks arising under other agreements or instruments.

      12.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Loans pursuant to Section 12.1, each Bank, if
owed any amount with respect to the Loans, may, with the consent of the Required
Banks but not otherwise, proceed to protect and enforce its rights by suit in
equity, action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Credit Agreement and
the other Loan Documents or

<PAGE>
                                      -81-

any instrument pursuant to which the Obligations to such Bank are evidenced,
including as permitted by applicable law the obtaining of the ex parte
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Bank. In addition to foregoing, the Agent may,
and at the request of the Required Banks shall, pursue any of the foregoing
remedies: (i) deliver Notices to Maker (which Notices to Maker shall not be
delivered in the absence of an Event of Default) and other notices to account
debtors and servicers that payments should be made directly to the Agent, record
or file assignments or mortgages, complete blank endorsements and take such
other actions as the Agent shall deem necessary to exercise rights in the
Collateral or assign the Collateral, (ii) require the Borrower to give notice to
account debtors and servicers that payment should be made directly to the Agent,
(iii) require the Borrower to assemble Collateral and make it available to the
Agent at a place designated by the Agent which is reasonably convenient, and
(iv) in its name or in the Borrower's name, without notice to the Borrower, and
at Borrower's expense (A) verify the validity and amount of or any other matter
relating to the Consumer Loan Collateral, by mail, telephone, facsimile or
otherwise or (B) direct all consumer borrowers to make payment directly to the
Agent or a Person designated by the Agent and forward invoices directly to such
consumer borrowers. No remedy herein conferred upon any Bank or the Agent or the
holder of any Note is intended to be exclusive of any other remedy and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute
or any other provision of law. Notwithstanding anything to the contrary herein
or any other Loan Documents, the Agent and the Banks shall not, by virtue of
entering into this Credit Agreement or the other Loan Documents or the exercise
of rights hereunder or thereunder, be deemed to have assumed any obligations,
responsibilities or duties of the Borrower in respect of any Eligible Projects,
Timeshare Interests, Timeshare Instruments or other documents, instruments or
agreements relating to the business of the Borrower.

      12.4. STANDBY SERVICER AND STANDBY MANAGER. Without demand or notice of
any nature whatsoever, upon an Event of Default, the Agent may with the approval
of a majority of the Borrower's Board of Directors, not to be unreasonably
withheld or delayed (provided that (i) if the Obligations have become
immediately due and payable in accordance with Section 12.1 hereof or (ii) the
Agent elects to have J&J Limited, Inc. act as Standby Manager, then no such
approval shall be required), terminate any then existing management agreement
and replace any existing manager of the Eligible Projects with the Standby
Manager, or such other manager as the Agent may select in its sole and absolute
discretion. Upon an Event of Default, the Agent may, without demand or notice of
any nature whatsoever, terminate any then existing servicing agreement and
replace any then existing servicer with the Standby Servicer or such other
servicer as the Agent may select in its sole and absolute discretion. Upon an
Event of Default, at the election of the Agent, the Borrower agrees that with
the approval of the Borrower's Board of Directors, not to be unreasonably
withheld or delayed (provided that (i) if the Obligations have become
immediately due and payable in accordance with Section 12.1 hereof or (ii) the
Agent elects to have J&J Limited, Inc. act as Standby

<PAGE>
                                      -82-

Manager, then no such approval shall be required), the Standby Manager or such
other manager as the Agent may select in its sole and absolute discretion may
assume control of (A) the management or the operation of the Eligible Projects,
the related amenities and any other Collateral as the Agent may in its sole
discretion deem necessary and (B) the monitoring or supervising of the
marketing, sales, resales, and financings of the Timeshare Interests and
Intervals pledged to the Agent, reporting to the Banks, subject to the terms of
the Intercreditor Agreement. Upon an Event of Default, at the election of the
Agent, the Borrower agrees that the Standby Servicer or such other servicer as
the Agent may select in its sole and absolute discretion may assume control over
the servicing of the Consumer Loan Collateral or any other consumer loans
pledged to the Agent, reporting to the Banks. The Agent shall also have the
right, but not the obligation, to assume management of the Eligible Projects,
subject to the terms of the Intercreditor Agreement.

      12.5. DISTRIBUTION OF COLLATERAL PROCEEDS.

            (a)   Except as otherwise provided in Section 12.5(b) below, in the
      event that the Agent receives proceeds of Collateral or in the event that,
      following the occurrence or during the continuance of any Default or Event
      of Default, the Agent or any Bank, as the case may be, receives any monies
      in connection with the enforcement of any the Security Documents, or
      otherwise with respect to the realization upon any of the Collateral, such
      monies shall be distributed for application as follows:

                  (i)   First, to the payment of, or (as the case may be) the
            reimbursement of the Agent and the Banks for or in respect of, all
            reasonable costs, expenses, disbursements and losses which shall
            have been incurred or sustained by the Agent and the Banks in
            connection with the collection of such monies by the Agent and the
            Banks, for the exercise, protection or enforcement by the Agent and
            the Banks of all or any of the rights, remedies, powers and
            privileges of the Agent and the Banks under this Credit Agreement or
            any of the other Loan Documents or in respect of the Collateral or
            in support of any provision of adequate indemnity to the Agent and
            the Banks against any taxes or liens which by law shall have, or may
            have, priority over the rights of the Agent and the Banks to such
            monies;

                  (ii)  Second, to pay interest on the Loans;

                  (iii) Third, to pay any other Obligations (other than the
            principal of the Loans) then due and payable;

                  (iv)  Fourth, to pay the principal of the Loans (it being
            understood that such repayment shall be accompanied by a permanent
            reduction in the Total Commitment (if then in effect) in the amount
            of such repayment);

<PAGE>
                                      -83-

                  (v)   Fifth, to pay the Obligations under and as defined in
            the Receivables Credit Agreement;

                  (vi)  Sixth, upon payment and satisfaction in full or other
            provisions for payment in full satisfactory to the Banks and the
            Agent of all of the Obligations, to the payment of any obligations
            required to be paid pursuant to Section 9-608(a)(1)(C) or
            9-615(a)(3) of the Uniform Commercial Code; and

                  (vii) Seventh, the excess, if any, shall be returned to the
            Borrower or to such other Persons as are entitled thereto.

            (b)   In the event that, following the occurrence and during the
      continuance of any Default or Event of Default, the Agent receives
      proceeds from the sale or other disposition of, or otherwise funds
      generated by or from, the Receivables Loan Collateral, such monies shall
      be distributed for application as follows:

                  (i)   First, to the payment of, or (as the case may be) the
            reimbursement of the Agent and the Banks for or in respect of, all
            reasonable costs, expenses, disbursements and losses which shall
            have been incurred or sustained by the Agent and the Banks in
            connection with the collection of such monies by the Agent and the
            Banks, for the exercise, protection or enforcement by the Agent and
            the Banks of all or any of the rights, remedies, powers and
            privileges of the Agent and the Banks under this Credit Agreement or
            any of the other Loan Documents or in respect of the Collateral or
            in support of any provision of adequate indemnity to the Agent and
            the Banks against any taxes or liens which by law shall have, or may
            have, priority over the rights of the Agent and the Banks to such
            monies;

                  (ii)  Second, to pay interest on the Loans of Sovereign;

                  (iii) Third, to pay any other Obligations (other than the
            principal of the Loans) then due and payable to Sovereign;

                  (iv)  Fourth, to pay the principal of the Loans of Sovereign
            (it being understood that such repayment shall be accompanied by a
            permanent reduction in Sovereign's Commitment (if then in effect) in
            the amount of such repayment);

                  (v)   Fifth, to pay interest on the Loans of the Banks (other
            than Sovereign);

                  (vi)  Sixth, to pay any other Obligations (other than the
            principal of the Loans) then due and payable to the Banks (other
            than Sovereign);

<PAGE>
                                      -84-

                  (vii) Seventh, to pay the principal of the Loans of the Banks
            (other than Sovereign) (it being understood that such repayment
            shall be accompanied by a permanent reduction in any such Bank's
            Commitment (if then in effect) in the amount of such repayment);

                  (viii) Eighth, upon payment and satisfaction in full or other
            provisions for payment in full satisfactory to the Banks and the
            Agent of all of the Obligations, to the payment of any obligations
            required to be paid pursuant to Section 9-608(a)(1)(C) or
            9-615(a)(3) of the Uniform Commercial Code; and

                  (ix)  Ninth, the excess, if any, shall be returned to the
            Borrower or to such other Persons as are entitled thereto.

            (c)   Except as otherwise provided in Section 12.5(a) and (b) above,
      with respect to each type of Obligation owing to the Banks, such as
      interest, principal, fees and expenses, all payments shall be made to the
      Banks pro rata.

      12.6. RELIEF FROM AUTOMATIC STAY, ETC. To the fullest extent permitted by
law, in the event the Borrower shall make any application for or seek relief or
protection under the federal bankruptcy code (the "BANKRUPTCY CODE") or other
Debtor Relief Laws, or in the event that any involuntary petition is filed
against the Borrower under the Bankruptcy Code or any other Debtor Relief Law,
and not dismissed with prejudice within 45 days, the Borrower agrees that the
automatic stay provisions of Section 362 of the Bankruptcy Code shall be
modified to permit set-off and the Borrower agrees that the Agent and each Bank
automatically and without demand or notice (each of which is hereby waived)
shall be entitled to immediate relief from any automatic stay imposed by Section
362 of the Bankruptcy Code or otherwise, on or against the exercise of the
rights and remedies otherwise available to the Agent and the Banks as provided
in the Loan Documents.

                                   13. SETOFF.

      Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Banks to the Borrower and any securities or other property of the Borrower
in the possession of such Bank may be applied to or set off by such Bank against
the payment of Obligations and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with
each other Bank that (i) if an amount to be set off is to be applied to
Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by
the Notes held by such Bank, such amount shall be applied ratably to such other
Indebtedness and to the Indebtedness evidenced by all such Notes held by such
Bank, and (ii) if such Bank shall receive from the Borrower, whether by
voluntary payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Notes held by such Bank by proceedings
against the Borrower at law or in equity or by proof

<PAGE>
                                      -85-

thereof in bankruptcy, reorganization, liquidation, receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the Note
or Notes held by such Bank any amount in excess of its ratable portion of the
payments received by all of the Banks with respect to the Notes held by all of
the Banks, such Bank will make such disposition and arrangements with the other
Banks with respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each Bank
receiving in respect of the Notes held by it its proportionate payment as
contemplated by this Credit Agreement; provided that if all or any part of such
excess payment is thereafter recovered from such Bank, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.

                                 14. THE AGENT.

      14.1. AUTHORIZATION.

            (a)   The Agent is authorized to take such action on behalf of each
      of the Banks and to exercise all such powers as are hereunder and under
      any of the other Loan Documents and any related documents delegated to the
      Agent, together with such powers as are reasonably incident thereto,
      provided that no duties or responsibilities not expressly assumed herein
      or therein shall be implied to have been assumed by the Agent. Each Bank
      hereby authorizes the Agent to hold and exercise control over the
      Collateral and to exercise discretion with regard to the acceptance of
      Consumer Loan Collateral and Inventory Collateral and the inclusion of
      Eligible Consumer Loans and Eligible Inventory in the Borrowing Base from
      time to time.

            (b)   The relationship between the Agent and each of the Banks is
      that of an independent contractor. The use of the term "Agent" is for
      convenience only and is used to describe, as a form of convention, the
      independent contractual relationship between the Agent and each of the
      Banks. Nothing contained in this Credit Agreement nor the other Loan
      Documents shall be construed to create an agency, trust or other fiduciary
      relationship between the Agent and any of the Banks.

            (c)   As an independent contractor empowered by the Banks to
      exercise certain rights and perform certain duties and responsibilities
      hereunder and under the other Loan Documents, the Agent is nevertheless a
      "representative" of the Banks, as that term is defined in Article 1 of the
      Uniform Commercial Code, for purposes of actions for the benefit of the
      Banks and the Agent with respect to all collateral security and guaranties
      contemplated by the Loan Documents. Such actions include the designation
      of the Agent as "secured party", "mortgagee" or the like on all financing
      statements and other documents and instruments, whether recorded or
      otherwise, relating to the attachment, perfection, priority or enforcement
      of any security interests, mortgages or deeds of trust in collateral
      security intended to secure the payment or performance of any of the
      Obligations, all for the benefit of the Banks and the Agent.

<PAGE>
                                      -86-

            (d)   Each of the Banks and the Borrower hereby acknowledges the
      terms of each of the Intercreditor Agreement and further acknowledges that
      certain rights and remedies hereunder (including those set forth in
      Section 12.4 hereof) are subject to the terms of the Intercreditor
      Agreement. Each of the Banks hereby authorizes the Agent to execute,
      deliver and perform the Intercreditor Agreement in its capacity as Agent
      for the Banks. The Agent and the Banks hereby agree that all amounts
      received by the Agent under the Intercreditor Agreement shall be applied
      to the Obligations in accordance with the terms of this Credit Agreement.

      14.2. GENERAL; EMPLOYEES AND AGENTS. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other Loan Documents. The
Agent may utilize the services of such Persons as the Agent in its sole
discretion may reasonably determine, and all reasonable fees and expenses of any
such Persons shall be paid by the Borrower.

      14.3. NO LIABILITY. Neither the Agent nor any of its shareholders,
directors, officers or employees nor any other Person assisting them in their
duties nor any agent or employee thereof, shall be liable for any waiver,
consent or approval given or any action taken, or omitted to be taken, in good
faith by it or them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Agent or such other
Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence. Subject to the preceding sentence, in the
administration of the Loans and the custody of the Collateral, the Agent shall
exercise the same standard of care as it exercises with loans where it is the
sole lender.

      14.4. NO REPRESENTATIONS.

            14.4.1. GENERAL. The Agent shall not be responsible for the
      execution or validity or enforceability of this Credit Agreement, the
      Notes, any of the other Loan Documents or any instrument at any time
      constituting, or intended to constitute, collateral security for the
      Notes, or for the value of any such collateral security or for the
      validity, enforceability or collectability of any such amounts owing with
      respect to the Notes, or for any recitals or statements, warranties or
      representations made herein or in any of the other Loan Documents or in
      any certificate or instrument hereafter furnished to it by or on behalf of
      the Borrower, or be bound to ascertain or inquire as to the performance or
      observance of any of the terms, conditions, covenants or agreements herein
      or in any instrument at any time constituting, or intended to constitute,
      collateral security for the Notes or to inspect any of the properties,
      books or records of the Borrower or any of its Subsidiaries. The Agent
      shall not be bound to ascertain whether any notice, consent, waiver or
      request delivered to it by the Borrower or any holder of any of the Notes
      shall have been duly authorized or is true, accurate and complete. The
      Agent has

<PAGE>
                                      -87-

      not made nor does it now make any representations or warranties, express
      or implied, nor does it assume any liability to the Banks, with respect to
      the credit worthiness or financial conditions of the Borrower or any of
      its Subsidiaries. Each Bank acknowledges that it has, independently and
      without reliance upon the Agent or any other Bank, and based upon such
      information and documents as it has deemed appropriate, made its own
      credit analysis and decision to enter into this Credit Agreement.

            14.4.2. CONSUMER LOAN COLLATERAL. The Agent shall be under no
      obligation to review or in any manner approve any Consumer Loan Collateral
      delivered to the Agent from time to time, although nothing herein shall
      preclude the Agent from conducting whatever review it deems appropriate.
      The Agent shall have no responsibility for taking any steps necessary to
      preserve rights against other parties or any other rights pertaining to
      Collateral. The Agent shall not be required to perfect or maintain the
      perfection of its security interests. No loss of or damage to any
      Collateral shall release the Borrower from the Indebtedness. The Agent
      may, but shall not be obligated to, take such action as it deems fit, at
      the Borrower's expense, to collect or enforce any loan pledged to the
      Agent hereunder which shall be in default and the Agent shall not be
      liable to the Borrower for any act or omission taken by it in the
      collection or enforcement of such loans. The Agent shall not be liable or
      responsible in any way for any loss or damage to the Collateral or any
      diminution in the value thereof, except if caused by the Agent's gross
      negligence or willful misconduct. The Agent shall not be liable or
      responsible in any way for any act of any custodian, carrier, servicer,
      lock box agent or any other Person whatsoever, and all of the same shall
      be at the Borrower's sole risk. The Agent and the Banks shall not be
      responsible for any excise, property or other taxes related to the
      Collateral or the sale thereof and all such taxes shall be the
      responsibility of the Borrower. The grants of security interests under the
      Security Documents shall not obligate or be construed to obligate the
      Agent to perform any of the terms contained in the agreements constituting
      Collateral or otherwise to impose any duty upon the Agent with respect to
      the same.

            14.4.3. CLOSING DOCUMENTATION, ETC. For purposes of determining
      compliance with the conditions set forth in Section 10, each Bank that has
      executed this Credit Agreement shall be deemed to have consented to,
      approved or accepted, or to be satisfied with, each document and matter
      either sent, or made available, by the Agent to such Bank for consent,
      approval, acceptance or satisfaction, or required thereunder to be
      consented to or approved by or acceptable or satisfactory to such Bank.

      14.5. PAYMENTS.

            14.5.1. PAYMENTS TO AGENT. A payment by the Borrower to the Agent
      hereunder or any of the other Loan Documents for the account of any Bank
      shall constitute a payment to such Bank. The Agent agrees promptly (and in
      any event within two (2) Business Days) after receipt to distribute to

<PAGE>
                                      -88-

      each Bank such Bank's pro rata share of payments received by the Agent for
      the account of the Banks except as otherwise expressly provided herein or
      in any of the other Loan Documents. If the Agent does not so distribute
      within two (2) Business Days any such payment received by it for the
      account of any Bank, the Agent shall pay to such Bank on demand an amount
      equal to the product of (i) the average computed for the period referred
      to in clause (iii) below, of the weighted average interest rate paid by
      such Bank for federal funds acquired by such Bank during each day included
      in such period, times (ii) the amount of such payment for the account of
      such Bank, times (iii) a fraction, the numerator of which is the number of
      days that elapse from and including the date which is two Business Days
      after the Agent received such payment to the date on which such payment is
      made to such Bank, and the denominator of which is 365.

            14.5.2. DISTRIBUTION BY AGENT. If in the reasonable opinion of the
      Agent the distribution of any amount received by it in such capacity
      hereunder, under the Notes or under any of the other Loan Documents might
      involve it in liability, it may refrain from making distribution until its
      right to make distribution shall have been adjudicated by a court of
      competent jurisdiction. If a court of competent jurisdiction shall adjudge
      that any amount received and distributed by the Agent is to be repaid,
      each Person to whom any such distribution shall have been made shall
      either repay to the Agent its proportionate share of the amount so
      adjudged to be repaid or shall pay over the same in such manner and to
      such Persons as shall be determined by such court.

            14.5.3. DELINQUENT BANKS. Notwithstanding anything to the contrary
      contained in this Credit Agreement or any of the other Loan Documents, any
      Bank that fails (i) to make available to the Agent its pro rata share of
      any Loan required to be funded by such Bank or (ii) to comply with the
      provisions of Section 13 with respect to making dispositions and
      arrangements with the other Banks, where such Bank's share of any payment
      received, whether by setoff or otherwise, is in excess of its pro rata
      share of such payments due and payable to all of the Banks, in each case
      as, when and to the full extent required by the provisions of this Credit
      Agreement, shall be deemed delinquent (a "DELINQUENT BANK") and shall be
      deemed a Delinquent Bank until such time as such delinquency is satisfied.
      A Delinquent Bank shall be deemed to have assigned any and all payments
      due to it from the Borrower, whether on account of outstanding Loans,
      interest, fees or otherwise, to the remaining nondelinquent Banks for
      application to, and reduction of, their respective pro rata shares of all
      outstanding Loans. The Delinquent Bank hereby authorizes the Agent to
      distribute such payments to the nondelinquent Banks in proportion to their
      respective pro rata shares of all outstanding Loans. A Delinquent Bank
      shall be deemed to have satisfied in full a delinquency when and if, as a
      result of application of the assigned payments to all outstanding Loans of
      the nondelinquent Banks, the Banks' respective pro rata shares of all
      outstanding Loans have returned

<PAGE>
                                      -89-

      to those in effect immediately prior to such delinquency and without
      giving effect to the nonpayment causing such delinquency.

      14.6. HOLDERS OF NOTES. The Agent may deem and treat the payee of any Note
as the absolute owner thereof for all purposes hereof until it shall have been
furnished in writing with a different name by such payee or by a subsequent
holder.

      14.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
harmless the Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent or such affiliate has not
been reimbursed by the Borrower as required by Section 15), and liabilities of
every nature and character arising out of or related to this Credit Agreement,
the Notes, or any of the other Loan Documents or the transactions contemplated
or evidenced hereby or thereby, or the Agent's actions taken hereunder or
thereunder, except to the extent that any of the same shall be directly caused
by the Agent's willful misconduct or gross negligence.

      14.8. AGENT AS BANK. In its individual capacity, Sovereign shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment and the Loans made by it, and as the holder of any of the Notes, as
it would have were it not also the Agent.

      14.9. RESIGNATION; REMOVAL. The Agent may resign at any time by giving
sixty (60) days prior written notice thereof to the Banks and the Borrower. The
Required Banks (determined without regard to Notes and Commitments held by the
Bank which is the Agent) may remove the Agent upon 30 days' prior notice to the
Agent after the occurrence of one of the following (unless cured within the 30
day period): (a) a material uncured default by the Agent in the performance of
its duties; (b) the failure of the Agent, as a Bank, to advance its pro-rata
share of the Loans in accordance with this Credit Agreement; or (c) the
appointment of a receiver for the Agent or the assumption of the Agent's
operations by any federal regulatory agency with jurisdiction over the Agent.
Upon any such resignation or removal, the Required Banks shall have the right to
appoint a successor Agent. Unless a Default or Event of Default shall have
occurred and be continuing, such successor Agent shall be reasonably acceptable
to the Borrower. If no successor Agent shall have been so appointed by the
Required Banks and shall have accepted such appointment within thirty (30) days
after the retiring Agent's giving of notice of resignation, then the retiring
Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a
financial institution having a rating of not less than A or its equivalent by
Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation, the provisions of
this Credit Agreement and the other Loan Documents shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as Agent.

<PAGE>
                                      -90-

      14.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT NOTICES. Each Bank
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Agent thereof. The Agent hereby agrees
that (a) upon receipt of any notice under this Section 14.10, or (b) if
Sovereign is the Agent, upon Sovereign's obtaining actual knowledge of the
existence of a Default or Event of Default, it shall promptly notify the other
Banks of the existence of such Default or Event of Default. The Agent hereby
agrees that it will promptly distribute to the Banks, all Loan Requests, reports
and other information delivered to it under Section 7.4, notices delivered to it
under Section 7.5, other notices and information delivered to the Agent
hereunder for distribution to the Banks, and all material notices sent or
received by the Agent with respect to the Intercreditor Agreement.

      14.11. AGENT MAY FILE PROOFS OF CLAIM.

      (a)   In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial, administrative or like proceeding or any assignment for the
benefit of creditors relative to the Borrower or any of its Subsidiaries, the
Agent (irrespective of whether the principal of any Loan shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Agent shall have made any demand on the Borrower) shall be entitled
and empowered, by intervention in such proceeding, under any such assignment or
otherwise:

            (i)   to file and prove a claim for the whole amount of the
      principal and interest owing and unpaid in respect of the Loans and all
      other Obligations that are owing and unpaid and to file such other
      documents as may be necessary or advisable in order to have the claims of
      the Banks and the Agent (including any claim for the compensation,
      expenses, disbursements and advances of the Banks and the Agent and their
      respective agents and counsel and all other amounts due the Banks and the
      Agent under Section 15.1) allowed in such proceeding or under any such
      assignment; and

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

      (b)   Any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such proceeding or under such assignment is
hereby authorized by each Bank to make such payments to the Agent and, in the
event that the Agent shall consent to the making of such payments directly to
the Banks, nevertheless to pay to the Agent any amount due for the compensation,
expenses, disbursements and advances of the Agent and its agents and counsel,
and any other amounts due the Agent under Section 15.1.

      (c)   Nothing contained herein shall authorize the Agent to consent to or
accept or adopt on behalf of any Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations owed to such Bank or the
rights of any Bank or to authorize the Agent to vote in respect of the claim of
any Bank in any such proceeding or under any such assignment.

<PAGE>
                                      -91-

                        15. EXPENSES AND INDEMNIFICATION.

      15.1. EXPENSES. The Borrower agrees to pay (i) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (ii) any taxes (including
any interest and penalties in respect thereto) payable by the Agent, any of the
Banks, and any participants of any Banks (other than taxes based upon the
Agent's, any Bank's or any such participant's net income) on or with respect to
the transactions contemplated by this Credit Agreement (the Borrower hereby
agreeing to indemnify the Agent, each Bank and each participant of any Bank with
respect thereto), (iii) the reasonable fees, expenses and disbursements of the
Agent's Special Counsel, any local counsel to the Agent and counsel to each Bank
and the participants of any Bank incurred in connection with the preparation,
syndication, administration or interpretation of the Loan Documents and other
instruments mentioned herein, the closing hereunder, any amendments,
modifications, approvals, consents or waivers hereto or hereunder, or the
cancellation of any Loan Document upon payment in full in cash of all of the
Obligations or pursuant to any terms of such Loan Document providing for such
cancellation, (iv) the fees, expenses and disbursements of the Agent or any of
its affiliates incurred by the Agent or such affiliate in connection with the
preparation, syndication, administration or interpretation of the Loan Documents
and other instruments mentioned herein, including all title insurance premiums
and surveyor, engineering and appraisal charges, (v) any fees, costs, expenses
and bank charges, including bank charges for returned checks, incurred by the
Agent in establishing, maintaining or handling the Borrower's Account, the Lock
Box, any other lock box and any other accounts for the collection of any of the
Collateral; (vi) all reasonable out-of-pocket expenses (including without
limitation reasonable attorneys' fees and costs, which attorneys may be
employees of any Bank, any participant of any Bank or the Agent, and reasonable
consulting, accounting, appraisal, investment banking and similar professional
fees and charges) incurred by any Bank, any participant of any Bank or the Agent
in connection with (A) the interpretation, enforcement of or preservation of
rights under any of the Loan Documents against the Borrower or any of its
Subsidiaries or the administration thereof after the occurrence of a Default or
Event of Default and (B) any litigation, proceeding or dispute whether arising
hereunder or otherwise, in any way related to any Bank's, any participant of any
Bank's or the Agent's relationship with the Borrower or any of its Subsidiaries,
(vii) all reasonable fees, expenses and disbursements of any Bank or the Agent
incurred in connection with UCC searches, UCC filings or mortgage recordings,
(viii) the fees and expenses (including reasonable attorney's fees) of the
Collateral Custodian, and (ix) any other fees and expenses to be paid pursuant
to the terms of the Loan Documents.

      15.2. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless
the Agent, the Banks, the participants of the Banks and their affiliates and the
Banks (and their respective affiliates, officers, directors, representatives,
agents and attorneys) from and against any and all claims, actions and suits
whether groundless or otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character (a) arising out of
this Credit Agreement or any of the other Loan Documents or the transactions
contemplated

<PAGE>
                                      -92-

hereby including, without limitation, (i) any actual or proposed use by the
Borrower or any of its Subsidiaries of the proceeds of any of the Loans, (ii)
the reversal or withdrawal of any provisional credits granted by the Agent upon
the transfer of funds from the Borrower's Account, the Lock Box or any other
lock box or concentration accounts or in connection with the provisional
honoring of checks or other items, (iii) any actual or alleged infringement of
any patent, copyright, trademark, service mark or similar right of the Borrower
or any of its Subsidiaries comprised in the Collateral, (iv) the Borrower or any
of its Subsidiaries entering into or performing this Credit Agreement or any of
the other Loan Documents, (v) any alleged obligation or undertaking on the
Agent's part to perform or discharge any of the terms, covenants, and conditions
contained in the Servicing Agreement, the Lock Box Agreement, or the Collateral
Custodian Agreement, or (vi) with respect to the Borrower and its Subsidiaries
and their respective properties and assets, the violation of or noncompliance
with any Requirements or any Environmental Law, the presence, disposal, escape,
seepage, leakage, spillage, discharge, emission, release or threatened release
of any Hazardous Substances or any action, suit, proceeding or investigation
brought or threatened with respect to any Hazardous Substances (including, but
not limited to, claims with respect to wrongful death, personal injury or damage
to property), or (b) related in any way to (i) any act or omission of the
Borrower or any of its Subsidiaries or any of their respective employees,
contractors, or agents or (ii) any Eligible Project or any other Real Estate and
the operator of the Borrower's business, in each case, including, without
limitation, the reasonable fees and disbursements of counsel and allocated costs
of internal counsel incurred in connection with any such investigation,
litigation or other proceeding. In litigation, or the preparation therefor, the
Banks and the Agent and its affiliates shall be entitled to select their own
counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay
promptly the reasonable fees and expenses of such counsel. If, and to the extent
that the obligations of the Borrower under this Section 15.2 are unenforceable
for any reason, the Borrower hereby agrees to make the maximum contribution to
the payment in satisfaction of such obligations which is permissible under
applicable law.

      15.3. SURVIVAL. The covenants contained in this Section 15 shall survive
payment or satisfaction in full of all other Obligations.

                         16. SURVIVAL OF COVENANTS, ETC.

      All covenants, agreements, representations and warranties made herein, in
the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower or any of its Subsidiaries
pursuant hereto shall be deemed to have been relied upon by the Banks and the
Agent, notwithstanding any investigation heretofore or hereafter made by any of
them, and shall survive the making by the Banks of the Loans, as herein
contemplated, and shall continue in full force and effect so long as any amount
due under this Credit Agreement or the Notes or any of the other Loan Documents
remains outstanding or any Bank has any obligation to make any Loans, and for
such further time as may be otherwise expressly specified in this Credit
Agreement. All statements contained in any certificate or other paper delivered
to any Bank or the Agent at any time by

<PAGE>
                                      -93-

or on behalf of the Borrower or any of its Subsidiaries pursuant hereto or in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower or such Subsidiary hereunder.

                        17. ASSIGNMENT AND PARTICIPATION.

      17.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein, each
Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all or
a portion of its Commitment Percentage and Commitment and the same portion of
the Loans at the time owing to it) and the Notes held by it; provided that (i)
the Agent shall have given its prior written consent to such assignment, which
consent shall not be unreasonably withheld, (ii) each such assignment shall be
of a constant, and not a varying, percentage of all the assigning Bank's rights
and obligations under this Credit Agreement, (iii) each assignment shall be in
an amount that is a whole multiple of $2,000,000 (or such lesser amount as shall
constitute the aggregate holdings of such Bank), and (iv) the parties to such
assignment shall execute and deliver to the Agent, for recording in the Register
(as hereinafter defined), an assignment and acceptance, substantially in the
form of EXHIBIT E hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any
Notes subject to such assignment. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five (5) Business Days after
the execution thereof, (i) the assignee thereunder shall be a party hereto and,
to the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the
extent provided in such assignment, be released from its obligations under this
Credit Agreement.

      17.2. CERTAIN REPRESENTATIONS AND WARRANTIES LIMITATIONS COVENANTS. By
executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

            (a)   other than the representation and warranty that it is the
      legal and beneficial owner of the interest being assigned thereby free and
      clear of any adverse claim, the assigning Bank makes no representation or
      warranty, express or implied, and assumes no responsibility with respect
      to any statements, warranties or representations made in or in connection
      with this Credit Agreement or the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of this Credit
      Agreement, the other Loan Documents or any other instrument or document
      furnished pursuant hereto or the attachment, perfection or priority of any
      security interest or mortgage;

            (b)   the assigning Bank makes no representation or warranty and
      assumes no responsibility with respect to the financial condition of the
      Borrower and its Subsidiaries or any other Person primarily or secondarily
      liable in respect of any of the Obligations, or the performance or
      observance by the Borrower and its Subsidiaries or any other Person
      primarily or

<PAGE>
                                      -94-

      secondarily liable in respect of any of the Obligations or any of their
      obligations under this Credit Agreement or any of the other Loan Documents
      or any other instrument or document furnished pursuant hereto or thereto;

            (c)   such assignee confirms that it has received a copy of this
      Credit Agreement, together with copies of the most recent financial
      statements referred to in Section 7.4 and such other documents and
      information as it has deemed appropriate to make its own credit analysis
      and decision to enter into such Assignment and Acceptance;

            (d)   such assignee will, independently and without reliance upon
      the assigning Bank, the Agent or any other Bank and based on such
      documents and information as it shall deem appropriate at the time,
      continue to make its own credit decisions in taking or not taking action
      under this Credit Agreement;

            (e)   such assignee represents and warrants that it is an Eligible
      Assignee;

            (f)   such assignee appoints and authorizes the Agent to take such
      action as agent on its behalf and to exercise such powers under this
      Credit Agreement and the other Loan Documents as are delegated to the
      Agent by the terms hereof or thereof, together with such powers as are
      reasonably incidental thereto;

            (g)   such assignee agrees that it will perform in accordance with
      their terms all of the obligations that by the terms of this Credit
      Agreement are required to be performed by it as a Bank; and

            (h)   such assignee represents and warrants that it is legally
      authorized to enter into such Assignment and Acceptance.

      17.3. REGISTER. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register or similar list (the "REGISTER'") for
the recordation of the names and addresses of the Banks and the Commitment
Percentages of, and principal amount of the Loans owing to, the Banks from time
to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Agent and the Banks may treat each Person
whose name is recorded in the Register as a Bank hereunder for all purposes of
this Credit Agreement. The Register shall be available for inspection by the
Borrower and the Banks at any reasonable time and from time to time upon
reasonable prior notice.

      17.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance executed
by the parties to such assignment, together with each Note subject to such
assignment, the Agent shall (i) record the information contained therein in the
Register, and (ii) give prompt notice thereof to the Borrower and the Banks
(other than the assigning Bank). Within five (5) Business Days after receipt of
such notice, the Borrower, at its, own expense, shall execute and deliver to the
Agent, in

<PAGE>
                                      -95-

exchange for each surrendered Note or Notes, a new Note or Notes to the order of
such Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank
has retained some portion of its obligations hereunder, a new Note or Notes to
the order of the assigning Bank in an amount equal to the amount retained by it
hereunder. Such new Notes shall provide that they are replacements for the
surrendered Notes, shall be in an aggregate principal amount equal to the
aggregate principal amount of the surrendered Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of the assigned Notes. Within five (5) days of issuance
of any new Notes pursuant to this Section 17.4, the Borrower shall deliver an
opinion of counsel, addressed to the Banks and the Agent, relating to the due
authorization, execution and delivery of such new Notes and the legality,
validity and binding effect thereof, in form and substance satisfactory to the
Banks. The surrendered Notes shall be cancelled and returned to the Borrower.

      17.5. PARTICIPATIONS. Each Bank may sell participations to one or more
banks or other entities in all or a portion of such Bank's rights and
obligations under this Credit Agreement and the other Loan Documents; provided
that (i) each such participation shall be in an amount of not less than
$2,000,000, (ii) any such sale or participation shall not affect the rights and
duties of the selling Bank hereunder to the Borrower and (iii) except as
otherwise consented to by the Agent, the only rights granted to the participant
pursuant to such participation arrangements with respect to waivers, amendments
or modifications of the Loan Documents shall be the rights to approve waivers,
amendments or modifications that would reduce the principal of or the interest
rate on Loans, only to the extent such participant has an interest in such
Loans, extend the term or increase the amount of the Commitment of such Bank as
it relates to such participant or extend any regularly scheduled payment date
for principal or interest on any Loans in which the participant has acquired an
interest.

      17.6. DISCLOSURE. The Borrower agrees that in addition to disclosures made
in accordance with standard and customary banking practices any Bank may
disclose information obtained by such Bank pursuant to this Credit Agreement to
assignees or participants and potential assignees or participants hereunder;
provided that such assignees or participants or potential assignees or
participants shall agree (i) to treat in confidence such information unless such
information otherwise becomes public knowledge, (ii) not to disclose such
information to a third party, except as required by law or legal process and
(iii) not to make use of such information for purposes of transactions unrelated
to such contemplated assignment or participation. For purposes of this Section
17.6 an assignee or participant or potential assignee or participant may include
a counterparty with whom such Bank has entered into or potentially might enter
into a derivative contract referenced to credit or other risks or events arising
under this Credit Agreement or any other Loan Document.

      17.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall

<PAGE>
                                      -96-

have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Agent pursuant to Section 12.1 or Section
12.2, and the determination of the Required Banks shall for all purposes of this
Credit Agreement and the other Loan Documents be made without regard to such
assignee Bank's interest in any of the Loans. If any Bank sells a participating
interest in any of the Loans to a participant, and such participant is the
Borrower or an Affiliate of the Borrower, then such transferor Bank shall
promptly notify the Agent of the sale of such participation. A transferor Bank
shall have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Agent pursuant to Section 12.1 or Section
12.2 to the extent that such participation is beneficially owned by the Borrower
or any Affiliate of the Borrower, and the determination of the Required Banks
shall for all purposes of this Credit Agreement and the other Loan Documents be
made without regard to the interest of such transferor Bank in the Loans to the
extent of such participation.

      17.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall retain
its rights to be indemnified pursuant to Section 15 with respect to any claims
or actions arising prior to the date of such assignment. If any assignee Bank is
not incorporated under the laws of the United States of America or any state
thereof, it shall, prior to the date on which any interest or fees are payable
hereunder or under any of the other Loan Documents for its account, deliver to
the Borrower and the Agent certification as to its exemption from deduction or
withholding of any United States federal income taxes. Anything contained in
this Section 17 to the contrary notwithstanding, any Bank may at any time pledge
all or any portion of its interest and rights under this Credit Agreement
(including all or any portion of its Notes) to any of the twelve Federal Reserve
Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section
341. No such pledge or the enforcement thereof shall release the pledgor Bank
from its obligations hereunder or under any of the other Loan Documents.

      17.9. ASSIGNMENT BY BORROWER. The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior written consent of each of the Banks.

                                18. NOTICES, ETC.

      Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Notes shall be in writing and shall be delivered in
hand, mailed by United States registered or certified first class mail, postage
prepaid, sent by overnight courier, or sent by telegraph, telecopy, facsimile or
telex and confirmed by delivery via courier or postal service, addressed as
follows:

<PAGE>
                                      -97-

            (a)   if to the Borrower, at 1221 Riverbend, Suite 120, Dallas,
      Texas 75247, USA, Attention: Robert E. Mead, facsimile number:
      212-905-0514 or at such other address for notice as the Borrower shall
      last have furnished in writing to the Person giving the notice;

            (b)   if to the Agent, at 1 Financial Plaza, Mail Code:
      RI1-TWR-03-20, Providence, Rhode Island, 02903, USA, Attention: John Baer,
      facsimile number: 401-752-1042 or such other address for notice as the
      Agent shall last have furnished in writing to the Person giving the
      notice; and

            (c)   if to any Bank, at such Bank's address set forth on SCHEDULE 1
      hereto, or such other address for notice as such Bank shall have last
      furnished in writing to the Person giving the notice.

      Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof.

                               19. GOVERNING LAW.

      THIS CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK. THE BORROWER AGREES THAT ANY
SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL
COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT
AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT
THE ADDRESS SPECIFIED IN SECTION 18. THE BORROWER HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

                                  20. HEADINGS.

      The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

                                21. COUNTERPARTS.

      This Credit Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which

<PAGE>
                                      -98-

when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Credit Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.

                           22. ENTIRE AGREEMENT, ETC.

      The Loan Documents and any other documents executed in connection herewith
or therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby. Neither this Credit Agreement nor any term
hereof may be changed, waived, discharged or terminated, except as provided in
Section 24.

                            23. WAIVER OF JURY TRIAL.

      The Borrower hereby knowingly, voluntarily and intentionally waives the
right to a trial by jury in respect of any claim based hereon, arising out of,
under or in connection with this Credit Agreement, the Notes or any of the other
Loan Documents, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party. This waiver constitutes a material
inducement for the Banks to make the Loans. Except as prohibited by law, the
Borrower hereby waives any right it may have to claim or recover in any
litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in addition to,
actual damages. The Borrower (i) certifies that no representative, agent or
attorney of any Bank or the Agent has represented, expressly or otherwise, that
such Bank or the Agent would not, in the event of litigation, seek to enforce
the foregoing waivers and (ii) acknowledges that the Agent and the Banks have
been induced to enter into this Credit Agreement and the other Loan Documents to
which it is a party by, among other things, the waivers and certifications
contained herein.

                     24. CONSENTS, AMENDMENTS, WAIVERS, ETC.

      Except as otherwise expressly provided in this Credit Agreement, any
consent or approval required or permitted by this Credit Agreement to be given
by the Banks may be given, and any term of this Credit Agreement or of any other
instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower of any terms of this Credit Agreement
or such other instrument or the continuance of any Default or Event of Default
may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the
Borrower and the written consent of the Required Banks. Notwithstanding the
foregoing,

      (a)   the principal amount of or the rate of interest on the Notes (other
            than interest accruing pursuant to Section 4.7.2 following the
            effective date of any waiver of the Default or Event of Default
            relating thereto) may not be increased or decreased without the
            written consent of all of the Banks;

<PAGE>
                                      -99-

      (b)   the amount of the Commitments may not be increased or reduced,
            without the written consent of all of the Banks, other than
            reductions specifically provided for herein and reductions effected
            by permitted assignments;

      (c)   the principal amortization or mandatory reductions of the Loans or
            Commitments may not be changed, except as specifically provided for
            herein, without the written consent of all of the Banks;

      (d)   the Conversion Date may not be extended without the written consent
            of each of the Banks;

      (e)   a substantial amount of the Collateral (other than the Receivables
            Loan Collateral) may not be released (other than any release
            specifically provided for herein) without the written consent of all
            of the Banks;

      (f)   the Maturity Date may not be postponed without the written consent
            of all of the Banks;

      (g)   this Section 24 and the definition of Required Banks may not be
            amended without the written consent of all of the Banks; and

      (h)   Section 14 may not be amended without the written consent of the
            Agent.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of any Bank in exercising any right shall operate as a waiver
thereof or otherwise be prejudicial thereto. No notice to or demand upon the
Borrower shall entitle the Borrower to other or further notice or demand in
similar or other circumstances.

                                25. SEVERABILITY.

      The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Credit Agreement in any jurisdiction.

              26. NONCONSOLIDATION WITH SILVERLEAF FINANCE I, INC.

      As of the Closing Date, the Banks (a) acknowledge the true sale nature of
the transfer of receivables from the Borrower to Silverleaf Finance I, Inc.
("SFI") in connection with the DZ Bank Securitization and (b) agree that they
will not take action to seek or support a substantive consolidation of SFI into
the Borrower in case of the bankruptcy of the Borrower or otherwise. The Banks
further agree not to take any action to challenge the true sale nature of the
transfer of receivables from the

<PAGE>
                                     -100-

Borrower to SFI or commence or join with others in commencing an involuntary
bankruptcy of SFI.

                                  27. RELEASE.

      In order to induce the Agent and the Banks to enter into this Credit
Agreement, the Borrower acknowledges and agrees that: (i) the Borrower has no
claim or cause of action against the Agent or any Bank (or any of their
respective directors, officers, employees or agents); (ii) the Borrower has no
offset right, counterclaim or defense of any kind against any of its
obligations, indebtedness or liabilities to the Agent or any Bank; and (iii)
each of the Agent and the Banks has heretofore properly performed and satisfied
in a timely manner all of its obligations to the Borrower. The Borrower wishes
to eliminate any possibility that any past conditions, acts, omissions, events,
circumstances or matters would impair or otherwise adversely affect the Agent's
or any of the Banks' rights, interests, contracts, collateral security or
remedies. Therefore, the Borrower unconditionally releases, waives and forever
discharges (A) any and all liabilities, obligations, duties, promises or
indebtedness of any kind of the Agent or any Bank to the Borrower, except the
obligations to be performed by the Agent or any Bank on or after the date hereof
as expressly stated in this Credit Agreement and the other Loan Documents, and
(B) all claims, offsets, causes of action, suits or defenses of any kind
whatsoever (if any), whether arising at law or in equity, whether known or
unknown, which the Borrower might otherwise have against the Agent, any Bank or
any of their respective directors, officers, employees or agents, in either case
(A) or (B), on account of any past or presently existing condition, act,
omission, event, contract, liability, obligation, indebtedness, claim, cause of
action, defense, circumstance or matter of any kind.

                           28. REPLACEMENT DOCUMENTS.

      Upon receipt of an affidavit of an officer of a Bank as to the loss,
theft, destruction or mutilation of a Note or any other security document which
is not of public record, the Borrower will issue, in lieu thereof, a replacement
Note or other document in the same principal amount thereof and otherwise of
like tenor.

<PAGE>

      IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as of the date first set forth above.

                                  SILVERLEAF RESORTS, INC.

                                  By: /S/ HARRY J. WHITE, JR.
                                      ------------------------
                                  Name:  Harry J. White, Jr.
                                  Title: CFO

                                  SOVEREIGN BANK, individually and as Agent

                                  By: /S/ JOHN BAER
                                      -------------------------
                                  Name:  John Baer
                                  Title: Vice President

List of Exhibits and Schedules attached to Agreement and not filed herewith:

EXHIBITS

Exhibit A                 Form of Borrowing Base Certificate
Exhibit B                 Form of Note
Exhibit C                 Form of Loan Request
Exhibit D                 Eligible Projects
Exhibit E                 Form of Assignment and Acceptance
Exhibit F                 Authorized Officers
Exhibit G                 Form of Inventory Mortgage

SCHEDULES

Schedule 1                Banks; Commitments
Schedule 1.1(a)           Heller Documents
Schedule 1.1(b)           Textron Documents
Schedule 1.1(c)           DZ Bank Documents
Schedule 1.1(d)           Bond Holder Exchange Documents
Schedule 1.1(e)           Textron Securitization Documents
Schedule 2.1(e)           Executive Management
Schedule 6.9              Litigation
Schedule 6.10             Defaults
Schedule 6.20             Environmental Matters
Schedule 6.21(a)          Subsidiaries
Schedule 6.21(b)          Joint Ventures

<PAGE>
                                       ii

Schedule 6.28             Affiliate Debt
Schedule 6.30             Inventory Control Procedures
Schedule 7.7              Project Title Policies
Schedule 7.13             Affiliate Fees
Schedule 7.14             Jurisdictions of Sales of Intervals
Schedule 8.1              Indebtedness
Schedule 8.2              Liens
Schedule 11.9             Interval Recording Information