INDENTURE

Indenture Agreement

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SILVERLEAF RESORTS INC | SILVERLEAF FINANCE VI, LLC | WELLS FARGO BANK, NATIONAL ASSOCIATION

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Title: INDENTURE
Date: 6/10/2008
Industry: Hotels and Motels Sector: Services

INDENTURE, Parties: silverleaf resorts inc , silverleaf finance vi llc , wells fargo bank national association

Exhibit 10.1

EXECUTION COPY

SILVERLEAF FINANCE VI, LLC,
as Issuer

SILVERLEAF RESORTS, INC.,
as Servicer

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Backup Servicer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee, Paying Agent, Custodian and Account Intermediary

INDENTURE

Dated as of June 1, 2008

TABLE OF CONTENTS


ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	3
Section 1.1	General Definitions	3
Section 1.2	Compliance Certificates and Opinions	3
Section 1.3	Form of Documents Delivered to Indenture Trustee	3
Section 1.4	Acts of Noteholders, etc.	4
Section 1.5	Notice to Noteholders, Waiver	5
Section 1.6	Effect of Headings and Table of Contents	6
Section 1.7	Successors and Assigns	6
Section 1.8	GOVERNING LAW; WAIVER OF TRIAL BY JURY	6
Section 1.9	Legal Holidays	6
Section 1.10	Execution in Counterparts	7
Section 1.11	Inspection	7
Section 1.12	Survival of Representations and Warranties	7

ARTICLE II	THE NOTES	7
Section 2.1	General Provisions	7
Section 2.2	Global Notes	8
Section 2.3	Definitive Notes	9
Section 2.4	Registration, Transfer and Exchange of Notes	9
Section 2.5	Mutilated, Destroyed, Lost and Stolen Notes	15
Section 2.6	Payment of Interest and Principal; Rights Preserved	16
Section 2.7	Persons Deemed Owners	16
Section 2.8	Cancellation	16
Section 2.9	Noteholder Lists	17
Section 2.10	Treasury Notes	17
Section 2.11	Notice to Depository	17
Section 2.12	Confidentiality	17

ARTICLE III	ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS	18
Section 3.1	Trust Accounts; Investments by Indenture Trustee	18
Section 3.2	Establishment and Administration of the Trust Accounts	20
Section 3.3	Reserved	22
Section 3.4	Distributions	22
Section 3.5	Reports to Noteholders	24
Section 3.6	Note Balance Write-Down Amounts	25
Section 3.7	Withholding Taxes	26

ARTICLE IV	THE COLLATERAL	26
Section 4.1	Acceptance by Indenture Trustee	26
Section 4.2	Reserved	27
Section 4.3	Grant of Security Interest, Tax Treatment	27
Section 4.4	Further Action Evidencing Assignments	27


Section 4.5	Substitution and Repurchase of Timeshare Loans	28
Section 4.6	Release of Lien	30
Section 4.7	Appointment of Custodian and Paying Agent	31
Section 4.8	Sale of Timeshare Loans	31

ARTICLE V	SERVICING OF TIMESHARE LOANS	31
Section 5.1	Appointment of Servicer and Backup Servicer; Servicing Standard	31
Section 5.2	Payments on the Timeshare Loans	31
Section 5.3	Duties and Responsibilities of the Servicer	32
Section 5.4	Servicer Events of Default	36
Section 5.5	Accountings; Statements and Reports	40
Section 5.6	Records	41
Section 5.7	Fidelity Bond and Errors and Omissions Insurance	41
Section 5.8	Merger or Consolidation of the Servicer	42
Section 5.9	Sub-Servicing	42
Section 5.10	Servicer Resignation	43
Section 5.11	Fees and Expenses	43
Section 5.12	Access to Certain Documentation	43
Section 5.13	No Offset	44
Section 5.14	Account Statements	44
Section 5.15	Indemnification; Third Party Claim	44
Section 5.16	Backup Servicer	45
Section 5.17	Reserved	45
Section 5.18	Recordation	45

ARTICLE VI	EVENTS OF DEFAULT; REMEDIES	46
Section 6.1	Events of Default	46
Section 6.2	Acceleration of Maturity; Rescission and Annulment	48
Section 6.3	Remedies	49
Section 6.4	Indenture Trustee May File Proofs of Claim	50
Section 6.5	Indenture Trustee May Enforce Claims Without Possession of Notes	51
Section 6.6	Application of Money Collected	51
Section 6.7	Limitation on Suits	53
Section 6.8	Unconditional Right of Noteholders to Receive Principal and Interest	54
Section 6.9	Restoration of Rights and Remedies	54
Section 6.10	Rights and Remedies Cumulative	55
Section 6.11	Delay or Omission Not Waiver	55
Section 6.12	Control by Noteholders	55
Section 6.13	Waiver of Events of Default	55
Section 6.14	Undertaking for Costs	56
Section 6.15	Reserved	56
Section 6.16	Collateral	56
Section 6.17	Action on Notes	57
Section 6.18	Performance and Enforcement of Certain Obligations	57


ARTICLE VII	THE INDENTURE TRUSTEE	58
Section 7.1	Certain Duties	58
Section 7.2	Notice of Events of Default	59
Section 7.3	Certain Matters Affecting the Indenture Trustee	59
Section 7.4	Indenture Trustee Not Liable for Notes or Timeshare Loans	61
Section 7.5	Indenture Trustee May Own Notes	61
Section 7.6	Indenture Trustee’s Fees and Expenses	61
Section 7.7	Eligibility Requirements for Indenture Trustee	61
Section 7.8	Resignation or Removal of Indenture Trustee	62
Section 7.9	Successor Indenture Trustee	63
Section 7.10	Merger or Consolidation of Indenture Trustee	64
Section 7.11	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	64
Section 7.12	Paying Agent and Note Registrar Rights	66
Section 7.13	Authorization	66
Section 7.14	Maintenance of Office or Agency	66

ARTICLE VIII	COVENANTS OF THE ISSUER	67
Section 8.1	Payment of Principal and Interest	67
Section 8.2	Reserved	67
Section 8.3	Money for Payments to Noteholders to Be Held in Trust	67
Section 8.4	Existence; Merger; Consolidation, etc.	68
Section 8.5	Protection of Collateral; Further Assurances	69
Section 8.6	Additional Covenants	71
Section 8.7	Taxes	72
Section 8.8	Restricted Payments	72
Section 8.9	Treatment of Notes as Debt for Tax Purposes	73
Section 8.10	Further Instruments and Acts	73
Section 8.11	Compliance with Limited Liability Company Agreement	73
Section 8.12	Separateness Covenants	73

ARTICLE IX	SUPPLEMENTAL INDENTURES	75
Section 9.1	Supplemental Indentures	75
Section 9.2	Supplemental Indentures with Consent of Noteholders	75
Section 9.3	Execution of Supplemental Indentures	76
Section 9.4	Effect of Supplemental Indentures	77
Section 9.5	Reference in Notes to Supplemental Indentures	77

ARTICLE X	REDEMPTION OF NOTES	77
Section 10.1	Optional Redemption; Election to Redeem	77
Section 10.2	Notice to Indenture Trustee	77
Section 10.3	Notice of Redemption by the Servicer	77
Section 10.4	Deposit of Redemption Price	78
Section 10.5	Notes Payable on Redemption Date	78

ARTICLE XI	SATISFACTION AND DISCHARGE	78
Section 11.1	Satisfaction and Discharge of Indenture	78

iii


Section 11.2	Application of Trust Money; Repayment of Money Held by Paying Agent	79
Section 11.3	Trust Termination Date	80

ARTICLE XII	REPRESENTATIONS AND WARRANTIES AND COVENANTS	80
Section 12.1	Representations, Warranties and Covenants of the Issuer	80
Section 12.2	Representations and Warranties of the Servicer	81
Section 12.3	Representations and Warranties of the Indenture Trustee	84
Section 12.4	Multiple Roles	85
Section 12.5	Reserved	85
Section 12.6	Reserved	85
Section 12.7	Representations and Warranties of the Backup Servicer	85

ARTICLE XIII	MISCELLANEOUS	87
Section 13.1	Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	87
Section 13.2	Statements Required in Certificate or Opinion	87
Section 13.3	Notices	87
Section 13.4	No Proceedings	89

STANDARD DEFINITIONS		91

EXHIBIT A		1

FORM OF RULE 144A GLOBAL NOTE – CLASS A NOTE		1

GLOBAL NOTE		2

FORM OF INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION		6

FORM OF INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION		6

FORM OF RULE 144A GLOBAL NOTE – CLASS D NOTE		1


Exhibit A		Form of Notes

Exhibit B		Form of Investor Representation Letter – Rule 144A

Exhibit C		Reserved

Exhibit D		Form of Monthly Servicer Report

Exhibit E		Servicing Officer’s Certificate

Exhibit F		Reserved

Exhibit G		Form of ROAP Waiver Letter



Exhibit H		Reserved

Exhibit I		Form of Investor Representation Letter – Regulation S

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

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

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

Exhibit M		Form of Class G Note Investor Representation Letter

Annex A		Standard Definitions

Schedule I		Schedule of Timeshare Loans

INDENTURE

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

RECITALS OF THE ISSUER

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

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

GRANTING CLAUSE

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

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

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

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

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

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.1 General Definitions.

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

Section 1.2 Compliance Certificates and Opinions.

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

Section 1.3 Form of Documents Delivered to Indenture Trustee.

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

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

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

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

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

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

Section 1.4 Acts of Noteholders, etc.

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

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

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

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

Section 1.5 Notice to Noteholders, Waiver.

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

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

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

Section 1.6 Effect of Headings and Table of Contents.

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

Section 1.7 Successors and Assigns.

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

Section 1.8 GOVERNING LAW; WAIVER OF TRIAL BY JURY.

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

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

Section 1.9 Legal Holidays.

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

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

Section 1.10 Execution in Counterparts.

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

Section 1.11 Inspection.

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

Section 1.12 Survival of Representations and Warranties.

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

ARTICLE II

THE NOTES

Section 2.1 General Provisions.

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

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

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

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

Section 2.2 Global Notes.

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

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

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

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

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

Section 2.3 Definitive Notes.

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

Section 2.4 Registration, Transfer and Exchange of Notes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.5 Mutilated, Destroyed, Lost and Stolen Notes.

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

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

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

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

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

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

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

Section 2.6 Payment of Interest and Principal; Rights Preserved.

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

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

Section 2.7 Persons Deemed Owners.

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

Section 2.8 Cancellation.

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

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

Section 2.9 Noteholder Lists.

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

Section 2.10 Treasury Notes.

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

Section 2.11 Notice to Depository.

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

Section 2.12 Confidentiality.

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

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

ARTICLE III

ACCOUNTS; COLLECTION AND
APPLICATION OF MONEYS; REPORTS

Section 3.1 Trust Accounts; Investments by Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.2 Establishment and Administration of the Trust Accounts.

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

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

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

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

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

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

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

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

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

Section 3.3 Reserved.

Section 3.4 Distributions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) Reserved.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.5 Reports to Noteholders.

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

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

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

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

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

Section 3.6 Note Balance Write-Down Amounts.

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

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

Section 3.7 Withholding Taxes.

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

ARTICLE IV

THE COLLATERAL

Section 4.1 Acceptance by Indenture Trustee.

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

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

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

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

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

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

Section 4.2 Reserved.

Section 4.3 Grant of Security Interest, Tax Treatment.

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

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

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

Section 4.4 Further Action Evidencing Assignments.

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

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

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

Section 4.5 Substitution and Repurchase of Timeshare Loans.

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

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

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

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

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

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

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

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

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

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

Section 4.6 Release of Lien.

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

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

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

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

Section 4.7 Appointment of Custodian and Paying Agent.

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

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

Section 4.8 Sale of Timeshare Loans.

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

ARTICLE V

SERVICING OF TIMESHARE LOANS

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

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

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

Section 5.2 Payments on the Timeshare Loans.

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

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

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

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

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

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

Section 5.3 Duties and Responsibilities of the Servicer.

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

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

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

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

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

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

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

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

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

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

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

(x) work with Obligors in connection with any transfer of ownership of a Timeshare Property by an Obligor to another Person (to the extent permitted), whereby the Servicer may consent to the assumption by such Person of the Timeshare Loan related to such Timeshare Property (to the extent permitted); provided, however, in connection with any such assumption, the rate of interest borne by, the maturity date of, the principal amount of, the

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