LOAN SALE AGREEMENT

Exhibit 10.4

EXECUTION COPY

LOAN SALE AGREEMENT

AMONG

SILVERLEAF FINANCE IV, LLC,

as Seller,

SILVERLEAF FINANCE VI, LLC,

as Purchaser

AND

SILVERLEAF RESORTS, INC., as Servicer

DATED AS OF JUNE 1, 2008

LOAN SALE AGREEMENT

          This LOAN SALE AGREEMENT (this “ Agreement ”), dated as of June 1, 2008, is among Silverleaf Finance IV, LLC, a Delaware limited liability company (“ Seller ”) , Silverleaf Finance VI, LLC, a Delaware limited liability company (the “ Purchaser ”), Silverleaf Resorts, Inc., a Texas corporation, in its capacity as servicer (the “ Servicer ”) and their respective permitted successors and assigns.

W I T N E S S E T H :

          WHEREAS, the Purchaser has been established as a bankruptcy-remote entity for the purpose of acquiring (i) a certain pool of timeshare loans (the “ Mortgage Loans ”) each evidenced by a promissory note and secured by a first Mortgage on a fractional fee simple timeshare interest in a Unit, (ii) a pool of timeshare loans (the “ Oak N’ Spruce Loans ”), each evidenced by a purchase and finance agreement (a “ Finance Agreement ”) for the purchase of a certificate of beneficial interest in the Oak N’ Spruce Resort Trust evidencing the right of the owner thereof to use and occupy a fixed unit at Oak N’ Spruce Resort at a fixed period of time (the Mortgage Loans and Oak N’ Spruce Loans, together, the “ Timeshare Loans ”), (iii) any Qualified Substitute Timeshare Loans and (iv) all Related Security in respect of the Timeshare Loans. A “ Timeshare Property ” shall consist of (i) in the case of a Timeshare Loan, a fractional fee simple timeshare interest in a residential unit (a residential timeshare unit herein referred to as a “ Unit ”) in a Resort or (ii) in the case of an Oak N’ Spruce Loan, a certificate of beneficial interest (“ Oak N’ Spruce Certificate ”) in the Oak N’ Spruce Resort Trust. The Timeshare Loans, Timeshare Properties, Mortgage Note, any Related Security and other conveyed property related thereto and additional collateral, collectively, are the “ Transferred Assets .”

          WHEREAS, on June 6, 2008 (the “ Closing Date ”) and on each Transfer Date , the Purchaser intends to pledge such Transferred Assets acquired thereby to Wells Fargo Bank National Association, as indenture trustee (in such capacity, the “ Securitization Indenture Trustee ”), custodian (in such capacity, the “ Securitization Custodian ”) and backup servicer, pursuant to an indenture, dated as of June 1, 2008 (the “ Securitization Indenture ”), by and among the Purchaser, the Servicer and the Securitization Indenture Trustee, to secure the Purchaser’s (i) 6.222% Timeshare Loan-Backed Notes, Series 2008-A, Class A Notes, (ii) 7.708% Timeshare Loan-Backed Notes, Series 2008-A, Class B Notes, (iii) 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class C Notes, (iv) 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class D Notes, (v) 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class E Notes, (vi) 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class F Notes, and (vii) 8.000% Timeshare Loan-Backed Notes, Series 2008-A, Class G Notes (collectively, the “ Securitization Notes ”);

          WHEREAS, proceeds from the sale of the Securitization Notes will be used by the Purchaser, in part, to (i) pay the Seller the purchase price for the Timeshare Loans and (ii) pay certain expenses incurred in connection with the issuance of the Securitization Notes.

          WHEREAS, the Seller will derive an economic benefit from the transfer hereunder of the Timeshare Loans to the Purchaser.

               NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

               SECTION 1. Definitions; Interpretation . Capitalized terms used herein but not defined herein shall have the respective meanings specified in “Standard Definitions” attached hereto as Annex A.

               SECTION 2. Acquisition of Timeshare Loans .

                    (a) Initial Timeshare Loans.

(i) Effective as of the Closing Date, but subject to the terms and conditions of this Agreement (including, without limitation, subsection (f) below), the Seller hereby sells (“Sells,” “Sale” or “Sold”) and otherwise transfers, assigns, and conveys to the Purchaser, without recourse (except for Defective Timeshare Loans to the extent specifically provided herein), and the Purchaser hereby agrees to purchase and otherwise acquires, all right, title and interest of the Seller in and to the Timeshare Loans included on the schedule delivered to the Purchaser on the Closing Date (as further described in subsection (g) below), together with the Timeshare Properties, Related Security and other conveyed property related thereto. In connection with the initial transfer, Seller shall transfer or cause the deposit into the Lockbox Account of all amounts received by the Seller on account of such Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral hereunder due on and after the Initial Cut-Off Date within two (2) Business Days of the receipt thereof.

(ii) The Seller hereby acknowledges that each sale and conveyance to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Seller.

                    (b) [ Intentionally Omitted ].

                    (c)  Delivery of Timeshare Loan Documents . In connection with the sale, transfer, assignment and conveyance of any Timeshare Loans hereunder, the Purchaser hereby directs the Seller, and the Seller hereby agrees to deliver or cause to be delivered to the Securitization Custodian all related Timeshare Loan Files and to the Servicer all related Timeshare Loan Servicing Files.

                    (d)  Collections . The Seller shall deposit or cause to be deposited all collections in respect of the Timeshare Loans received by the Seller or any of its Affiliates on and after the related Cut-Off Date in the Lockbox Account.

                    (e)  Limitation of Liability . Neither the Purchaser nor any subsequent assignee of the Purchaser shall have any obligation or liability with respect to any Timeshare Loan nor shall the Purchaser or any subsequent assignee have any liability to any Obligor in respect of any

Timeshare Loan. No such obligation or liability is intended to be assumed by the Purchaser, the Seller or any subsequent assignee herewith and any such liability is hereby expressly disclaimed.

                    (f)  Purchase Price . The price paid for Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral which are Sold hereunder shall be the Timeshare Loan Acquisition Price with respect thereto. Such Timeshare Loan Acquisition Price shall be paid by means of an immediate cash payment to the Seller by wire transfer on the applicable conveyance date to an account designated by the Seller on or before such conveyance date.

                    (g)  Schedule of Timeshare Loans . Upon the Seller’s Sale of the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral to the Purchaser, the Seller shall deliver a Schedule of Timeshare Loans, which schedule shall be attached hereto as Schedule III and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

               SECTION 3. Intended Characterization, Grant of Security Interest . It is the intention of the parties hereto that the transfers of Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale and an absolute assignment by the Seller to the Purchaser and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Seller shall be deemed to have granted and does hereby grant to the Purchaser as of the date hereof a first priority perfected security interest in all of Seller’s right, title and interest in, to and under the Transferred Assets specified in Section 2 hereof and that with respect to such conveyance, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “ Highest Lawful Rate ”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof.

               The characterization of the Seller as “debtor” and the Purchaser as “secured party” in any financing statement required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be

treated as a sale to the Purchaser of such Seller’s entire right, title and interest in and to the Transferred Assets.

               Each of the Seller, the Purchaser and any of their Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Timeshare Loans have been transferred to the Purchaser.

               SECTION 4. Conditions Precedent to Acquisition of Timeshare Loans by the Purchaser . The obligations of the Purchaser to purchase any Timeshare Loans hereunder shall be subject to the satisfaction of the following conditions:

                    (a) All representations and warranties of the Seller and the Servicer contained in Section 5 and in Schedule I hereof, and all information provided in the Schedule of Timeshare Loans related thereto shall be true and correct as of the Closing Date or the Transfer Date, as applicable, and each of the Seller and the Servicer shall have delivered to the Purchaser, the Securitization Indenture Trustee and UBS Securities LLC (the “Initial Purchaser”) an officer’s certificate (the “Officer’s Certificate”) to such effect.

                    (b) On or prior to the Closing Date or a Transfer Date, as applicable, the Seller (and, with regard to a Transfer Date, the Servicer) shall have delivered or shall have caused the delivery of (i) the related Timeshare Loan Files to the Securitization Custodian and the Securitization Custodian shall have delivered a receipt therefore pursuant to the Custodial Agreement, (ii) the Timeshare Loan Servicing Files to the Servicer, and (iii) all documents and certifications required pursuant to the terms of the Custodial Agreement and the Escrow and Closing Agreement.

                    (c) The Seller shall have delivered or shall have caused to be delivered all other information theretofore required or reasonably requested by the Purchaser to be delivered by the Seller or performed or caused to be performed all other obligations required to be performed as of the Closing Date, including all filings, recordings and/or registrations as may be necessary in the reasonable opinion of the Purchaser or the Securitization Indenture Trustee to establish and preserve the right, title and interest of the Purchaser or the Securitization Indenture Trustee, as the case may be, in the related Timeshare Loans.

                    (d) With regard to each Transfer Date, the Servicer shall have delivered or shall have caused to be delivered all other information theretofore required or reasonably requested by the Purchaser to be delivered by the Servicer or performed or caused to be performed all other obligations required to be performed as of such Transfer Date, including all filings, recordings and/or registrations as may be necessary in the reasonable opinion of the Purchaser or the Securitization Indenture Trustee to establish and preserve the right, title and interest of the Purchaser or the Securitization Indenture Trustee, as the case may be, in the related Timeshare Loans.

                    (e) On or before the Closing Date, the Purchaser, the Servicer, the Backup Servicer and the Securitization Indenture Trustee shall have entered into the Securitization Indenture.

                    (f) The Securitization Notes shall be issued and sold on the Closing Date, and the Purchaser shall receive the full consideration due it upon the issuance of the Securitization Notes, and the Purchaser shall have applied such consideration to the extent necessary, to pay the Timeshare Loan Acquisition Price for each Timeshare Loan.

                    (g) Each Timeshare Loan conveyed on a Transfer Date in accordance with Section 6(a) hereof shall satisfy each of the criteria specified in the definition of “Qualified Substitute Timeshare Loan” and each of the conditions herein and in the Securitization Indenture for substitution of Timeshare Loans shall have been satisfied.

                    (h) The Purchaser shall have received such other certificates and opinions as it shall reasonably request.

               SECTION 5. Representations and Warranties and Certain Covenants of Seller and Servicer .

                    (a) The Seller represents and warrants to the Purchaser and the Securitization Indenture Trustee for the benefit of the Securitization Noteholders, as of the Closing Date (with respect to the Timeshare Loans transferred on the Closing Date) as follows:

     (i) Due Incorporation; Valid Existence; Good Standing . It is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation; and is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other related documents (the “Transaction Documents”) to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

     (ii) Possession of Licenses, Certificates, Franchises and Permits . It holds all licenses, certificates, franchises and permits from all governmental authorities necessary for the conduct of its business, except where the failure to hold such licenses, certificates, franchises and permits would not materially and adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans, and has received no notice of proceedings relating to the revocation of any such license, certificate, franchise or permit, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

     (iii) Limited Liability Company Authority and Power . It has, and at all times during the term of this Agreement will have, all requisite limited liability company power and authority to own its properties, to conduct its business, to execute and deliver this Agreement

and all documents and transactions contemplated hereunder and to perform all of its obligations under this Agreement and any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder.

     (iv) Authorization, Execution and Delivery Valid and Binding . This Agreement and all other Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or dissolution, as applicable, of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

     (v) No Violation of Law, Rule, Regulation, etc . The execution, delivery and performance by the Seller of this Agreement and any other Transaction Document to which it is a party do not and will not (A) violate any of the provisions of its certificate of formation or limited liability company agreement, (B) violate any provision of any law, governmental rule or regulation currently in effect applicable to it or its properties or by which it or its properties may be bound or affected, including, without limitation, any bulk transfer laws, where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans, (C) violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to it or its properties or by which it or its properties are bound or affected, where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans, (D) conflict with, or result in a breach of, or constitute a default under, any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans or (E) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument.

     (vi) Governmental Consent . No consent, approval, order or authorization of, and no filing with or notice to, any court or other Governmental Authority in respect of the Seller is required which has not been obtained in connection with the authorization, execution, delivery or performance by the Seller of this Agreement or any of the other Transaction Documents to which Seller is a party or under the transactions contemplated hereunder or thereunder, including, without limitation, the transfer of the Timeshare Loans and the creation of the security interest of the Purchaser therein pursuant to Section 3 hereof.

     (vii) Defaults . It is not in default under any material agreement, contract, instrument or indenture to which it is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body, in each case, which would have a material adverse effect on the transactions contemplated hereunder or on its business, operations, financial condition or assets, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

     (viii) Insolvency . It is solvent and will not be rendered insolvent by the transfer of Timeshare Loans hereunder. On and after the Closing Date, it will not engage in any business or transaction the result of which would cause the property remaining with it to constitute an unreasonably small amount of capital.

     (ix) Pending Litigation or Other Proceedings . There is no pending or, to its Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting it which, if decided adversely, would materially and adversely affect (A) its condition (financial or otherwise), its business or operations, (B) its ability to perform its obligations under, or the validity or enforceability of, this Agreement or any other documents or transactions contemplated under this Agreement including, without limitation, its ability to foreclose or otherwise enforce the Liens of the Timeshare Loans, or (C) any Timeshare Loan or title of any Obligor to any related Timeshare Property.

     (x) Information . No document, certificate or report furnished or required to be furnished by or on behalf of it pursuant to this Agreement or any other Transaction Document, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which it was made. There are no facts known to it which, individually or in the aggregate, materially adversely affect, or which (aside from general economic trends) may reasonably be expected to materially adversely affect in the future, its financial condition or assets or business, or which may impair its ability to perform its obligations under this Agreement, which have not been disclosed herein or therein or in the certificates and other documents furnished to the Purchaser by or on its behalf pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

     (xi) No Deficiency Accumulation . It is not aware of any outstanding “accumulated funding deficiency” (as such term is defined under ERISA and the Code) with respect to any “employee benefit plan” (as such term is defined under ERISA) sponsored by it.

     (xii) Taxes . It has filed all tax returns (federal, state and local) which it reasonably believes are required to be filed and has paid or made adequate provision for the payment of all taxes, assessments and other governmental charges due from it or is contesting any such tax, assessment or other governmental charge in good faith through appropriate proceedings or except where the failure to file or pay will not have a material adverse effect on the rights and interests of the Purchaser or any of its subsequent assignees. It knows of no basis for any

material additional tax assessment for any fiscal year for which adequate reserves have not been established. It shall pay all such taxes, assessments and governmental charges when due.

     (xiii) Place of Business . The principal place of business and chief executive office where it keeps its records concerning the Timeshare Loans will be 1221 Riverbend Drive, Suite 120, Dallas, Texas 75247 (or such other place specified by it by written notice to the Purchaser and the Securitization Indenture Trustee). It is a limited liability company formed under the laws of the State of Delaware.

     (xiv) Securities Laws . It is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. No portion of the Timeshare Loan Acquisition Price for each of the Timeshare Loans will be used by it to acquire any security in any transaction which is subject to Section 13 or Section 14 of the Securities Exchange Act of 1934, as amended.

     (xv) Transactions in Ordinary Course . The transactions contemplated by this Agreement are in the ordinary course of business of the Seller.

     (xvi) Name . The legal name of the Seller is as set forth in the signature page of this Agreement and the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names.

     (xvii) Custodial Files . The Seller shall, on or prior to the Closing Date, have delivered or caused the delivery to the Securitization Custodian a Timeshare Loan File for each Timeshare Loan, which Timeshare Loan File shall be complete and verified by the Securitization Custodian in accordance with the Custodial Agreement.

     (xviii) No Conveyance . The Seller agrees not to convey and to ensure no party under its control conveys any interest in a Resort relating to a Timeshare Loan without obtaining Rating Agency Confirmation if such conveyance is reasonably likely to have a material adverse affect on the Securitization Noteholders.

                    (b) The Servicer represents and warrants to the Purchaser and the Securitization Indenture Trustee for the benefit of the Securitization Noteholders, as of the Closing Date (with respect to the Timeshare Loans transferred on the Closing Date) and on each Transfer Date (with respect to Qualified Substitute Timeshare Loans) as follows:

     (i) Due Incorporation; Valid Existence; Good Standing . It is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation; and is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on its business or its ability to perform its obligations under the Transaction Documents to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

     (ii) Possession of Licenses, Certificates, Franchises and Permits . It holds all licenses, certificates, franchises and permits from all governmental authorities necessary for the conduct of its business, except where the failure to hold such licenses, certificates, franchises and permits would not materially and adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans, and has received no notice of proceedings relating to the revocation of any such license, certificate, franchise or permit, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

     (iii) Corporate Authority and Power . It has, and at all times during the term of this Agreement will have, all requisite corporate power and authority to own its properties, to conduct its business, to execute and deliver this Agreement and all documents and transactions contemplated hereunder and to perform all of its obligations under this Agreement and any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder.

     (iv) Authorization, Execution and Delivery Valid and Binding . This Agreement and all other Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Servicer have been duly authorized, executed and delivered by the Servicer and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Servicer in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or dissolution, as applicable, of the Servicer and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

     (v) No Violation of Law, Rule, Regulation, etc . The execution, delivery and performance by the Servicer of this Agreement and any other Transaction Document to which it is a party do not and will not (A) violate any of the provisions of its articles of incorporation or bylaws, (B) violate any provision of any law, governmental rule or regulation currently in effect applicable to it or its properties or by which it or its properties may be bound or affected, including, without limitation, any bulk transfer laws, where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans, (C) violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to it or its properties or by which it or its properties are bound or affected, where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans, (D) conflict with, or result in a breach of, or constitute

a default under, any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound where such violation would