STANDARD DEFINITIONS

“Account Intermediary” shall have the meaning specified in the preamble to th e Indenture.

“Accumulation Interval” shall have the meaning specified in the definition of “Cash Accumulation Event”.

“ACH Form” shall mean the ACH authorization form executed by Obligors substantially in the form attached as Exhibit C to the Transfer Agreement.

“Addition Notice” shall mean, with respect to any transfer of Subsequent Timeshare Loans to the Issuer pursuant to Section 2 of the Transfer Agreement, notice of the Originator's election to transfer Subsequent Timeshare Loans, which notice shall designate the related Transfer Date and the Cut-Off Date Aggregate Loan Balance of the Subsequent Timeshare Loans to be transferred on such Transfer Date.

“Additional Principal Payment” shall equal, for any Payment Date (determined after giving effect to the payments of the Principal Distribution Amounts with respect to all Classes of Notes on such Payment Date), the amount sufficient to cause the Post-Additional Principal Payment Overcollateralization Percentage to equal the greater of 18.50% and the Target Overcollateralization Percentage.

“Additional Servicing Compensation&rd quo; shall mean any late fees related to late payments on the Timeshare Loans, any non-sufficient funds fees, any processing fees and any Liquidation Expenses collected by the Servicer and any unpaid out-of-pocket expenses incurred by the Servicer during the related Due Period.

“Adjusted Note Balance” shall equal, on any Payment Date, for the Class B Notes, the Outstanding Note Balance of such Class of Notes immediately prior to such Payment Date, less any Note Balance Reduction Amounts applied to such Class of Notes immediately prior to such Payment Date; provided, however, to the extent that for purposes of consents, approvals, voting or other similar act of the Noteholders under any of the Transaction Documents, “Adjusted Note Balance” shall exclude Notes which are held by Silverleaf or any Affiliate thereof.

“Adverse Claim” shall mean any claim of ownership or any lien, security interest, title retention, trust or other charge or encumbrance, or other type of preferential arrangement having the effect or purpose of creating a lien or security interest, other than the interests created under the Indenture in favor of the Indenture Trustee and the Noteholders.

“Affiliate” shall mean any Person: (a) which directly or indirectly controls, or is controlled by, or is under common control with such Person; (b) which directly or indirectly beneficially owns or holds five percent (5%) or more of the voting stock of such Person; or (c) for which five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Initial Note Balance” is equal to the sum of the Initial Note Balances for all Classes of Notes.

“Aggregate Loan Balance” means the sum of the Loan Balances for all Timeshare Loans (except Defaulted Timeshare Loans).

“Aggregate Outstanding Note Balance” is equal to the sum of the Outstanding Note Balances for all Classes of Notes.

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

“< font style="text-decoration:underline;">Association” shall mean the timeshare owners' association responsible for managing a Resort.

“Assumption Date” shall have the meaning specified in the Backup Servicing Agreement.

“Authorized Officer” shall mean, with respect to any corporation, limited liability company or partnership, the Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, Managing Member and each other officer of such corporation or limited liability company or the general partner of such partnership specifically authorized in resolutions of the Board of Directors of such corporation or managing member of such limited liability company to sign agreements, instruments or other documents in connection with the Transaction Documents on behalf of such corporation, limited liability company or partnership, as the case may be.

“Available Funds” shall mean for any Payment Date, (A) all funds on depos it in the Collection Account after making all transfers and deposits required from (i) the Lockbox Account pursuant to the Lockbox Agreement, (ii) the General Reserve Account pursuant to Sections 3.2(b) and 6.6(b) of the Indenture, (iii) the Prefunding Account pursuant to Sections 3.2(c) and 6.6(b) of the Indenture, (iv) the Capitalized Interest Account pursuant to Sections 3.2(d) and 6.6(b) of the Indenture, (v) the Originator or the Servicer, as the case may be, pursuant to Section 4.5 of the Indenture and (vi) the Servicer pursuant to the Indenture, plus (B) all investment earnings on funds on deposit in the Collection Account from the immediately preceding Payment Date through and including the day immediately preceding such Payment Date, less (C) amounts on deposit in the Collection Account related to collections related to any Due Periods subsequent to the Due Period related to such Payment Date, less (D) any Additional Servicing Compensation or misdirected payments on deposit in the Collection Ac count.

“Backup Servicer” shall mean Wells Fargo Bank, National Association, a national association, and its permitted successors and assigns.

“Backup Servicing Agreement” shall mean the backup servicing agreement, dated as of December 1, 2010, by and among the Issuer, the Servicer, the Backup Servicer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modifie d from time to time.

“Backup Servicing Fee” shall on each Payment Date be equal to the greater of (i) $2,500 or (ii) the product of one-twelfth of 0.04% and the Aggregate Loan Balance as of the first day of the related Due Period.

“Bankruptcy Code” shall mean the federal Bankruptcy Code, as amended (Title 11 of the United States Code).

“Benefit Plan” shall mean (A) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (B) a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (C) an entity whose underlying assets are deemed to include “plan assets” of any of the foregoing under United States Department of Labor Regulation 29 C.F.R. §2510.3-101 (as modified by Section 3(42) of ERISA) by reason of a direct or indirect investment by an employee benefit plan or plan in such entity or (D) any plan that is subject to any Similar Law.

“Book-Entry Note” shall mean a beneficial interest in the Notes, ownership and transfers of which shall be made through book-entries by the Depository.

“Business Day” shall mean any day other than (i) a Saturday, a Sunday, or (ii) a day on which banking institutions in New York City, the State of Texas, the city in which the Servicer is located or the city in which the Corporate Trust Office of the Indenture Trustee is located are authorized or obligated by law or executive order to be closed.

“Capitalized Interest Amount” shall mean, as of any date of determination, the amount on deposit in the Capitalized Interest Account on such date, and as of the Closing Date, $1,338.71.

“Carrying Charges” shall mean, with respect to a Payment Date, an amount equal to (i) the product of (a) the weighted average of the Note Rates for each Class of Notes for the related Interest Accrual Period, (b) the undisbursed funds (excluding investment earnings) in the Prefunding Account as of the last day of the related Due Period and (c) the number of days for which the Notes are to receive Interest Distribution Amounts on such Payment Date, divided by 360, minus (ii) the amount of any investment earnings on funds in the Prefunding Account which were transferred to the Collection Account, as well as interest earnings on amounts in the Capitalized Interest Account with respect to such Payment Date.< div style="padding-bottom:16px;text-align:justify;text-indent:48px;" class="text-justify">“Finance Agreement” shall mean a purchase and finance agreement between an Obligor and the Originator pursuant to which such Obligor finances the purchase of Oak N' Spruce Certificates.

“Fitch” shall mean Fitch Ratings, a subsidiary of Fitch, Inc.

“Force Majeure Event” shall mean the occurrence at a single Resort of damage to over 25% of the Units as the result of a fire, hurricane, earthquake, flood, tornado, landslide, tsunami and/or other impact event.

“Force Majeure Loan” shall mean a Timeshare Loan that has been the subject of a Force Majeure Event.

“Force Majeure Purchase Limit” shall mean, with respect to the purchase of a Force Majeure Loan by the Originator, on any date, (x) 10% of the sum of the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans and the aggregate Cut-Off Date Loan Balances of the Subsequent Timeshare Loans that were purchased during the Prefunding Period less (y) the aggregate Loan Balances of the Force Majeure Loans previously purchased by the Originator.

“Force Majeure Purchase Price” shall mean the fair market value of a Force Majeure Loan as determined by the Originator in its commercially reasonable judgment.< /font>

“Foreclosure Property” shall have the meaning specified in Section 5.3(b) of the Indenture.

“General Reserve Account” shall mean the account maintained by the Indenture Trustee pursuant to Section 3.2(b) of the Indenture.

&ldqu o;General Reserve Account Initial Deposit” shall mean an amount equal to 2.00% of the sum of the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans and the Prefunding Loan Balance on the Closing Date.

“General Reserve Account Required Balance” shall mean the lesser of (I) (a) if no Cash Accumulation Event has occurred and is continuing, the greater of (x) 1.00% of the sum of (i) the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans, (ii) the aggregate Cut-Off Date Loan Balances of the Subsequent Timeshare Loans and (iii) the Prefunding Loan Balance or (y) 2.00% of the Aggregate Loan Balance at such time and (b) if a Cash Accumulation Event has occurred and is continuing, the greater of (x) 2.00% of the sum of (i) the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans, (ii) the aggregate Cut-Off Date Loan Balances of the Subsequent Timeshare Loans and (iii) the Prefunding Loan Balance or (y) the product of (i) the Aggregate Loan Balance as of the last day of the immediately preceding Due Period and (ii) 5.00% and (II) the Aggregate Outstanding Note Balance immediately prior to such Payment Date.

“Global Note” shall have the meaning specified in Section 2.2 of the Indenture.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Grant” shall mean to grant, bargain, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm.

“Highest Lawful Rate” shall have the meaning specified in Section 3 of the Transfer Agreement and Section 3 of the Loan Sale Agreement, as applicable.

“Holder” or “Noteholder” shall mean a holder of a Class A Note or a Class B No te.

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

“Indemnified Amounts” shall have the meaning specified in Section 8 of the Transfer Agreement and Section 8 of the Loan Sale A greement, as applicable.

“Indemnified Parties” shall have the meaning specified in Section 8 of the Transfer Agreement and Section 8 of the Loan Sale Agreement, as applicable.

“Indenture” shall mean the indenture, dated as of December 1, 2010, by and among the Issuer, the Servicer, the Backup Servicer and the Indenture Trustee.

“Indenture Trustee” shall mean Wells Fargo Bank, National Association, a national banking association, not in its individual capacity but solely as Indenture Trustee under the Indenture, and any successor as set forth in Section 7.9 of the Indenture.

“Indenture Trustee Fee” shall mean for each Payment Date, the product of one-twelfth and $9,000.

“Initial Cut-Off Date” shall mean November 30, 2010.

“Initial Note Balance” shall mean with respect to the Class A Notes and the Class B Notes, $84,556,000 and $19,877,000, respectively.

“Initial Payment Date” shall mean the Payment Date occurring in January, 2011.

“Initial Purchaser” shall mean BB&T Capital Markets, a division of Scott & Stringfellow, LLC.

“Intended Tax Characterization” shall have the meaning specified in Section 4.2(b) of the Indenture.

“Initial Timeshare Loans” shall mean the initial pool of Timeshare Loans acquired by the Issuer on the Closing Date.

“Interest Accrual Period” shall mean for each Class of Notes with respect to any Payment Date, the immediately preceding calendar month (except that the initial Interest Accrual Period shall be the period from and including the Closing Date to and including December 31, 2010).

“Interest Distribution Amount” shall equal, for a Class of Notes and on any Payment Date, the sum of (i) interest accrued during the related Interest Accrual Period at the related Note Rate on the Outstanding Note Balance of such Class of Notes immediately prior to such Payment Date (or, in the case of the Class B Notes, if any Note Balance Reduction Amounts have been applied to such Class of Notes on prior Payment Dates, the Adjusted Note Balance of such Class) and (ii) the amount of unpaid Interest Distribution Amounts from prior Payment Dates for such Class of Notes, plus, to the extent permitted by applicable law, interest on such unpaid amount at the related Note Rate. The Interest Distribution Amount shall be calculated on the basis of a 360-day year consisting of twelve 30-day mont hs.

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

“Investment Company Act” shall have the meaning set forth in Section 2(l) of the Note Purchase Agreement.

“Issuer” shall mean Silverleaf Finance VIII, LLC, a limited liability company formed under the laws of the State of Delaware.

“Issuer Order” shall mean a written order or request delivered to the Indenture Trustee and signed in the name of the Issuer by an Authorized Officer of the I ssuer.

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

“Lien” shall mean any mortgage, pledge, hypothecation, assignment for security, security interest, claim, participation, encumbrance, levy, lien or charge.

“Limited Liability Company Agreement” shall mean the limited liability company agreement of the Issuer, dated as of December 1, 2010.

“Liquidation” means with respect to any Timeshare Loan, the sale or compulsory disposition of the related Timeshare Property, following foreclosure, forfeiture or other enforcement action or the taking of a deed-in-lieu of foreclosure, to a Person other than the Servicer or an Affiliate thereof, except in accordance with Section 5.3(b)(iv) of the Indenture.

“Liquidation Expenses” shall mean, with respect to a Defaulted Timeshare Loan, as of any date of determination, any out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer in connection with the performance of its obligations under Section 5.3(b) in the Indenture, including, but not limited to, (i) any foreclosure o r forfeiture and other repossession expenses incurred with respect to such Timeshare Loan, (ii) actual commissions and marketing and sales expenses incurred by the Servicer with respect to the liquidation of the related Timeshare Property and (iii) any other fees and expenses reasonably applied or allocated in the ordinary course of business with respect to the Liquidation of such Defaulted Timeshare Loan (including any assessed and unpaid Association fees and real estate taxes).

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

“Loan Balance” shall mean, for any date of determination, the outstanding principal balance due under or in respect of a Timeshare Loan (including a Defaulted Timeshare Loan).

“Loan Sale Agreement” shall mean the loan sale agreement, dated as of December 1, 2010, by and among Silverleaf Finance IV, LLC, the Servicer and the Issuer pursuant to which certain of the Timeshare Loans are transferred to the Issuer.

“Lockbox Account” shall mean the account maintained on behalf of the Indenture Trustee by the Lockbox Bank pursuant to the Lockbox Agreement, which shall be a non-interest bearing account.

“Lockbox Agreement” shall mean the Blocked Account Control Agreement, dated as of December 1, 2010, by and among the Lockbox Processor, the Issuer, the Servicer and the Indenture Trustee, as such agreement may be amended, sup plemented or otherwise modified from time to time in accordance with the terms thereof, unless the Indenture Trustee shall cease to be a party thereunder, or such agreement shall be terminated in accordance with its terms, in which event “Lockbox Agreement” shall mean such other agreement, in form and substance acceptable to the Indenture Trustee, among the Servicer, the Issuer, the Lockbox Processor and any other appropriate parties.

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

“Lockbox Fee” shall mean on each Payment Date, the fee payable by the Servicer to the Lockbox Bank in accordance with the Lockbox Agreement.

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

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

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

“Misdirected Deposits” shall mean such payments that have been deposited to the Collection Account in error.

“Monthly Servicer Report” shall have the meaning specified in Section 5.5 of the Indenture.

“Moody's ” shall mean Moody's Investors Service, Inc.

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

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

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

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

“Note Balance Reduction Amount” shall mean with respect to each Payment Date, an amount equal to the excess, if any, of the Outstanding Note Balance of the Class A Notes and the Adjusted Note Balance of the Class B Notes (in each case, immediately after the distribution of Available Funds) over the Aggregate Loan Balance as of the end of the Due Period related to such Payment Date.

“Note Owner” shall mean, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant, in accordance with the rules of such Depository).

“Note Purchase Agreement” shall mean that certain note purchase agreement dated December 23, 2010 by and among the Initial Purchaser, Silverleaf, the Issuer, and Gleacher & Company Securities, Inc.

“Note Rate” shall mean with respect to the Class A Notes and, the Class B Notes, 6.000% and 8.475%, respectively.

“Note Register” shall have the meaning specified in Section 2.4(a) of the Indenture.

“Note Registrar” shall have the meaning specified in Section 2.4(a) of the Indenture.

“Noteholder” shall mean any holder of a Note of any Class.

“Notes” shall mean, collectively, the Class A Notes and the Class B Notes.

“Oak N' Spruce Loan” shall mean a Timeshare Loan relating to the Oak N' Spruce Resort and evidenced by a Finance Agreement.

“Oak N' Spruce Certificate” shall mean a certificate of beneficial interest in Oak N' Spruce Resort Trust which entitles the owner thereof the right to use and occupy a specifi cally designated Unit at a fixed period of time each year at the Oak N' Spruce Resort in perpetuity.

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

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

“Oak N' Spruce Resort” shall mean the timeshare resort and related facilities located in South Lee, Massachusetts and operated by the Originator.

“Oak N' Spruce Resort Trust” shall mean the trust established under the Oak N' Spruce Trust Agreement.

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

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

“Obligor” shall mean the related obligor under a Timeshare Loan.

“Officer's Certificate&rdqu o; shall mean a certificate executed by a Responsible Officer of the related party.

“Opinion of Counsel” shall mean a written opinion of counsel, in each case acceptable to the addressees thereof.

“Optional Purchase Limit” shall mean, on any date, an amount equal to (x) 20% of the sum of the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans and the aggregate Cut-Off Date Loan Balances of the Subsequent Timeshare Loans that were purchased during the Prefunding Period less (y) the aggregate Loan Balances (as of the related purchase dates) of all Defaulted Timeshare Loans previously purchased by the Originator and the Servicer pursuant to the Transfer Agreement.

“Optional Redemption Date” shall mean the first date in which the Aggregate Outstanding Note Balance is less than or equal to 10% of the Aggregate Initial Note Balance.

“Originator” shall mean Silverleaf Resorts, Inc., in its capacity as the originator of the Timeshare Loans.

“Orlando Breeze Management Agreement” shall mean that certain Management Agreement between the Originator and the Association of the Orlando Breeze Resort, dated as of January 13, 2005, as amended from time to time.

“Outstanding” shall mean, with respect to the Notes, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(a)Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(b)Notes or portions thereof for whose payment money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee in trust for the holders of such Notes; and

(c)Notes in exchange for or in lieu of other Notes, which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a Person in whose hands the Note is a valid obligation; provided; however, that in determining whether the holders of the requisite percentage of the Outstanding Note Balance of the Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, Notes owned by the Issuer or any Affiliate of the Issuer shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee a ctually has notice are so owned shall be so disregarded.

 

“Outstanding Note Balance” shall mean as of any date of determination and Class of Notes, the Initial Note Balance of such Class of Notes less payment of principal actually distributed to the Holders of such Class of Notes as of such date; provided, however, to the extent that for purposes of consents, approvals, voting or other similar act of the Noteholders under any of the Transaction Documents, “Outstanding Note Balance” shall exclude Notes which are held by Silverleaf or any Affiliate thereo f.

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

“Paying Agent” shall mean any Person authorized under the Indenture to make the distributions required under Section 3.4 of the Indenture, which such Person initially shall be Wells Fargo Bank, National Association.

“Payment Date” shall mean the 15^th day of each month, or, if such date is not a Business Day, then the next succeeding Business Day, commencing on the Initial Payment Date.

“Payment Default Event” shall have occurred if (i) each Class of Notes shall become due and payable pursuant to Section 6.2(a) of the Indenture or (i i) each Class of Notes shall otherwise become due and payable following an Event of Default under the Indenture and the Aggregate Loan Balance of the Timeshare Loans is less than the Aggregate Outstanding Note Balance as a result of a default on one or more of the Timeshare Loans.

“Percentage Interest” shall mean, with respect to any Class of Notes as of any date of determination, the quotient, expressed as a percentage, the numerator of which is the Outstanding Note Balance of such Class of Notes as of the immediately preceding Payment Date and the denominator of which is the sum of the Aggregate Loan Balance and the Prefunding Loan Balances, each calculated at the beginning of the related Due Per iod. The initial Percentage Interest with respect to the Class A Notes and the Class B Notes is equal to approximately 69.00% and 16.00%, respectively.

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

“Person” means an individual, general partnership, limited partnership, limited liability partners hip, corporation, business trust, joint stock company, limited liability company, trust, unincorporated association, joint venture, Issuer, Governmental Authority, or other entity of whatever nature.

“Post-Additional Principal Payment Overcollateralization Percentage” shall mean, with respect to any Payment Date, a fraction, expressed as a percentage, the numerator of which is the excess of (i) the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, each calculated as of the last day of the related Due Period over (ii) the Aggregate Outstanding Note Balance (determined after giving effect to the payments of the Principal Distribution Amounts and the Additional Principal Payment on su ch Payment Date), and the denominator of which is the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, each calculated as of the last day of the related Due Period.

“Pre-Additional Principal Payment Overcollateralization Percentage” shall mean, with respect to any Payment Date, a fraction, expressed as a percentage, the numerator of which is the excess of (i) the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, each calculated as of the last day of the related Due Period over (ii) the Aggregate Outstanding Note Balance (determined after giving effect to the payments of the Principal Distribution Amounts on such Payment Date), and the denominator of which is the s um of the Aggregate Loan Balance and the Prefunding Loan Balance, each calculated as of the last day of the related Due Period.

“Predecessor Servicer Work Product” shall have the meaning specified in Section 5.4(b) of the Indenture.

“Prefunding Account” shall mean the account established and maintained by the Indenture Trustee pursuant to Section 3.2(c) of the Indenture.

“Prefunding Account Initial Deposit” shall mean an amount equal to $82,750.

“Prefunding Loan Balance” shall mean the amount on deposit in the Prefunding Account divided by 0.8275.

“Prefunding Period” shall mean the period commencing on the Closing Date and ending on the Prefunding Termination Date.

“Prefunding Termination Date” shall mean the earlier to occur of (i) March 31, 2011, (ii) the date on which the amount on deposit in the Prefunding Account is less than $10,000 and (iii) the date on which an Event of Default or a Servicer Event of Default occurs.

“Preliminary Confidential Offering Circular” shall mean the preliminary confidential offering circular dated December 9, 2010 related to the Notes and Transaction Documents.

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

“Principal Distribution Amount” shall e qual for any Payment Date and Class of Notes, the sum of, without duplication, the following:

 

“Prorata Payment Ev ent” shall exist if (i) the Pre-Additional Principal Payment Overcollateralization Percentage is less than the greater of 18.50% and the Target Overcollateralization Percentage, (ii) on or after the second Payment Date immediately following the Optional Redemption Date, the Servicer has not exercised its option to redeem the Notes, (iii) on any Determination Date, a Cash Accumulation Event described in clause (ii) of the definition thereof has occurred and is continuing, (iv) on any Determination Date, a Cash Accumulation Event described in clause (iii) of the definition thereof has occurred and is continuing or (v) on any Determination Date, the Servicer (if Silverleaf) fails to have financing facilities in place with an aggregate borrowing limit of at least $75,000,000; provided, however, that a Prorata Payment Event shall not exist on any Determination Date on which a Sequential Pay Event or a Default Acceleration Event exists. A Prorata Payment Event occurring as a result of clause (i) above shall continue until the Post-Additional Principal Payment Overcollateralization Percentage is equal to the greater of 18.50% and the Target Overcollateralization Percentage. A Prorata Payment Event occurring as a result of clause (ii) above shall continue until the Notes have been paid in full. A Prorata Payment Event occurring as a result of clause (iii) above shall continue until on any Determination Date, the Default Level is equal to or less than 0.70% for three consecutive Due Periods. A Prorata Payment Event occurring as a result of clause (iv) above shall continue until, on the last Business Day of each of the two Accumulation Intervals immediately following the Accumulation Interval during which such Cash Accumulation Event occurred, the Cumulative Default Level remains below the limits described in the table set forth in the definition of Cash Accumulation Event. A Prorata Payment Event occurring as a result of clause (v) above shall continue until on any Determination Date, the Servicer (if Silverleaf) has financing facilities in place with an aggregate borrowing limit of at least $75,000,000.

“Qualified Substitute Timeshare Loan” shall mean a Timeshare Loan (i) that, when aggregated with other Qualified Substitute Timeshare Loans being substituted on such Transfer Date, has a Loan Balance, after application of all payments of principal due and received during or prior to the month of substitution, not in excess of the Loan Balance of the Timeshare Loan being substituted on the related Transfer Date, (ii) that complies, as of the related Transfer Date, with each of the representations and warranties contained in the Transfer Agreement or the Loan Sale Agreement, as applicable, including that such Qualified Substitute Timeshare Loan is an Eligible Timeshare Loan, (iii) that shall not cause the weighted average coupon rate of the Timeshare Loans, after such substitution, to be less than the weighted average coupon rate of the Timeshare Loans as of the immediately preceding Determination Date, (iv) that shall not cause the weighted average FICO score of the Timeshare Loans, after such substitution, to be less than the weighted average FICO score of the Timeshare Loans as of the immediately preceding Determination Date, (v) that shall not cause the weighted average months of seasoning on the Timeshare Loans, after such substitution, to be less than 14 months and (vi) that does not have a stated maturity later than 12 months prior to the Stated Maturity.

“Rating Agency” shall mean S&P.

“Rating Agency Confirmation” shall mean a written confirmation from the Rating Agency that the specified action therein shall not cause the then existing rating on any of the Notes to be negatively qualified, lowered or withdrawn.

“Receivables” means the payments required to be made pursuant to a Timeshare Loan.

“Record Date” shall mean, with respect to any Payment Date (except for the Initial Payment Date), the close of business on the last Business Day of the calendar month immediately preceding the month such Payment Date occurs. With respect to the Initial Payment Date, the Record Date will be the Closing Date.

“Redemption Date” shall mean with respect to the redemption of the Notes on or after the Optional Redemption Date, the date fixed pursuant to Section 10.1 of the Indenture.

“Redemption Price” shall mean, with respect to each Class of Notes, the sum of the Outstanding Note Balance of such Class of Notes, together with interest accrued thereon at the applicable Note Rate up to and including the Redemption Date.

“Regulation S Global Note” shall have the meaning set forth in Section 2.2 of the Indenture.

“Related Security” shall mean with respect to any Timeshare Loan, (i) all of the Issuer's interest in the Timeshare Property arising under or in connection with the related Mortgage, Financing Agreement, Oak N' Spruce Certificate and the related Timeshare Loan Files, (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Timeshare Loan, together with all mortgages, assignments and financing statements signed by an Obligor describing any collateral securing such Timeshare Loan, (iii) all guarantees, insurance and o ther agreements or arrangements of whatever character from time to time supporting or securing payment of such Timeshare Loan, and (iv) all other security and books, records and computer tapes relating to the foregoing.

“Repurchase Price” shall mean with respect to any Timeshare Loan to be purchased by the Originator pursuant to the Transfer Agreement or the Servicer pursuant to the Loan Sale Agreement, an amount equal to the Loan Balance of such Timeshare Loan as of the date of such purchase or repurchase, as the case may be, together with all accrued and unpaid interest on such Timeshare Loan at the related Timeshare Loan Rate to, but not including, the due date in the then current Due Period.

“Request for Release” shall be a request for release of Timeshare Loan Files in the form required by the Custodial Agreement.

“Required Payments” shall mean each of the items described in (i) through (viii) of Section 3.4(a) of the Indenture.

“Residual Certificate” shall mean that certain membership certificate of the Issuer evidencing the limited liability company interest in the Issuer, the form of which is attached as Schedule F to the Limited Liability Company Agreement.

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

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

“Responsible Officer” shall mean (a) when used with respect to the Indenture Trustee, any officer assigned to the Corporate Trust Office, including any Managing Director, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Assistant Treasurer, any tru st officer or any other officer such Person customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject; (b) when used with respect to the Servicer, the Chief Financial Officer, a Vice President, an Assistant Vice President, the Chief Accounting Officer or the Secretary of the Servicer; and (c) with respect to any other Person, the chairman of the board, chief financial officer, the president, a vice president, the treasurer, an assistant treasurer, the secretary, an assistant secretary, the controller, general partner, trustee or the manager of such Person.

“Restricted Period” shall mean the 40-day period prescribed by Regulation S under the Securities Act commencing on the later of (a) the date upon which Notes are first offered to Persons other than the Initial Purchaser and any other distributor (as such term is described in Regulation S) of the Notes and (b) the Closing Date.

“Rule 144A Global Note” shall have the meaning specified in Section 2.2 of the Indenture.

“S&P” shall mean Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business.

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

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization Custodian” shall have the meaning specified the second “whereas” clause in the Transfer Agreement and the second “whereas” clause in the Loan Sale Agreement.

“Securitization Indenture” shall have the meaning specified the second “whereas” clause in the Transfer Agreement and the second “whereas” clause in the Loan Sale Agreement.

“Securitization Indenture Trustee” shall have the meaning specified the second “whereas” clause in the Transfer Agreement and the second “whereas” clause in the Loan Sale Agreement.

“Securitization Servicer” shall have the meaning specified the second “whereas” clause in the Transfer Agreement.

“Sells” shall have the meaning set forth in Section 2(a) of the Transfer Agreement and the Loan Sale Agreement, as applicable.

“Seller” shall mean Silverleaf Resorts, Inc. under the Transfer Agreement and Silverleaf Finance IV, LLC under the Loan Sale Agreement, as applicable.

“Sequential Pay Event” shall exist on any Determination Date if the Cumulative Default Level as of the last day of any Due Period specified below exceeds the following parameters:

 

A Sequential Pay Event will continue until, on the last Business Day of each of the two Due Periods immediately following the Due Period during which such Sequential Pay Event occurred, the Cumulative Default Level remains at or below the limits described above.

“Servicer” shall initially mean Silverleaf in its capacity as servicer under the Indenture, the Backup Servicing Agreement and the Custodial Agreement, and its permitted successors and assigns.

“Servicer Event of Default” shall have the meaning specified in Section 5.4 of the Indenture.

“Servicer Termination Costs& rdquo; shall mean any extraordinary out-of-pocket expenses incurred by the successor servicer associated with the transfer of servicing.

“Servicing Fee” shall mean for any Payment Date, the product of (i) one-twelfth of 1.75% and (ii) the Aggregate Loan Balance as of the first day of the related Due Period.

“Servicing Officer” shall mean those officers of the Servicer involved in, or resp onsible for, the administration and servicing of the Timeshare Loans, as identified on the list of Servicing Officers furnished by the Servicer to the Indenture Trustee and the Noteholders from time to time.

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

“Silverleaf” shall mean Silverleaf Resorts, Inc., a Texas corporation.

“Silverleaf Loans” shall mean the Timeshare Loans conveyed by Silverleaf to the Issuer pursuant to the Transfer Agreement.

“Silverleaf Serviced Timeshare Loan” means any timeshare loan (including any Timeshare Loan conveyed to the Issuer pursuant to the Transfer Agreement or the Loan Sale Agreement) serviced by Silverleaf or an Affiliate thereof for the benefit of the Noteholders, for Silverleaf's own account, or for the accounts of any and all third parties.

“Similar Law” shall mean a provision of federal, state or local law that is substantially similar to the prohibited transaction rules under Section 406 of ERISA or Section 4975 of the Code.

“Stated Maturity” shall mean the Payment Date occurring in May 2022.

“Subsequent Cut-Off Date” shall mean with respect to any Transfer Date, (i) the close of business on the last day of the Due Period immediately preceding such Transfer Date or (ii) such other date designated by the Servicer.

“Subsequent Timeshare Loan” shall mean a Timeshare Loan acquired during the Prefunding Period (i) that complies, as of the related Transfer Date, with each of the representations and warranties contained in the Transfer Agreement, including that such Subsequent Timeshare Loan is an Eligible Timeshare Loan, (ii) that such Subsequent Timeshare Loan will not cause the weighted average coupon rate of the Timeshare Loans to be less than 16.89% after the purchase thereof by the Issuer and the subsequent pled ge thereof pursuant to the Indenture, (iii) that will not cause the weighted average months of seasoning on the Timeshare Loans to be less than 14 months after the purchase thereof by the Issuer and the subsequent pledge thereof pursuant to the Indenture, (iv) that the weighted average FICO scores of such Subsequent Timeshare Loans will not be less than 689 and (v) that such Subsequent Timeshare Loan does not have a stated maturity date later than 24 months prior to the Stated Maturity.

“Substitution Shortfall Amount” shall mean with respect to any Transfer Date, an amount equal to the excess of the aggregate Loan Balances of the substituted Timeshare Loans over the aggregate Loan Balances of the Q ualified Substitute Timeshare Loans.

“Target Overcollateralization Percentage” shall mean, with respect to any Payment Date, a fraction, expressed as a percentage, the numerator of which is the product of (A) 3% and (B) the sum of the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans and the Prefunding Loan Balance on the Closing Date, and the denominator of which is the Aggregate Loan Balance calculated as of the last day of the related Due Period.

“Temporary Regulation S Global Note” shall have the meaning specified in Section 2.2 of the Indenture.

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

“Timeshare Declaration” shall mean the declaration or other document recorded in the real estate records of the applicable municipality or government office where a Resort is located for the purpose of creating and governing the rights of owners of Timeshare Properties related thereto, as it may be in effect from time to time.

“Timeshare Loan” shall mean a Mortgage Loan, Oak N' Spruce Loan, a Qualified Substitute Timeshare Loan or a Subsequent Timeshare Loan subject to the lien of the Indenture. As used in the Transaction Documents, the term “Timeshare Loan” shall include the related Mortgage Note, Mortgage, the Finance Agreement and other Related Security contained in the related Timeshare Loan Documents.

“Timeshare Loan Acquisition Price” shall mean with respect to any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare Loan plus accrued and unpaid interest thereon up to and including the related Cut-Off Date.

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

 

“Timeshare Loan Rate” shall mean with respect to any Timeshare Loan, the specified coupon rate thereon.

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

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

“Timeshare Program Consumer Documents” shall mean, as applicable, the Finance Agreement, Mortgage Note, Mortgage or certificate of beneficial interest, credit disclosures, rescission right notices, final subdivision public reports/prospectuses/public offering statements, the Timeshare Project exchange affiliation agreement and other documents, disclosures and advertising materials used or to be used by an Originator in connection with the sale of Timeshare Properties.

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

“Timeshare Property” shall mean (i) with respect to a Mortgage Loan, a fractional fee simple timeshare interest in a Unit in a Resort entitling the related Obligor to the use and occup ancy of a Unit at the Resort for a specified period of time each year or every other year in perpetuity and (ii) with respect to an Oak N' Spruce Loan, an Oak N' Spruce Certificate.

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

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

“Transaction Documents” shall mean the Indenture, the Transfer Agreement, the Loan Sale Agreement, the Lockbox Agreement, the Backup Servicing Agreement, the Custodial Agreement, the Escrow Agreement, the Note Purchase Agreement and all other agreements, documents or instruments delivered in connection with the transactions contemplated thereby.

“Transfer Agreement” shall mean the transfer agreement, dated as of December 1, 2010, between the Orig inator and the Issuer pursuant to which certain of the Timeshare Loans are transferred to the Issuer.

“Transfer Date” shall mean the date on which the Originator substitutes one or more Timeshare Loans in accordance with Section 4.5 of the Indenture or pledges one or more Subsequent Timeshare Loans in accordance with Section 4.2 of the Indenture.

“Treasury Regulations” shall mean the regu lations, included proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust Accounts” shall mean collectively, the Lockbox Account, the Collection Account, the Prefunding Account, the Capitalized Interest Account and the General Reserve Account.

“UCC< font style="">” means the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time.

“Unit(s)”: One individual air-space residential unit, cabin, villa, cottage or townhome within a Resort, together with all furniture, fixtures and furnishings therein, and together with any and all interests in common elements appurtenant thereto, as provided in the related Timeshare Program Governing Documents.

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