LOAN SALE AGREEMENT AMONG SILVERLEAF FINANCE IV, LLC, as Seller, SILVERLEAF FINANCE IX, LLC, as Purchaser AND SILVERLEAF RESORTS, INC., as Servicer DATED AS OF DECEMBER 1, 2010 LOAN SALE AGREEMENT

(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 its ordinary course of business.

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

(xvii)Custodial Files. It 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 Ag reement.

(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 stan ding 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 it have been duly authorized, executed and delivered by it and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against it 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 it and to general princ iples 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 it 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 perfo rm 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 obligati ons 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 it is required which has not been obtained in connection with the authorization, execution, delivery or performance by it of this Agreement or any of the other Transaction Documents to which it is a party or under the transactions contemplated hereunder or thereunder.

(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, instru ment or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

(viii)Pending Litigation or Other Proceedings. Other than as described in the Private Placement Memorandum, 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.

(ix)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, indivi dually 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.

(x)No Deficiency Accumulation. To the Servicer's Knowledge: (i) with respect to plan years beginning prior to January 1, 2008, neither the Servic er nor any of its Commonly Controlled Affiliates (as defined below) has any “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, with respect to any Employee Pension Benefit Plan (as defined below), and no event has occurred or circumstance exists that may result in any accumulated funding deficiency as of the last day of any plan year beginning before January 1, 2008 of any such plan; (ii) with respect to plan years beginning after December 31, 2007, neither the Servicer nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, and no event has occurred or circumstance exists that may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan; (iii) the Servicer and each of it s Commonly Controlled Affiliates has no outstanding liability for any undisputed contribution required under any Servicer Multiemployer Plan (as defined below); and (iv) the Servicer and each of its Commonly Controlled Affiliates has no outstanding liability for any material disputed contribution required under any Servicer Multiemployer Plan. (a) Neither the Servicer nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) and (b) no event has occurred or circumstance exists that could result in any Withdrawal Liability. Neither the Servicer nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Servicer Multiemployer Plan. For purposes of this subsection, “Commonly Controlled Affiliates” means those direct or indirect affiliates of the Servicer that would be considered a single employer with the Servicer under Section 414(b), (c), (m), or (o) of the Code; “Emp loyee Pension Benefit Plan” means an employee pension benefit plan, as such term is defined in Section 3(2) of ERISA, that is sponsored, maintained or contributed to by the Servicer or any of its Commonly Controlled Affiliates (other than a Servicer Multiemployer Plan); “Multiemployer Plan” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “Servicer Multiemployer Plan” means a Multiemployer Plan to which the Servicer or any of its Commonly Controlled Affiliates contributes or in which the Servicer or any of its Commonly Controlled Affiliates participates; and “Withdrawal Liability” means liability as determined under ERISA for the complete or partial withdrawal of the Servicer or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

(xii)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.

(xiii)Transactions in Ordinary Course. The transactions contemplated by this Agreement are in its ordinary course of business.

(xiv)Foreign Tax Liability. It is not aware of any Obligor under a Timeshare Loan who has withheld any portion of payments due under such Timeshare Loan because of the requirements of a foreign taxing authority, and no foreign taxing authority has contacted it concerning a withholding or other foreign tax liability.

(xv)Oak N' Spruce Loans. With respect to Timeshare Loans that are Oak N' Spruce Loans:

(xvi)Servicing. It is the initial Servicer and has been servicing the Timeshare Loans in accordance with the Servicing Standard.

(xvii)Certified Copy of Contract for Sale. It represents and warrants that each Contract for Sale contained in a Timeshare Loan File is a true, correct and accurate copy of the original Contract for Sale.

(xviii)Timeshare Loan Documents. It represents and warrants that all of the documents evidencing each of the Timeshare Loans are identical in all material respects to the form determined to be valid, binding and enforceable in the applicable state by the corresponding local counsel opinion issued by (I) Weinstock & Scavo, P.C., dated December 27, 2010, pertaining to Georgia law matters, (II) Bulkley, Richardson and Gelinas, LLP, dated December 27, 2010, pertaining to Massachusetts law matters, (III) Stinson Morrison Hecker LLP, dated December 27, 2010, pertaining to Missouri law matters, (IV) Mayer Brown LLP, dated December 27, 2010, pertaining to Illinois law matters, (V) Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P., dated December 27, 2010, pertaining to Texas law matters, and (VI) Holland and Knight LLP, dated December 27, 2010, pertaining to Florida law matters (collectively, the “Local Counsel Opinions”).

(xix)Timeshare Marketing Materials and Disclosure Statements. It represents and warrants that it has provided each of the law firms issuing the Local Counsel Opinions all of the existing marketing materials and disclosure statements in connection with the respective Resort. Moreover, no other marketing materials and disclosure statements exist except for those provided to the respective law firm issuing the Local Counsel Opinion.

(xx)Local Counsel Opinions. The facts regarding it, the Resorts, the Timeshare Loans and related matters set forth or assumed in the Local Counsel Opinions are true and correct in all material respects.

(xxi)Custodial Files. It shall, on or prior to each Transfer 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.

(xxii)Escrow Documents. It shall, on or prior to the ninetieth day following the Closing Date and each Transfer Date, as applicable, deliver or cause the delivery to the Securitization Custodian of the following: (I) with respect to each Mortgage Loan and pre-July 2004 Oak N' Spruce Loan listed on the Schedule of Prior Secured Party's Collateral provided by the Seller, an original recorded Reassignment of Mortgage (which may be a part of a blanket reassignment of more than one Mortgage Loan or pre-July 2004 Oak N' Spruce Loan), showing a complete chain of title from the Prior Secured Party to Seller to the Securitization Indenture Trustee on behalf of the Securitization Noteholders signed by an Authorized Officer of the Seller, Purchaser and each intervening party with evidence of proper recordation or evidence from a third party that submitted such assignment for recording that such assignment has been submitted for recordation, (II)(a) with respect to each pre-July 2004 Oak N' Spruce Loan listed on the Schedule of Prior Secured Party's Collateral provided by the Seller, a file-stamped Oak N' Spruce Financing Statement Amendment evidenci ng the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related pre-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and “Wells Fargo Bank, National Association as Trustee for UBS Real Estate Securities Inc., as Noteholder,” as the assignor, and (b) with respect to each post-July 2004 Oak N' Spruce Loan listed on the Schedule of Prior Secured Party's Oak N' Spruce Loans provided by the Seller, a file-stamped Oak N' Spruce Financing Statement Amendment evidencing the security interest of the Securitization Indenture Trustee and its assigns by naming the Obligor with respect to the related post-July 2004 Oak N' Spruce Loan as debtor, the Securitization Indenture Trustee on behalf of the Securitization Noteholders as the secured party/assignee, and “Wells Fargo Bank, National Association as Trustee for UBS Real Estate Securiti es Inc., as Noteholder,” as the assignor (or, in the alternative, such Oak N' Spruce Financing Statement Amendment may be in the form of an electronic spreadsheet submitted to the Custodian directly by a third party service company listing the filing number, date of filing, debtor and secured party and accompanied by a certification of filing by the third party service company), and (III) all other recorded and/or filed documents provided under the Escrow Agreement.

(xxiii)Prior Secured Parties' Documents. In accordance with the Escrow Agreement, it shall deliver or cause the delivery to the Escrow Agent of the Paydown Letters, Direction Letters, Prior Secured Party Allonges and any other documents required in respect of the Seller.

(xxiv)Title Policies. In accordance with the Escrow Agreement, it shall deliver or cause the delivery of the Title Policies (as defined in the Escrow Agreement) within 90 days of the Closing Date and each Transfer Date, as applicable.

(c)The Servicer hereby makes the representations and warranties relating to the Timeshare Loans contained in Schedule I hereto for the benefit of the Purchaser and its assignees as of t he Closing Date (with respect to each Timeshare Loan transferred on the Closing Date) and as of each Transfer Date (with respect to each Qualified Substitute Timeshare Loan transferred on such Transfer Date), as applicable.

(d)It is understood and agreed that the representations, warranties and covenants set forth in this Section 5 shall survive the (i) transfer of each Timeshare Loan to the Purchaser and (ii) the subsequent pledge of such Timeshare Loans and rights and remedies hereunder to the Securitization Indenture Trustee on behalf of the Securitization Noteholders and shall continue so long as any such Timeshare Loans shall remain outstanding or until such time as such Timeshare Loans are repurchased, purchased or a Qualified Substitute Timeshare Loan is provided pursu ant to Section 6 hereof. Each of the Seller and the Servicer acknowledges that it has been advised that the Purchaser intends to pledge, transfer, assign and convey all of its right, title and interest in and to each Timeshare Loan and its rights and remedies under this Agreement to the Securitization Indenture Trustee on behalf of the Securitization Noteholders. The Seller and the Servicer agree that, upon any such assignment, the Securitization Indenture Trustee may enforce directly, without joinder of the Purchaser (but subject to any defense that Seller or the Servicer, as applicable, may have under this Agreement) all rights and remedies hereunder.

(e)With respect to any representations and warranties contained in Section 5 which are made to the Servicer's Knowledge, if it is discovered that any representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of a Timeshare Loan or the interests of the Purchaser or any subsequent assignee thereof, then notwithstanding such lack of Knowledge of the accuracy of such representation and warranty at the time such representation or warranty was made (without regard to any Knowledge qualifiers), such inaccuracy shall be deemed a breach of such representation or warranty for purposes of the repurchase or substitution obligations described in Sections 6(a)(i) or (ii) below.

SECTION 6.Repurchases and Substitutions.

(b)Payment of Repurchase Prices and Substitution Shortfall Amounts. The Purchaser hereby directs and the Servicer hereby agrees to remit or cause to be remitted all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts payable during the related Due Period in immediately available funds to the Securitization Indenture Trustee to be deposited in the Collection Account on the related Transfer Date in accordance with the provisions of the Securitization Indenture. In the event that more than one Timeshare Loan is substituted pursuant to Section 6(a) hereof on any Transfer Date, the Substitution Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on an aggregate basis for all substitutions made on such Transfer Date.

(c)Schedule of Timeshare Loans. The Purchaser hereby directs and the Servicer hereby agrees, on each date on which a Timeshare Loan has been repurchased or substituted to provide the Purchaser and the Securitization Indenture Trustee with an electronic supplement to Schedule III hereto and the Schedule of Timeshare Loans reflecting the removal or substitution of such Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions of this Agreement.

(d)Qualified Substitute Timeshare Loans. On the related Transfer Date, the Purchaser hereby directs and the Servicer hereby agrees to deliver or to cause the delivery of the Timeshare Loan Files of the related Qualified Substitute Timeshare Loans to the Securitization Indenture Trustee or to the Securitization Custodian, at the direction of the Securitization Indenture Trustee, on the related Transfer Date in accordance with the provisions of the Securitization Indenture. As of such related Transfer Date, the Servicer does hereby transfer, assign, sell and grant to the Purchaser, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Servicer's right, title and interest in and to (i) each Qualified Substitute Timeshare Loan conveyed to the Purchaser on such Transfer Date, (ii) the Receivables in respect of the Qualified Substitute Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declara nt under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of such Qualified Substitute Timeshare Loans, and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing. Upon such sale, the ownership of each Qualified Substitute Timeshare Loan and all collections allocable to principal and interest thereon since the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 6(d) shall immediately vest in the Purchaser, its successors and assigns. The Servicer shall not take any action inconsistent with such ownership nor claim any ownership interest in any Qualified Substitute Timeshare Loan for any purpose whatsoever other than consolidated financial and federal and state income tax reporting. The Servicer agrees that such Qualified Substitute Timeshare Loans shall be subject to the provisions of this Agreement.

(e)Officer's Certificate. The Servicer shall, on each related Transfer Date, certify in writing to the Purchaser and the Securitization Indenture Trustee that each new Timeshare Loan meets all the criteria of the definition of “Qualified Substitute Timeshare Loan” and that (i) the Timeshare Loan Files for such Qualified Substitute Timeshare Loans have been delivered to the Securitization Custodian, and (ii) the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loans have been delivered to the Servicer.

(f)Release. In connection with any repurchase or substitution of one or more Timeshare Loans contemplated by this Section 6, upon satisfaction of the conditions contained in this Section 6, the Purchaser and the Securitization Indenture Trustee shall execute and deliver or shall cause the execution and delivery of such releases and instruments of transfer or assignment presented to it by the Servicer, in each case, without recourse, as shall be necessary to vest in the Servicer or its designee (or to evidence the vesting in such Person of) the legal and beneficial ownership of such released Timeshare Loans. The Purchaser shall cause the Securitization Indenture Trustee to cause the Securitization Custodian to release the related Timeshare Loan Files to Servicer or its designee and the Servicer to release the related Timeshare Loan Servicing Files to itsel f or its designee.

(g)Sole Remedy. It is understood and agreed that the obligations of the Servicer contained in Section 6(a) to cure a material breach, or to repurchase or substitute related Defective Timeshare Loans and the obligation of the Servicer to indemnify pursuant to Section 8 shall constitute the sole remedies available to the Purchaser or its subsequent assignees for the breaches of any of its representations or warranties of the Servicer contained in Section 5, and such remedies are not intended to and do not constitute “credit recourse” to the Servicer.

SECTION 7.Additional Covenants of the Seller and the Servicer.

(a)The Seller hereby covenants and agrees with the Purchaser as follows:

(i)It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its busin ess or 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.

(ii)It shall preserve and maintain for itself its existence (limited liability company or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or 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 of enforceability of the Timeshare Loans.

(iii)On or prior to the Closing Date, it shall indicate in its and any applicable Affiliate's computer files and other records that each Timeshare Loan has been sold to the Purchaser.

(iv)It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Purchaser and that the Purchaser is the owner of such Timeshare Loan.

(v)On or prior to the Closing Date, it shall file or cause to be filed, at its expense, financing statements in favor of the Purchaser and the Securitization Indenture Trustee on behalf of the Securitization Noteholders, with respect to the Timeshare Loans transferred hereunder, in the form and manner reasonably requested by the Purchaser. It shall deliver file-stamped copies of such financing statements to the Purchaser and the Securitization Indenture Trustee on behalf of the Securitization Noteholders.

(vi)It agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Purchaser or th e Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale of the Timeshare Loans, or to enable the Purchaser or the Securitization Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage.

(vii)Any change in its legal name and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed to the Purchaser and the Securitization Indenture Trustee in writing.

(viii)Upon the discovery or receipt of notice by a Responsible Officer of it of a breach of any of its representations or warranties and covenants contained herein, it shall promptly disclose to the Purchaser and the Securitization Indenture Trustee, in reasonable detail, the nature of such breach.

(ix)In the event that it shall receive any payments in respect of a Timeshare Loan after the Closing Date or Transfer Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), it shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.

(x)It will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at its address listed herein.

(xi)In the event that it or the Purchaser or any assignee of the Purchaser should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan from it to the Purchaser, on written demand by the Purchaser, or upon it otherwise being given notice thereof, it shall pay, and otherwise indemnify and hold the Purchaser, and any subsequent assig nee harmless, on an after-tax basis, from and against any and all such transfer taxes.

(xii)It authorizes the Purchaser and the Securitization Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without its signature where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Purchaser confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.

(xiii)It shall not prepare any financial statements or other statements (including any tax filings) which shall account for the transactions contemplated by this Agreement in any manner other than as the sale of the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral by the Seller to the Purchaser.

(b)The Servicer hereby covenants and agrees with the Purchaser as follows:

It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or 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.

(ii)It shall preserve and maintain for itself its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or 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 of enforceability of the Timeshare Loans.

(iii)On or prior to the Closing Date or a Transfer Date, as applicable, it shall indicate in its and any applicable Affiliate's computer files and other records that each Timeshare Loan has been sold to the Purchaser.

(iv)It shall respond to any inquir ies with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Purchaser and that the Purchaser is the owner of such Timeshare Loan.

(v)It agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Purchaser or the Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale of the Timeshare Loans, or to enable the Purchaser or the Securitization Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage.