TRANSFER AGREEMENT BETWEEN SILVERLEAF RESORTS, INC. AND SILVERLEAF FINANCE III, LLC DATED AS OF JULY 1, 2005

Ex. 10.3

BETWEEN

SILVERLEAF RESORTS, INC.

AND

SILVERLEAF FINANCE III, LLC

DATED AS OF JULY 1, 2005

TRANSFER AGREEMENT

          This TRANSFER AGREEMENT (this “Agreement”), dated as of July 1, 2005, is between Silverleaf Resorts, Inc., a Texas corporation (“Originator”) and Silverleaf Finance III, LLC, a Delaware limited liability company (the “Issuer”), and their respective permitted successors and assigns.

W I T N E S S E T H :

          WHEREAS, the Issuer has been established as a bankruptcy-remote entity owned by Originator 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 and Oak N’ Spruce 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 July 1, 2005 (the “Closing Date”), the Issuer intends to pledge such Transferred Assets acquired thereby to ▇▇▇▇▇ 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 July 1, 2005 (the “Securitization Indenture”), by and among the Issuer, Silverleaf Resorts, Inc., in its capacity as servicer (the “Securitization Servicer”) and the Securitization Indenture Trustee, to secure the Issuer’s (i) 4.857% Timeshare Loan-Backed Notes, Series 2005-A, Class A Notes, (ii) 5.158% Timeshare Loan-Backed Notes, Series 2005-A, Class B Notes, (iii) 5.758% Timeshare Loan-Backed Notes, Series 2005-A, Class C Notes and (iv) 6.756% Timeshare Loan-Backed Notes, Series 2005-A, Class D Notes (collectively, the “Securitization Notes”);

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

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

          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) Timeshare Loans.

(i) Effective as of the Closing Date, but subject to the terms and conditions of this Agreement (including, without limitation, subsection (e) below), the Originator hereby sells (“Sale” or “Sold”) or contributes (“Contribute” or “Contribution”) (in each case to the extent described in subsection (e) below) and otherwise transfers, assigns, and conveys to the Issuer, without recourse (except to the extent specifically provided herein), and the Issuer hereby agrees to purchase or accept a contribution of (in each case to the extent described in subsection (e) below) and otherwise acquires, all right, title and interest of the Originator in and to the Timeshare Loans included on the schedule delivered to the Issuer on the Closing Date (as further described in subsection (f) below), together with the Timeshare Properties, Related Security and other conveyed property related thereto. In connection with the initial transfer, Originator shall transfer, or cause the deposit, into the Lockbox Account of all amounts received by the Originator 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 Originator hereby acknowledges that each sale, contribution and conveyance to the Issuer hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Originator.

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

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

          (d) Limitation of Liability. None of the Issuer or any subsequent assignee of the Issuer shall have any obligation or liability with respect to any Timeshare Loan nor shall the Issuer 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 Issuer, the Originator or any subsequent assignee herewith and any such liability is hereby expressly disclaimed.

          (e) Purchase Price/Capital Contribution. 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 Purchase Price with respect thereto. Such Purchase Price shall be paid by means of an immediate cash payment to the Originator by wire transfer on the applicable conveyance date to an account designated by the Originator on or before such conveyance date or by means of proper accounting entries being entered upon the accounts and records of the Originator and the Issuer on the applicable conveyance date. To the extent that the cash amount received for any Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral Sold by the Originator to the Issuer hereunder is less than the Purchase Price of such property at the time of the applicable Sale, the shortfall shall be deemed to have been Contributed by the Originator to the capital of the Issuer on the applicable conveyance date.

          (f) Schedule of Timeshare Loans. Upon the Originator’s Sale or Contribution of the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral to the Issuer, the Originator shall deliver a schedule of Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral, 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 transfer of Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale and/or contribution by the Originator to the Issuer 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 and/or contribution, it is the intention of the parties hereto that the Originator shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of Originator’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 Originator as “debtor” and the Issuer as “secured

party” in any such 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 and/or contribution to the Issuer of such Originator’s entire right, title and interest in and to the Transferred Assets.

          Each of the Originator, the Issuer 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 Issuer.

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

          (a) All representations and warranties of Originator 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 Originator shall have delivered to the Issuer, the Securitization Indenture Trustee and the 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 Originator 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 and (ii) the Timeshare Loan Servicing Files to the Securitization Servicer.

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

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

          (e) The Securitization Notes shall be issued and sold on the Closing Date, and the Issuer shall receive the full consideration due it upon the issuance of the Securitization Notes, and the Issuer shall have applied such consideration to the extent necessary, to pay that certain price (the “Timeshare Loan Acquisition Price”) for each Timeshare Loan, except to the extent that the Originator has made a Contribution to the Issuer pursuant to Section 2(e).

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

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

          SECTION 5. Representations and Warranties and Certain Covenants of Originator.

          (a) Originator represents and warrants to the Issuer 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 transferred on such Transfer Date) 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 this Agreement or any other related documents (the “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) 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 Originator have been duly authorized, executed and delivered by Originator and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against Originator 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 Originator 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 Originator 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 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 Originator is required which has not been obtained in connection with the authorization, execution, delivery or performance by Originator of this Agreement or any of the other Transaction Documents to which Originator 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 Issuer 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. Other than as described in the Offering Circular, 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, 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 or the Originator’s ability to perform its respective obligations under this Agreement, which have not been disclosed herein or therein or in the certificates and other documents furnished to the Issuer by or on its behalf pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

          (xi) 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.

          (xii) 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.

          (xiii) 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 Issuer 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.

          (xiv) Place of Business. The principal place of business and chief executive office where it keeps its records concerning the Timeshare Loans will be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other place specified by it by written notice to the Issuer and the Securitization Indenture Trustee). It is a corporation formed under the laws of the State of Texas.

          (xv) 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 or the Originator 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.

          (xvi) Oak N’ Spruce Loans. With respect to Timeshare Loans that are Oak N’ Spruce Loans:

          (A) The Oak N’ Spruce Trust is a trust duly, formed, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts. The Oak N’ Spruce Trust is authorized to transact business in no other state;

          (B) Silverleaf possesses all requisite franchises, operating rights, licenses, permits, consents, authorizations, exemptions and orders as are necessary to discharge its obligations under the Finance Agreement;

          (C) Silverleaf holds all right, title and interest in and to all of the Timeshare Properties related to the Oak N’ Spruce Loans solely for the benefit of the beneficiaries referred to in, and subject in each case to the provisions of, the Finance Agreement and the other documents and agreements related thereto;

          (D) There are no actions, suits, proceedings, orders or injunctions pending against the Oak N’ Spruce Trust or Oak N’ Spruce Trustee, at law

or in equity, or before or by any governmental authority which, if adversely determined, could reasonably be expect to have a material adverse effect on the Trust Estate or the Oak N’ Spruce Trustee’s ability to perform its obligations under the Trust Documents;

          (E) Neither the Oak N’ Spruce Trust nor the Oak N’ Spruce Trustee has incurred any indebtedness for borrowed money (directly, by guarantee, or otherwise);

          (F) All ad valorem taxes and other taxes and assessments against the Oak N’ Spruce Trust and/or its trust estate have been paid when due and neither the Originator nor the Oak N’ Spruce Trustee knows of any basis for any additional taxes or assessments against any such property. The Oak N’ Spruce Trust has filed all required tax returns and has paid all taxes shown to be due and payable on such returns, including all taxes in respect of sales of Owner Beneficiary Rights (as defined in the Finance Agreement);

          (G) The Oak N’ Spruce Trust and the Oak N’ Spruce Trustee are in compliance with all applicable laws, statutes, rules and governmental regulations applicable to it and in compliance with each instrument, agreement or document to which it is a party or by which it is bound, including, without limitation, the Finance Agreement except where the failure to comply herein 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;

          (H) The Originator shall continue to control and manage the Oak N’ Spruce Trust, and Originator shall not take any action to cause the Oak N’ Spruce Trustee to control or manage the Oak N’ Spruce Trust;

          (I) The Oak N’ Spruce Trustee is a wholly-owned subsidiary of Silverleaf and is controlled by Silverleaf. Silverleaf shall cause Silverleaf Berkshires, Inc. shall remain the Oak N’ Spruce Trustee and a wholly-owned subsidiary of Silverleaf, and Silverleaf shall maintain the existence of Silverleaf Berkshires, Inc. as a Texas corporation, with all the requisite corporate powers and authority as exists on the Closing Date; and

          (J) Silverleaf shall comply, and shall cause the Oak N’ Spruce Trustee to comply, with all the terms and conditions of the Oak N’ Spruce Trust Agreement and all other related documents.

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

          (xviii) 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.

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

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

          (xxi) No Conveyance. Silverleaf 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 Noteholders.

          (xxii) Timeshare Loan Documents. Originator represents and warrants that all of the documents evidencing each of the Timeshare Loans are in a form determined to be valid, binding and enforceable in the applicable state by the corresponding local counsel opinion issued by (I) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C. dated as of July 26, 2005 pertaining to Georgia law matters, (II) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLP dated as of July 26, 2005 pertaining to Massachusetts law matters, (III) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP dated as of July 26, 2005 pertaining to Missouri law matters, (IV) Mayer, Brown, ▇▇▇▇ & Maw LLP dated as of July 26, 2005 pertaining to Illinois law matters and (V) Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P. dated as of July 26, 2005 pertaining to Texas law matters (collectively, the “Local Counsel Opinions”).

          (xxiii) Timeshare Marketing Materials and Disclosure Statements. Originator 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.

          (xxiv) Local Counsel Opinions. The facts regarding the Originator, 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.

          (xxv) Bankruptcy Opinion. The facts regarding the Originator, the Issuer, the Resorts, the Timeshare Loans and related matters set forth or assumed in the opinion issued by Mayer, Brown, ▇▇▇▇ & Maw LLP dated as of July 26, 2005 pertaining to bankruptcy law matters are true and correct in all material respects.

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

          (xxvii) Escrow Documents. Originator shall, on or prior to the ninetieth day following the date of the Escrow and Closing Agreement, deliver or cause the delivery to the Custodian the following: (I) with respect to a Mortgage Loan, an original recorded Assignment of Mortgage (which may be a part of a blanket assignment of more than one Mortgage Loan), showing a complete chain of title from Originator to the Indenture Trustee on behalf of the Noteholders signed by an Authorized Officer of the Originator 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) with respect to an Oak N’ Spruce Loan (pre-July 2004), an original recorded Mortgage and Assignment of Beneficial Interest with Property Description Addendum or Assignment of Beneficial Interest with Property Description Addendum (which may be a part of a blanket assignment of more than one Oak N’ Spruce Loan), showing a complete chain of title from Originator to the Indenture Trustee on behalf of the Noteholders signed by an Authorized Officer of the Originator 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, (III) Title Policies (as defined in the Escrow and Closing Agreement) and (IV) all other recorded and/or filed documents provided under the Escrow and Closing Agreement.

          (xxviii) Prior Secured Parties’ Documents. In accordance with the Escrow and Closing Agreement, Originator shall deliver or cause the delivery of the Escrow Documents for each of the respective Prior Secured Parties to the Escrow Agent.

          (b) Originator hereby makes the representations and warranties relating to the Timeshare Loans contained in Schedule I hereto for the benefit of the Issuer and its assignees as of the 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.

          (c) 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 Issuer 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 pursuant to Section 6 hereof. The Originator acknowledges that it has been advised that the Issuer 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 Originator agrees that, upon any such assignment, the Securitization Indenture Trustee may enforce directly, without joinder of the Issuer (but subject to any defense that Originator may have under this Agreement) all rights and remedies hereunder.

          (d) With respect to any representations and warranties contained in Section 5

stamped copies of such financing statements to the Issuer 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 Issuer or the Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale or contribution of the Timeshare Loans, or to enable the Issuer 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 the legal name of the Originator 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 Issuer and the Securitization Indenture Trustee in writing.

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

          (ix) In the event that Originator 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) Originator will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Originator listed herein.

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

          (xii) The Originator authorizes the Issuer 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 the signature of the Originator where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer 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) The Originator 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, or a capital contribution of, the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral by the Originator to the Issuer.

          SECTION 8. Indemnification.

          (a) Originator hereby agrees to indemnify the Issuer, the Securitization Indenture Trustee, the Securitization Noteholders and the Initial Purchaser (collectively, the “Indemnified Parties”) against any and all claims, losses, liabilities, (including reasonable legal fees and related costs) that the Issuer, the Securitization Indenture Trustee, the Securitization Noteholders or the Initial Purchaser may sustain directly related to any breach of the representations and warranties and covenants of Originator under Section 5 hereof (the “Indemnified Amounts”) excluding, however (i) Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party; (ii) any recourse for any uncollectible Timeshare Loan not related to a breach of representation or warranty; (iii) recourse to Originator for a related Defective Timeshare Loan so long as the same is cured, substituted or repurchased pursuant to Section 6 hereof; or (iv) income or similar taxes by such Indemnified Party arising out of or as a result of this Agreement or the transfer of the Timeshare Loans. The parties hereto shall (A) promptly notify the other parties hereto, the Securitization Indenture Trustee if a claim is made by a third party with respect to this Agreement or the Timeshare Loans, and relating to (1) the failure by Originator to perform its duties in accordance with the terms of this Agreement or (2) a breach of Originator’s representations, covenants or warranties contained in this Agreement, (B) assume (with the consent of the Issuer, the Securitization Indenture Trustee, the Securitization Noteholders or the Initial Purchaser, as applicable, which consent shall not be unreasonably withheld) the defense of any such claim and pay all expenses in connection therewith, including legal counsel fees and (C) promptly pay, discharge and satisfy any judgment, order or decree which may be entered against it or the Issuer, the Securitization Indenture Trustee, the Securitization Noteholders or the Initial Purchaser in respect of such claim. If Originator shall have made any indemnity payment pursuant to this Section 8 and the recipient thereafter collects from another Person any amount relating to the matters covered by the foregoing indemnity, the recipient shall promptly repay such amount to Originator.

          (b) The obligations of Originator under this Section 8 to indemnify the Issuer, the Securitization Indenture Trustee, the Securitization Noteholders and the Initial Purchaser shall survive the termination of this Agreement and continue until the Notes are paid in full or otherwise released or discharged.

          SECTION 9. No Proceedings. The Originator hereby agrees that it will not, directly or indirectly, institute, or cause to be instituted, or join any Person in instituting, against the Issuer or any Association, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar

          SECTION 13. Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Originator from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Securitization Indenture Trustee on behalf of the Securitization Noteholders is given and confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Issuer shall provide or cause to be provided to the Securitization Indenture Trustee and the Rating Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Originator in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Originator acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to each Timeshare Loan to the Securitization Indenture Trustee on behalf of the Securitization Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer, in part, to purchase the Timeshare Loans hereunder.

          SECTION 14. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation, shall not in any way be affected or impaired thereby in any other jurisdiction. Without limiting the generality of the foregoing, in the event that a Governmental Authority determines that the Issuer may not purchase or acquire Timeshare Loans, the transactions evidenced hereby shall constitute a loan and not a purchase and sale or contribution, notwithstanding the otherwise applicable intent of the parties hereto, and the Originator shall be deemed to have granted to the Issuer as of the date hereof, a first priority perfected security interest in all of the Originator’s right, title and interest in, to and under such Timeshare Loans and the related property as described in Section 2 hereof.

          SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

     (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.

     (B) THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE PARTIES HERETO EACH WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS

TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 15 SHALL AFFECT THE RIGHT OF THE PARTIES TO THIS AGREEMENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.

          SECTION 16. Heading. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

          SECTION 17. Execution in Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duty authorized, as of the date first above written.

[Signature Page to the Transfer Agreement]

List of Schedules and Exhibits to Agreement not filed herewith:

Schedule I Representations and Warranties relating to Timeshare Loans
Appendix A Standard Definitions
Schedule II Exceptions
Schedule of Timeshare Loans
Exhibit A ACH Form