LOAN AND SECURITY AGREEMENT
  
 Lender
  
 Borrower




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    2Section 1.1 Certain Defined Terms
    
    
    2Section 1.2 Other Definitional Provisions
    
    
    19ARTICLE II THE LOAN
    
    
    19Section 2.1 The Loan
    
    
    19Section 2.2 Use of Proceeds
    
    
    20Section 2.3 Evidence of Indebtedness; Note
    
    
    20Section 2.4 Interest
    
    
    20Section 2.5 Interest Rate Limitation
    
    
    21Section 2.6 Payment of Principal, Interest and Fees
    
    
    21Section 2.7 Optional Prepayments
    
    
    24Section 2.8 Late Charge
    
    
    24Section 2.9 Payments
    
    
    24Section 2.10 Release Fees for Defaulted Timeshare Loans
    
    
    25Section 2.11 Custodial Fee
    
    
    25Section 2.12 Servicing Fee
    
    
    25Section 2.13 Backup Servicing Fee
    
    
    25Section 2.14 Borrowers Unconditional Obligation to Make Payments
    
    
    25Section 2.15 True-Up of Effective Date Payments
    
    
    26ARTICLE III SECURITY
    
    
    26Section 3.1 Grant of Security Interest in Collateral
    
    
    26Section 3.2 Maintenance of Borrowing Base
    
    
    27Section 3.3 Reassignment of Timeshare Loans
    
    
    27Section 3.4 Collections
    
    
    28Section 3.5 Servicing of Timeshare Loans
    
    
    28Section 3.6 Reconciliation Between Collections and Servicing Reports
    
    
    28Section 3.7 Replacement of Agents
    
    
    28Section 3.8 Maintenance of Security
    
    
    28Section 3.9 Permitted Contests
    
    
    29Section 3.10 Liability of Guarantor
    
    
    29ARTICLE IV CLOSING
    
    
    29Section 4.1 Closing Conditions
    
    
    29ARTICLE V BORROWERS REPRESENTATIONS AND WARRANTIES
    
    
    33Section 5.1 Consideration
    
    
    33Section 5.2 Organization
    
    
    33
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PageSection 5.3 Authorization
    
    
    33Section 5.4 Governmental Consents
    
    
    34Section 5.5 Validity
    
    
    34Section 5.6 Financial Position
    
    
    34Section 5.7 Governmental Regulations
    
    
    34Section 5.8 Employee Benefit Plans
    
    
    35Section 5.9 Securities Activities
    
    
    35Section 5.10 No Material Adverse Change
    
    
    35Section 5.11 No Default
    
    
    35Section 5.12 Payment of Taxes
    
    
    35Section 5.13 Litigation
    
    
    35Section 5.14 Ownership of Property; Liens
    
    
    36Section 5.15 Subsidiaries; Equity Interests; Loan Party Information
    
    
    36Section 5.16 No Burdensome Restrictions
    
    
    36Section 5.17 Full Disclosure
    
    
    36Section 5.18 Compliance with Laws and Regulations
    
    
    37Section 5.19 Solvency
    
    
    37Section 5.20 Timeshare Interests
    
    
    37Section 5.21 Affiliate Debt
    
    
    37Section 5.22 Security Documents
    
    
    37Section 5.23 Special Purpose Entity
    
    
    37Section 5.24 Embargoed Persons
    
    
    38Section 5.25 Survival and Additional Representations and Warranties
    
    
    38ARTICLE VI BORROWERS COVENANTS
    
    
    38Section 6.1 Consideration
    
    
    38Section 6.2 Reporting Requirements
    
    
    38Section 6.3 Borrowers Operations and Management
    
    
    40Section 6.4 Modifications
    
    
    42Section 6.5 No Transfers
    
    
    43Section 6.6 Preservation of Security Interests
    
    
    43Section 6.7 Special Purpose Entity
    
    
    43Section 6.8 Prohibition of Fundamental Changes; Sale of Assets, etc.
    
    
    43Section 6.9 Distributions; Restricted Payments
    
    
    43Section 6.10 Liens
    
    
    44Section 6.11 Indebtedness; Guarantees
    
    
    44Section 6.12 Accounts
    
    
    44Section 6.13 Further Assurances
    
    
    44Section 6.14 Covenants Not Exclusive
    
    
    44ARTICLE VII DEFAULT
    
    
    44Section 7.1 Events of Default
    
    
    44Section 7.2 Remedies
    
    
    46Section 7.3 Application of Proceeds During an Event of Default
    
    
    48Section 7.4 Uniform Commercial Code Remedies; Sale; Assembly of Collateral
    
    
    48
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PageSection 7.5 Application of UCC Sale Proceeds
    
    
    48Section 7.6 Authorization to Apply Assets to Payment of Loan
    
    
    49Section 7.7 Lenders Right to Perform
    
    
    49Section 7.8 Waiver of Marshalling
    
    
    49ARTICLE VIII MISCELLANEOUS
    
    
    49Section 8.1 Successors and Assigns; Limited Assignment by Borrower or by Lender
    
    
    49Section 8.2 Notices
    
    
    50Section 8.3 Borrowers Representative
    
    
    51Section 8.4 Amendments, Changes, Waivers, Discharge and Modifications in Writing
    
    
    52Section 8.5 No Waiver; Remedies Cumulative
    
    
    52Section 8.6 Costs, Expenses and Taxes
    
    
    52Section 8.7 Disclaimer by Lender; No Joint Venture
    
    
    53Section 8.8 Indemnification
    
    
    54Section 8.9 Third-Party Fees
    
    
    54Section 8.10 Titles and Headings
    
    
    54Section 8.11 Counterparts
    
    
    55Section 8.12 Lenders Rights with Respect to Loan
    
    
    55Section 8.13 Recourse Obligations
    
    
    55Section 8.14 Confidentiality
    
    
    55Section 8.15 Time is of the Essence
    
    
    56Section 8.16 No Third Parties Benefited
    
    
    56Section 8.17 Severability
    
    
    56Section 8.18 FORUM SELECTION; JURISDICTION; CHOICE OF LAW
    
    
    56Section 8.19 WAIVER OF JURY TRIAL
    
    
    57Section 8.20 Interpretation
    
    
    58Section 8.21 Destruction of Note
    
    
    58Section 8.22 No Relationship With Obligors
    
    
    58Section 8.23 Entire Agreement
    
    
    58Section 8.24 Reliance
    
    
    58EXHIBIT A RECEIVABLES RE-ASSIGNMENT
    
    
    A-1EXHIBIT B FORM OF ENDORSEMENT
    
    
    B-1EXHIBIT C FORM OF ASSIGNMENT
    
    
    C-1SCHEDULE 1 TIMESHARE LOANS AND TIMESHARE INTERESTS
    
    
    1-1SCHEDULE 5.13 LITIGATION SCHEDULE
    
    
    5.13-1SCHEDULE 5.15 GUARANTOR SUBSIDIARIES
    
    
    5.16-1
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LOAN AND SECURITY AGREEMENT
 Loan Agreement Borrower Lender
 RECITALS:
 Tempus
  Tempus Palms Prepetition Lender Tempus
Golf Prepetition Loan Agreement
 Mystic Dunes
 1




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AGREEMENT:
  ARTICLE I
 DEFINITIONS
 Section 1.1 Certain Defined Terms
  AD&C Loan Agreement
 Affiliate
 Agents
 Articles of Organization
 Assignment Exhibit C
 Available Collateral Proceeds provided Section 2.6(a)
 Backup Servicing Agent
 Backup Servicing Agreement
 2




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Bankruptcy Action
 Bankruptcy Code
 Bankruptcy Court
 Borrower
 Borrowing Base
 Borrowing Base Shortfall
 Business Day
 Change of Control
 Chapter 11 Cases
 Collateral
 3




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Collateral Proceeds
 Collection Account
 Custodial Agent
 Custodial Agreement
 Custodial Fee
 Customer Service Fee
 Debt
   4




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clauses (1) through (7)
  Debtors
 Debtor Relief Laws
 Default Rate plus
 Defaulted Timeshare Loan
 Diamond Participant
 Diamond Participation
 5




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DIP Credit Agreement
 Effective Date
 Effective Date Prepayment
 Eligible Timeshare Loan Schedule 1 Section 6.4 Section 6.4
 Embargoed Person Section 5.24
 Event of Default Section 7.1
 Existing Servicer
 Force Majeure Event
 GAAP
 Guarantor
 6




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Guaranty
 Hazardous Materials
 (1)
    
    any oil, flammable substances, explosives, radioactive
materials, hazardous wastes or substances, toxic wastes or substances or any
other materials or pollutants, exposure to which is prohibited, limited or
regulated by any governmental authority pursuant to any Hazardous Materials
Law;(2)
    
    asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment which contain
dielectric fluid containing levels of polychlorinated biphenyls in excess of
fifty (50) parts per million, exposure to which is prohibited, limited or
regulated by any governmental authority pursuant to any Hazardous Materials
Law;(3)
    
    any chemical, material or substance defined as or included in
the definition of hazardous substances, hazardous wastes, hazardous
materials, extremely hazardous waste, restricted hazardous waste, or
toxic substances or words of similar import under any Hazardous Material
Laws; and(4)
    
    any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority pursuant to any
Hazardous Materials Law.
 Hazardous Materials Laws
 7




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Indemnified Party
 Independent Director Independent Manager
      Initial Defaulted Timeshare Loan
 Initial Defaulted Timeshare Loans Release Fee
 Insurance Proceeds
 8




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Intercreditor Agreement
 Interest Period
 Interest Rate st
 Interim Collection Account
 Interim Collection Account Bank
 Interim Lockbox
 Interim Lockbox Agreement
 Interim Servicing Period
 Laws and Regulations
 9




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Lender
 LIBOR The Wall Street Journal
 Loan Section 2.1
 Loan Agreement
 Loan Amount
 Loan Documents
  Lockbox Account 
 Material Adverse Change
     10




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Maturity Date
 Minimum Foreclosure Amount divided by
 Mystic Dunes
 Note
 Obligor
 Obligor Mortgage
  Obligor Note 
 Payment Date th
 Payment Date Invoice Section 2.6(c)
 Person
 Petition Date
 Plan of Reorganization
 Potential Default
 Prepetition Lender
 Prepetition Loan Agreement
 Purchase Contract
 11




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Purchase Contract Upgrade
 Receivables
 Register Section 8.1(b)
 Related Security
 Required Timeshare Approvals
 Resolution
 Responsible Officer
 Security Documents
 Servicing Agent
 12




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Servicing Agreement
 Servicing Fee multiplied by
 Servicing Report Reconciliation
 Servicing Transition Agreement
 Solvent Solvency
 Special Purpose Entity
 13




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14




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Springing Member
 15




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Tempus
 Tempus Golf
 Tempus Palms
 Third Party Consents
 Timeshare Association
 Timeshare Declaration
 Timeshare Interest
 Timeshare Loan Schedule 1
 Timeshare Loan Documents
 Timeshare Loan File
  provided however,
 16




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Timeshare Loan Servicing File
 Timeshare Management Agreement
 Timeshare Manager
 Timeshare Program
 Timeshare Program Consumer Documents
 17




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Timeshare Program Governing Documents
 Timeshare Project
 Transfer
       18




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Unit
 Upgraded Timeshare Loan
 Section 1.2 Other Definitional Provisions
    ARTICLE II
 THE LOAN
 Section 2.1 The Loan
 Section 2.1
 19




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Section 2.2 Use of Proceeds
  Section 2.3 Evidence of Indebtedness; Note
  Section 2.3(a)
 Sections 2.3(a) (b) provided
 Section 2.4 Interest
 Applicable Interest Rate Section 2.4(b)
 Default Interest
 20




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Interest Payment Dates Section 2.6(a)
 Section 2.5 Interest Rate Limitation
  Section 2.6 Payment of Principal, Interest and Fees
 Monthly Application of Collateral Proceeds Section 2.6(a) provided provided however
 first
 21




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second
 third
 fourth
 fifth
 clauses (1) (2)
 Remittance of Certain Payments to Borrower provided however
 Accrued Interest Not Paid by Collateral Proceeds th Payment Date Invoice
 Quarterly Amortization Catch-Up
 22




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provided
 Date
    
    AmountSeptember 30, 2011
    
    $
    71,000,000December 31, 2011
    
    $
    65,500,000March 31, 2012
    
    $
    60,250,000June 30, 2012
    
    $
    55,250,000September 30, 2012
    
    $
    50,250,000December 31, 2012
    
    $
    45,750,000March 31, 2013
    
    $
    41,250,000June 30, 2013
    
    $
    37,000,000September 30, 2013
    
    $
    32,750,000December 31, 2013
    
    $
    29,000,000March 31, 2014
    
    $
    25,250,000June 30, 2014
    
    $
    21,750,000September 30, 2014
    
    $
    18,500,000December 31, 2014
    
    $
    15,750,000March 31, 2015
    
    $
    12,750,000June 30, 2015
    
    Remaining Balance Due
 Borrowing Base Shortfall Payments Section 3.2
 Timeshare Upgrade Prepayments
 Maturity Date Payment
 Payments Set Aside
 23




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Section 2.7 Optional Prepayments
 Section 2.6(a) Section 2.7 Section 2.6(d) i.e.
 Section 2.8 Late Charge
 Section 7.2
 Section 2.9 Payments
 Time and Place of Payment
 24




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Business Days
 Actual/360
 Section 2.10 Release Fees for Defaulted Timeshare Loans
  Section 2.11 Custodial Fee
  Section 2.12 Servicing Fee
 Section 2.6(a)
 Section 2.13 Backup Servicing Fee
  Section 2.14 Borrowers Unconditional Obligation to Make Payments
  25




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Section 2.15 True-Up of Effective Date Payments
 Sections 4.1(o) (p) (q) (r) Effective Date Payment Amounts
 ARTICLE III
 SECURITY
 Section 3.1 Grant of Security Interest in Collateral
 provided however Section 7.2(4)
 26




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Section 3.2 Maintenance of Borrowing Base
 Section 2.6(e)
 Section 3.3 Reassignment of Timeshare Loans
 Ineligible Timeshare Loans Sections 2.6(d) (e) Section 2.6(e)
 Timeshare Upgrades Sections 2.6(d) (e) Section 2.6(f)
 Defaulted Timeshare Loans Sections
2.6(d) (e) Section 2.10 Sections 2.6(d) (e)
 27




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Release Documentation Exhibit A Section 3.3
 Section 3.4 Collections
 provided however Section 2.6(a)
 Section 3.5 Servicing of Timeshare Loans
  Section 3.6 Reconciliation Between Collections and Servicing Reports
  Section 3.7 Replacement of Agents
  Section 3.8 Maintenance of Security
  28




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Section 3.9 Permitted Contests
  Section 3.10 Liability of Guarantor
  ARTICLE IV
 CLOSING
 Section 4.1 Closing Conditions
  Plan of Reorganization
 Event of Default
 Representations and Warranties
 Loan Document Delivery
 29




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Intercreditor Agreement
 Legal Opinions
 Organizational Documents
    30




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Borrower Officers Certificate
     Guarantor Officers Certificate
     Solvency Certificate
 Collateral Documentation
 Timeshare Documents
 31




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Endorsements of Obligor Notes; Assignments of Obligor Mortgages Exhibit B Exhibit C
 Existing Servicer Confirmation
 Credit Reports; Search Reports
 Financing Statements
 Payoff Letters
 32




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Payment of AD&C Debt
 Diamond Participation
 Effective Date Prepayment
 Payment of Transaction Expenses
 ARTICLE V
 BORROWERS REPRESENTATIONS AND WARRANTIES
 Section 5.1 Consideration
 Article V
 Section 5.2 Organization
  Section 5.3 Authorization
  33




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Section 5.4 Governmental Consents
  Section 5.5 Validity
  Section 5.6 Financial Position
 pro forma
 Section 5.7 Governmental Regulations
  34




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Section 5.8 Employee Benefit Plans
  Section 5.9 Securities Activities
  Section 5.10 No Material Adverse Change
  Section 5.11 No Default
  Section 5.12 Payment of Taxes
  Section 5.13 Litigation
 Schedule 5.13
 35




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Section 5.14 Ownership of Property; Liens
  Section 5.15 Subsidiaries; Equity Interests; Loan Party Information
 Schedule 5.15 Schedule 5.15 Schedule 5.15
 Section 5.16 No Burdensome Restrictions
  Section 5.17 Full Disclosure
 provided however
 36




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Section 5.18 Compliance with Laws and Regulations
  Section 5.19 Solvency
  Section 5.20 Timeshare Interests
  Section 5.21 Affiliate Debt.
  Section 5.22 Security Documents
  Section 5.23 Special Purpose Entity
  37




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Section 5.24 Embargoed Persons
 Embargoed Person
 Section 5.25 Survival and Additional Representations and Warranties
 Article V Article V
 ARTICLE VI
 BORROWERS COVENANTS
 Section 6.1 Consideration
 Article VI
 Section 6.2 Reporting Requirements
  Monthly Reports th
 38




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Quarterly Financial Reports
 Annual Financial Statements
 Timeshare Association Financial Statements
 Certificates; Other Information
 Section 6.2(c)
 Sections 6.2(a) (b) (c)
 39




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Notice of Material Adverse Change
 Notice of Defaults or Potential Defaults; Default Under Other Credit Facility
 Notice of Litigation
  Other Information
 Section 6.3 Borrowers Operations and Management
  40




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Compliance with Laws, Etc
 Payment of Taxes and Claims
 Maintenance of Properties; Books and Records
   Change in Nature of Business
 Maintenance of Existence
 Change in State of Organization or Location of Executive Offices
 Transactions with Affiliates
 Change in Control
 Timeshare Collateral
 Inspection
 No Modification of Collateral or Payments by Borrower Section 6.4
 41




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Collection of Collateral
 Section 6.4 Modifications
       42




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Section 6.5 No Transfers
  Section 6.6 Preservation of Security Interests
  Section 6.7 Special Purpose Entity
  Section 6.8 Prohibition of Fundamental Changes; Sale of Assets, etc.
     Section 6.9 Distributions; Restricted Payments
  43




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Section 6.10 Liens
  Section 6.11 Indebtedness; Guarantees
  Section 6.12 Accounts
  Section 6.13 Further Assurances
  Section 6.14 Covenants Not Exclusive
  ARTICLE VII
 DEFAULT
 Section 7.1 Events of Default
 Event of
Default
  44




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Section 7.1 provided provided further however Section 7.1(c)
    Section 3.2
      45




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Section 7.1
    Section 7.2 Remedies
   46




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Section 7.2(b) provided however Section 7.2(b)
 Article VII
 Section
7.1(n)
 47




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Section 7.3 Application of Proceeds During an Event of Default
 provided
 Section 7.4 Uniform Commercial Code Remedies; Sale; Assembly of Collateral
 UCC Remedies; Sale of Collateral Section 7.5
 Lenders Right to Execute Conveyances Section 7.4 provided however Section 7.4(b)
 Obligation to Assemble Collateral
 Section 7.5 Application of UCC Sale Proceeds
 Section 7.4
 48




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Section 7.6 Authorization to Apply Assets to Payment of Loan
  Section 7.7 Lenders Right to Perform
     Section 7.8 Waiver of Marshalling
  ARTICLE VIII
 MISCELLANEOUS
 Section 8.1 Successors and Assigns; Limited Assignment by Borrower or by Lender.
  49




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Section 2.6 Register pro rata
 Section 8.2 Notices
       The addresses for notices are as follows:To Lender:
    
    Resort Finance America, LLC100 Crescent Court, Suite 260Dallas, Texas 75201Attention: Chief Risk Officer, SecretaryTelephone No.: (469) 554-7900Telecopier No.: (214) 224-0165To Borrower:
    
    Mystic Dunes Receivables, LLC10615 Park Run DriveLas Vegas, NV 89144Attn: General CounselTelephone: (702) 823-7550Telecopy: (702) 765-8615
 50




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With a copy to:
    
    Diamond Resorts Financial Services, Inc.10600 West Charleston Blvd.Las Vegas, NV 89135Attn: VP, Client and Loan Services andGeneral CounselTelephone: (702) 823-7350Telecopy: (702) 804-8632With a copy to:
    
    Katten Muchin Rosenman LLP525 West Monroe Street, Suite 1900Chicago, IL 60661Attn: Ann Marie SinkTelephone: (312) 902-5200Telecopy: (312) 577-8907
  Section 8.3 Borrowers Representative
        51




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Section 8.4 Amendments, Changes, Waivers, Discharge and Modifications in Writing
  Section 8.5 No Waiver; Remedies Cumulative
  Section 8.6 Costs, Expenses and Taxes
 provided Cap
     52




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provided
  Section 8.6(a)
 Section 8.6
 Section 8.7 Disclaimer by Lender; No Joint Venture
     53




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Section 8.8 Indemnification
      Section 8.8
 Section 8.9 Third-Party Fees
  Section 8.10 Titles and Headings
  54




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Section 8.11 Counterparts
  Section 8.12 Lenders Rights with Respect to Loan
 Section 8.1
 Section 8.13 Recourse Obligations
  Section 8.14 Confidentiality
 Section
8.14 Section 8.11
 55




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Section 8.15 Time is of the Essence
  Section 8.16 No Third Parties Benefited
  Section 8.17 Severability
  Section 8.18 FORUM SELECTION; JURISDICTION; CHOICE OF LAW
  56




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Section 8.19 WAIVER OF JURY TRIAL
 BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY
JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND
EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER
ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF
THIS WAIVER.
 57




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Section 8.20 Interpretation
  Section 8.21 Destruction of Note
  Section 8.22 No Relationship With Obligors
  Section 8.23 Entire Agreement
  Section 8.24 Reliance
   58




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BORROWER:
MYSTIC DUNES RECEIVABLES, LLC,
a Delaware limited liability companyBy:
    /s/ David F. PalmerPrinted Name:
    David F. PalmerTitle:
    President




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LENDER:
RESORT FINANCE AMERICA, LLC,
a Delaware limited liability companyBy:
    /s/ Clifton M. Dugas IIPrinted Name:
    Clifton M. Dugas IITitle:
    Secretary




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EXHIBIT A
 RECEIVABLES RE-ASSIGNMENT
 
 Willkie Farr & Gallagher LLP
 ASSIGNMENT OF MORTGAGES
 RFA Collateral
 Mystic Dunes Exhibit A Mortgages
  Signatures to follow
 A-1




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Signed, Sealed and Delivered
In the Presence of:
    
    
    
    RESORT FINANCE AMERICA, LLCBy:Print Name:
    
    


    
    
    
    Name:Its:Print Name:
 STATE OF
    
    )) ss:COUNTY OF
    
    )
  Notary Public, State ofPrint Name  A-2




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EXHIBIT A TO ASSIGNMENT OF MORTGAGE(S)
 Contract #
    
    Real Property1
    
    Date of Mortgage
    
    Mortgage
Recording
Information2
    
    Original Principal
Amt. Secured
 
 1
    
    All of said Timeshare interests being in (real property description)2
    
    (Date of Recording and either Timeshare Loan Number or Adequate Recording Book and Page References). A-3




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EXHIBIT B
FORM OF ENDORSEMENT AND
ALLONGE TO CONSUMER PROMISSORY NOTE
   RESORT FINANCE AMERICA, LLC,
a Delaware limited liability companyBY:PRINT NAME:TITLE:   MYSTIC DUNES, LLC,
a Delaware limited liability companyBY:PRINT NAME:TITLE:   MYSTIC DUNES RECEIVABLES, LLC,
a Delaware limited liability companyBY:PRINT NAME:TITLE: B-1




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EXHIBIT C
 FORM OF ASSIGNMENT
 
 Willkie Farr & Gallagher LLP
 ASSIGNMENT OF MORTGAGES
 Mystic Dunes Collateral
 Mystic Dunes Receivables Exhibit
A Mortgages
  Signatures to follow
 C-1




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Signed, Sealed and Delivered
In the Presence of:
    
    
    
    MYSTIC DUNES LLCBy:Print Name:
    
    
    
    
    
    
    
    Name:Its:Print Name:
 STATE OF
    
    )) ss:COUNTY OF
    
    )
  Notary Public, State ofPrint Name  C-2




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EXHIBIT A
TO
ASSIGNMENT OF MORTGAGE(S)
 Contract #
    
    Real Property3
    
    Date of Mortgage
    
    Mortgage
Recording
Information4
    
    Original Principal
Amt. Secured
 
 3
    
    All of said Timeshare interests being in (real
property description)4
    
    (Date of Recording and either Timeshare Loan
Number or Adequate Recording Book and Page References). C-3




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Willkie Farr & Gallagher LLP
 ASSIGNMENT OF MORTGAGES
 Mystic Dunes Receivables Collateral
 RFA Exhibit A Mortgages
  Signatures to follow
 C-4




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Signed, Sealed and DeliveredIn the Presence of:
    
    MYSTIC DUNES RECEIVABLES LLCBy:Print Name:
    
    Name:Its:Print Name:
 STATE OF
    
    
    )
)
    
    
    ss:COUNTY OF
    
    
    )
  Notary Public, State of

Print Name
  C-5




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EXHIBIT A
TO
ASSIGNMENT OF MORTGAGE(S)
 Contract #
    
    Real
Property5
    
    Date of Mortgage
    
    Mortgage
Recording
Information6
    
    Original Principal
Amt. Secured
 
 5
    
    All of said Timeshare interests being in (real property description)6
    
    (Date of Recording and either Timeshare Loan Number or Adequate Recording Book and Page References). C-6




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SCHEDULE 1
 TIMESHARE LOANS PLEDGED TO LENDER
  1




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SCHEDULE 5.13

LITIGATION SCHEDULE
   1




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SCHEDULE 5.15
Guarantor Subsidiaries
 
 
 1