exv10w4






Exhibit 10.4




Execution Copy




DIAMOND RESORTS OWNER TRUST 2009-1,

as Issuer




DIAMOND RESORTS FINANCIAL SERVICES, INC.

as Servicer



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee and Back-Up Servicer




 



INDENTURE



Dated as of October 1, 2009



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
	 	 	2	 
	 
	 	 	 	 
	Section 1.01 General Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 1.02 Compliance Certificates and Opinions
	 	 	2	 
	 
	 	 	 	 
	Section 1.03 Form of Documents Delivered to Indenture Trustee
	 	 	2	 
	 
	 	 	 	 
	Section 1.04 Acts of Noteholders, etc
	 	 	3	 
	 
	 	 	 	 
	Section 1.05 Notice to Noteholders; Waiver
	 	 	4	 
	 
	 	 	 	 
	Section 1.06 Effect of Headings and Table of Contents
	 	 	5	 
	 
	 	 	 	 
	Section 1.07 Successors and Assigns
	 	 	5	 
	 
	 	 	 	 
	Section 1.08 Governing Law
	 	 	5	 
	 
	 	 	 	 
	Section 1.09 Legal Holidays
	 	 	5	 
	 
	 	 	 	 
	Section 1.10 Execution in Counterparts
	 	 	5	 
	 
	 	 	 	 
	Section 1.11 Inspection
	 	 	6	 
	 
	 	 	 	 
	Section 1.12 Survival of Representations and Warranties
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II THE NOTES
	 	 	6	 
	 
	 	 	 	 
	Section 2.01 General Provisions
	 	 	6	 
	 
	 	 	 	 
	Section 2.02 Global Notes
	 	 	7	 
	 
	 	 	 	 
	Section 2.03 Definitive Notes
	 	 	8	 
	 
	 	 	 	 
	Section 2.04 Registration, Transfer and Exchange of Notes
	 	 	8	 
	 
	 	 	 	 
	Section 2.05 Mutilated, Destroyed, Lost and Stolen Notes
	 	 	12	 
	 
	 	 	 	 
	Section 2.06 Payment of Interest and Principal; Rights Preserved
	 	 	13	 
	 
	 	 	 	 
	Section 2.07 Persons Deemed Owners
	 	 	13	 
	 
	 	 	 	 
	Section 2.08 Cancellation
	 	 	14	 
	 
	 	 	 	 
	Section 2.09 Noteholder Lists
	 	 	14	 






i









 






	 	 	 	 	 
	Section 2.10 Treasury Notes
	 	 	14	 
	 
	 	 	 	 
	Section 2.11 Notice to Depository
	 	 	14	 
	 
	 	 	 	 
	ARTICLE III ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS;
REPORTS
	 	 	15	 
	 
	 	 	 	 
	Section 3.01 Trust Accounts; Investments by Indenture Trustee
	 	 	15	 
	 
	 	 	 	 
	Section 3.02 Establishment and Administration of the Trust Accounts
	 	 	17	 
	 
	 	 	 	 
	Section 3.03 [Reserved]
	 	 	19	 
	 
	 	 	 	 
	Section 3.04 Distributions
	 	 	19	 
	 
	 	 	 	 
	Section 3.05 Reports to Noteholders
	 	 	20	 
	 
	 	 	 	 
	Section 3.06 Note Balance Write-Down Amounts
	 	 	21	 
	 
	 	 	 	 
	Section 3.07 Withholding Taxes
	 	 	21	 
	 
	 	 	 	 
	ARTICLE IV THE TRUST ESTATE
	 	 	21	 
	 
	 	 	 	 
	Section 4.01 Acceptance by Indenture Trustee
	 	 	21	 
	 
	 	 	 	 
	Section 4.02 Grant of Security Interest; Tax Treatment
	 	 	22	 
	 
	 	 	 	 
	Section 4.03 Further Action Evidencing Assignments
	 	 	22	 
	 
	 	 	 	 
	Section 4.04 Substitution and Repurchase of Timeshare Loans
	 	 	23	 
	 
	 	 	 	 
	Section 4.05 Release of Lien
	 	 	24	 
	 
	 	 	 	 
	Section 4.06 Appointment of Custodian
	 	 	25	 
	 
	 	 	 	 
	Section 4.07 Sale of Timeshare Loans
	 	 	25	 
	 
	 	 	 	 
	ARTICLE V SERVICING OF TIMESHARE LOANS
	 	 	25	 
	 
	 	 	 	 
	Section 5.01 Appointment of Servicer; Servicing Standard
	 	 	25	 
	 
	 	 	 	 
	Section 5.02 Payments on the Timeshare Loans
	 	 	25	 
	 
	 	 	 	 
	Section 5.03 Duties and Responsibilities of the Servicer
	 	 	27	 
	 
	 	 	 	 
	Section 5.04 Servicer Events of Default
	 	 	30	 
	 
	 	 	 	 
	Section 5.05 Accountings; Statements and Reports
	 	 	31	 
	 
	 	 	 	 
	Section 5.06 Records
	 	 	33	 






ii









 






	 	 	 	 	 
	Section 5.07 Fidelity Bond; Errors and Omissions Insurance
	 	 	33	 
	 
	 	 	 	 
	Section 5.08 Merger or Consolidation of the Servicer
	 	 	34	 
	 
	 	 	 	 
	Section 5.09 Sub-Servicing
	 	 	34	 
	 
	 	 	 	 
	Section 5.10 Servicer Resignation
	 	 	34	 
	 
	 	 	 	 
	Section 5.11 Fees and Expenses
	 	 	35	 
	 
	 	 	 	 
	Section 5.12 Access to Certain Documentation
	 	 	35	 
	 
	 	 	 	 
	Section 5.13 No Offset
	 	 	35	 
	 
	 	 	 	 
	Section 5.14 Cooperation
	 	 	35	 
	 
	 	 	 	 
	Section 5.15 Indemnification; Third Party Claim
	 	 	36	 
	 
	 	 	 	 
	Section 5.16 Back-Up Servicer and Successor Servicer
	 	 	36	 
	 
	 	 	 	 
	Section 5.17 Limitation on Liability
	 	 	39	 
	 
	 	 	 	 
	Section 5.18 Recordation
	 	 	39	 
	 
	 	 	 	 
	Section 5.19 St. Maarten Notice
	 	 	39	 
	 
	 	 	 	 
	ARTICLE VI EVENTS OF DEFAULT; REMEDIES
	 	 	39	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	39	 
	 
	 	 	 	 
	Section 6.02 Acceleration of Maturity; Rescission and Annulment
	 	 	41	 
	 
	 	 	 	 
	Section 6.03 Remedies
	 	 	42	 
	 
	 	 	 	 
	Section 6.04 Indenture Trustee May File Proofs of Claim
	 	 	43	 
	 
	 	 	 	 
	Section 6.05 Indenture Trustee May Enforce Claims Without Possession of
Notes
	 	 	44	 
	 
	 	 	 	 
	Section 6.06 Application of Money Collected
	 	 	44	 
	 
	 	 	 	 
	Section 6.07 Limitation on Suits
	 	 	45	 
	 
	 	 	 	 
	Section 6.08 Unconditional Right of Noteholders to Receive Principal and
Interest
	 	 	45	 
	 
	 	 	 	 
	Section 6.09 Restoration of Rights and Remedies
	 	 	46	 
	 
	 	 	 	 
	Section 6.10 Rights and Remedies Cumulative
	 	 	46	 






iii









 






	 	 	 	 	 
	Section 6.11 Delay or Omission Not Waiver
	 	 	46	 
	 
	 	 	 	 
	Section 6.12 Control by Noteholders
	 	 	46	 
	 
	 	 	 	 
	Section 6.13 Waiver of Events of Default
	 	 	47	 
	 
	 	 	 	 
	Section 6.14 Undertaking for Costs
	 	 	47	 
	 
	 	 	 	 
	Section 6.15 Waiver of Stay or Extension Laws
	 	 	47	 
	 
	 	 	 	 
	Section 6.16 Sale of Trust Estate
	 	 	48	 
	 
	 	 	 	 
	ARTICLE VII THE INDENTURE TRUSTEE
	 	 	49	 
	 
	 	 	 	 
	Section 7.01 Certain Duties
	 	 	49	 
	 
	 	 	 	 
	Section 7.02 Notice of Events of Default and Rapid Amortization Period
	 	 	50	 
	 
	 	 	 	 
	Section 7.03 Certain Matters Affecting the Indenture Trustee
	 	 	50	 
	 
	 	 	 	 
	Section 7.04 Indenture Trustee Not Liable for Notes or Timeshare Loans
	 	 	51	 
	 
	 	 	 	 
	Section 7.05 Indenture Trustee May Own Notes
	 	 	52	 
	 
	 	 	 	 
	Section 7.06 Indenture Trustee’s Fees and Expenses
	 	 	52	 
	 
	 	 	 	 
	Section 7.07 Eligibility Requirements for Indenture Trustee
	 	 	52	 
	 
	 	 	 	 
	Section 7.08 Resignation or Removal of Indenture Trustee
	 	 	52	 
	 
	 	 	 	 
	Section 7.09 Successor Indenture Trustee
	 	 	53	 
	 
	 	 	 	 
	Section 7.10 Merger or Consolidation of Indenture Trustee
	 	 	54	 
	 
	 	 	 	 
	Section 7.11 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	 	 	54	 
	 
	 	 	 	 
	Section 7.12 Note Registrar Rights
	 	 	56	 
	 
	 	 	 	 
	Section 7.13 Authorization
	 	 	56	 
	 
	 	 	 	 
	ARTICLE VIII COVENANTS
	 	 	56	 
	 
	 	 	 	 
	Section 8.01 Payment of Principal and Interest
	 	 	56	 
	 
	 	 	 	 
	Section 8.02 Maintenance of Office or Agency; Chief Executive Office
	 	 	56	 
	 
	 	 	 	 
	Section 8.03 Money for Payments to Noteholders to be Held in Trust
	 	 	57	 
	 
	 	 	 	 
	Section 8.04 Existence; Merger; Consolidation, etc
	 	 	57	 






iv









 






	 	 	 	 	 
	Section 8.05 Protection of Trust Estate; Further Assurances
	 	 	58	 
	 
	 	 	 	 
	Section 8.06 Additional Covenants
	 	 	59	 
	 
	 	 	 	 
	Section 8.07 Taxes
	 	 	60	 
	 
	 	 	 	 
	Section 8.08 Treatment of Note as Debt for Tax Purposes
	 	 	60	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	60	 
	 
	 	 	 	 
	Section 9.01 Supplemental Indentures without Consent of Noteholders
	 	 	60	 
	 
	 	 	 	 
	Section 9.02 Supplemental Indentures with Consent of Noteholders
	 	 	61	 
	 
	 	 	 	 
	Section 9.03 Execution of Supplemental Indentures
	 	 	62	 
	 
	 	 	 	 
	Section 9.04 Effect of Supplemental Indentures
	 	 	62	 
	 
	 	 	 	 
	Section 9.05 Reference in Notes to Supplemental Indentures
	 	 	62	 
	 
	 	 	 	 
	ARTICLE X REDEMPTION OF NOTES
	 	 	63	 
	 
	 	 	 	 
	Section 10.01 Optional Redemption; Election to Redeem
	 	 	63	 
	 
	 	 	 	 
	Section 10.02 Notice to Indenture Trustee
	 	 	63	 
	 
	 	 	 	 
	Section 10.03 Notice of Redemption by the Issuer
	 	 	63	 
	 
	 	 	 	 
	Section 10.04 Deposit of Redemption Price
	 	 	63	 
	 
	 	 	 	 
	Section 10.05 Notes Payable on Redemption Date
	 	 	63	 
	 
	 	 	 	 
	ARTICLE XI SATISFACTION AND DISCHARGE
	 	 	63	 
	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge of Indenture
	 	 	63	 
	 
	 	 	 	 
	Section 11.02 Application of Trust Money
	 	 	65	 
	 
	 	 	 	 
	Section 11.03 Trust Termination Date
	 	 	65	 
	 
	 	 	 	 
	ARTICLE XII REPRESENTATIONS AND WARRANTIES
	 	 	65	 
	 
	 	 	 	 
	Section 12.01 Representations and Warranties of the Issuer
	 	 	65	 
	 
	 	 	 	 
	Section 12.02 Representations and Warranties of the Initial Servicer
	 	 	68	 
	 
	 	 	 	 
	Section 12.03 Representations and Warranties of the Indenture Trustee and the
Back-Up Servicer
	 	 	70	 
	 
	 	 	 	 
	Section 12.04 Multiple Roles
	 	 	72	 






v









 






	 	 	 	 	 
	ARTICLE XIII MISCELLANEOUS
	 	 	72	 
	 
	 	 	 	 
	Section 13.01 Officer’s Certificate and Opinion of Counsel as to Conditions
Precedent
	 	 	72	 
	 
	 	 	 	 
	Section 13.02 Statements Required in Certificate or Opinion
	 	 	72	 
	 
	 	 	 	 
	Section 13.03 Notices
	 	 	73	 
	 
	 	 	 	 
	Section 13.04 No Proceedings
	 	 	74	 
	 
	 	 	 	 
	Section 13.05 Limitation of Liability
	 	 	74	 
	 
	 	 	 	 
	Section 13.06 Binding Nature of Indenture; Assignment
	 	 	75	 
	 
	 	 	 	 
	Section 13.07 Entire Agreement
	 	 	75	 
	 
	 	 	 	 
	Section 13.08 Severability of Provisions
	 	 	75	 
	 
	 	 	 	 
	Section 13.09 Indulgences; No Waivers
	 	 	75	 






	 	 	 

	Exhibit A

	 	Form of Notes
	 
	 	 
	Exhibit B

	 	Form of Investor Representation Letter
	 
	 	 
	Exhibit C

	 	Form of Transfer Certificate for Rule 144A Global Notes to Regulation S
Global Notes during Restricted Period
	 
	 	 
	Exhibit D

	 	Form of Transfer Certificate for Rule 144A Global Notes to Regulation S
Global Notes after Restricted Period
	 
	 	 
	Exhibit E

	 	Form of Transfer Certificate for Regulation S Global Notes to Rule 144A
Global Note during Restricted Period
	 
	 	 
	Exhibit F

	 	Form of Transfer Certificate for Regulation S Global Notes during
Restricted Period
	 
	 	 
	Exhibit G

	 	Record Layout For Data Conversion
	 
	 	 
	Exhibit H

	 	[Reserved]
	 
	 	 
	Exhibit I

	 	Credit and Collection Policy
	 
	 	 
	Exhibit J

	 	Form of Monthly Servicer Report
	 
	 	 
	Exhibit K

	 	Servicing Officer’s Certificate
	 
	 	 
	Exhibit L

	 	[Reserved]
	 
	 	 
	Exhibit M

	 	[Reserved]






vi









 






	 	 	 

	Exhibit N

	 	Form of St. Maarten Notice
	 
	 	 
	Annex A

	 	Standard Definitions






vii









 






INDENTURE



          This INDENTURE, dated as of October 1, 2009, is among DIAMOND RESORTS OWNER TRUST 2009-1, a
statutory trust organized under the laws of the State of Delaware, as issuer (the “Issuer”),
Diamond Resorts Financial Services, Inc. (“DRFS”), a Nevada corporation, as servicer (the
“Servicer”) and Wells Fargo Bank, National Association, a national banking association, as
indenture trustee (in such capacity, the “Indenture Trustee”) and as back-up servicer (in such
capacity, the “Back-Up Servicer”).



RECITALS OF THE ISSUER



          WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to
provide for the issuance of its $169,200,000 9.31% Timeshare Loan Backed Notes, Series 2009-1,
Class A (the “Class A Notes”) and its $12,800,000 12.00% Timeshare Loan Backed Notes, Series
2009-1, Class B (the “Class B Notes”, and together with the Class A Notes, the “Notes”);


          WHEREAS, all things necessary to make the Notes, when executed by the Issuer and authenticated
and delivered by the Indenture Trustee hereunder, the valid recourse obligations of the Issuer, and
to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been
done.



NOW, THEREFORE, THIS INDENTURE WITNESSETH:



          For and in consideration of the premises and the purchase of the Notes by the holders thereof,
it is mutually covenanted and agreed, for the benefit of the Noteholders, as follows:



GRANTING CLAUSE



          To secure the payment of the principal of and interest on the Notes in accordance with their
terms, the payment of all of the sums payable under this Indenture and the performance of the
covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, for the
benefit of the Noteholders, all of the Issuer’s right, title and interest in and to the following
whether now owned or hereafter acquired and any and all benefits accruing to the Issuer from, (i)
the Initial Timeshare Loans, (ii) the Qualified Substitute Timeshare Loans, if any, (iii) the
Receivables in respect of the Timeshare Loans due on and after the
related Cut-Off Date, (iv) the
related Timeshare Loan Files, (v) all Related Security in respect of each Timeshare Loan, (vi) all
rights and remedies under the Sale Agreement, (vii) all rights and remedies under the Custodial
Agreement, (viii) all rights and remedies under the Servicer Undertaking Agreement and the Seller
Undertaking Agreement, (ix) all amounts in or to be deposited to each Trust Account, and (x)
proceeds of the foregoing (including, without limitation, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, Insurance
Proceeds, condemnation awards, rights to payment of any and every kind, and other forms of
obligations and receivables which at any time constitute all or part or are included in the
proceeds of any of the foregoing) (collectively, the “Trust Estate”).
Notwithstanding the foregoing, the Trust Estate shall not include any Miscellaneous Payments
and Processing Charges made by an Obligor.



1









 







          Such Grant is made in trust to secure (i) the payment of all amounts due on the Notes in
accordance with their terms, equally and ratably except as otherwise may be provided in this
Indenture, without prejudice, priority, or distinction between any Note of the same Class and any
other Note of the same Class by reason of differences in time of issuance or otherwise, and (ii)
the payment of all other sums payable under the Notes and this Indenture.


          The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with
the provisions hereof, and agrees to perform the duties herein required to the best of its ability
and to the end that the interests of the Noteholders may be adequately and effectively protected as
hereinafter provided.



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


          Section 1.01 General Definitions.


          In addition to the terms defined elsewhere in this Indenture, capitalized terms shall have the
meanings given them in the “Standard Definitions” attached hereto as Annex A.


          Section 1.02 Compliance Certificates and Opinions.


          Upon any written application or request (or oral application with prompt written or electronic
confirmation) by the Issuer to the Indenture Trustee to take any action under any provision of this
Indenture, other than any request that (a) the Indenture Trustee authenticate the Notes specified
in such request, (b) the Indenture Trustee invest moneys in any of the Trust Accounts pursuant to
the written directions specified in such request, or (c) the Indenture Trustee pay moneys due and
payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Indenture
Trustee shall require the Issuer to furnish to the Indenture Trustee an Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and that the request otherwise is in accordance with the
terms of this Indenture, and an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any, have been complied with, except that, in the case of any such
requested action as to which other evidence of satisfaction of the conditions precedent thereto is
specifically required by any provision of this Indenture, no additional certificate or opinion need
be furnished.


          Section 1.03 Form of Documents Delivered to Indenture Trustee.


          In any case where several matters are required to be certified by, or covered by an opinion of
any specified Person, it is not necessary that all such matters be certified by, or covered by the
opinion of only one such Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.



2









 







          Any certificate or opinion of an officer of the Issuer delivered to the Indenture Trustee may
be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer
knows that such Opinion of Counsel with respect to the matters upon which his certificate or
opinion is based is erroneous. Any such officer’s certificate or opinion and any Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Issuer as to such factual matters unless such
officer or counsel knows that the certificate or opinion or representations with respect to such
matters are erroneous. Any Opinion of Counsel may be based on the written opinion of other
counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other
counsel’s opinion and shall include a statement to the effect that such counsel believes that such
counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel.


          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.


          Wherever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and opinions stated in such
document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Section 7.01(b) hereof.


          Whenever in this Indenture it is provided that the absence of the occurrence and continuation
of a Default, Event of Default, Servicer Event of Default or a Rapid Amortization Period is a
condition precedent to the taking of any action by the Indenture Trustee at the request or
direction of the Issuer, then, notwithstanding that the satisfaction of such condition is a
condition precedent to the Issuer’s right to make such request or direction, the Indenture Trustee
shall be protected in acting in accordance with such request or direction if it does not have
knowledge of the occurrence and continuation of such event. For all purposes of this Indenture, the
Indenture Trustee shall not be deemed to have knowledge of any Default, Event of Default, Servicer
Event of Default or a Rapid Amortization Period nor shall the Indenture Trustee have any duty to
monitor or investigate to determine whether a Default, an Event of Default (other than an Event of
Default of the kind described in Section 6.01(a) hereof), a Servicer Event of Default or a Rapid
Amortization Period has occurred unless a Responsible Officer of the Indenture Trustee shall have
actual knowledge thereof or shall have been notified in writing thereof by the Issuer, the Servicer
or any Noteholder.


          Section 1.04 Acts of Noteholders, etc.


          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and



3









 








evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the
Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Indenture Trustee
and the Issuer, if made in the manner provided in this Section 1.04.



          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Indenture Trustee deems sufficient.


          (c) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
holder of any Note shall bind every future holder of the same Note and the holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.


          (d) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably
appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested
with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder
for the benefit of such Noteholder; provided that nothing contained in this Section 1.04(d) shall
be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the
Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to
the terms of this Indenture.


          Section 1.05 Notice to Noteholders; Waiver.


          (a) Where this Indenture provides for notice to Noteholders of any event, or the mailing of
any report to Noteholders, such notice or report shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, certified mail return receipt requested, or
sent by private courier or confirmed electronically to each Noteholder affected by such event or to
whom such report is required to be mailed, at its address as it appears in the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice or the mailing of such report. In any case where a notice or report to Noteholders is
mailed, neither the failure to mail such notice or report, nor any defect in any notice or report
so mailed, to any particular Noteholder shall affect the sufficiency of such notice or report with
respect to other Noteholders. Where this Indenture provides for notice in any




4









 








manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Noteholders shall be filed with the Indenture Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.



          (b) In case by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to mail or send notice to Noteholders, in accordance with Section
1.05(a) hereof, of any event or any report to Noteholders when such notice or report is required to
be delivered pursuant to any provision of this Indenture, then such notification or delivery as
shall be made with the approval of the Indenture Trustee shall constitute a sufficient notification
for every purpose hereunder.


          Section 1.06 Effect of Headings and Table of Contents.


          The Article and Section headings herein and in the Table of Contents are for convenience only
and shall not affect the construction hereof.


          Section 1.07 Successors and Assigns.


          All covenants and agreements in this Indenture by each of the parties hereto shall bind its
respective successors and permitted assigns, whether so expressed or not.


          Section 1.08
GOVERNING LAW.


          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK. UNLESS MADE APPLICABLE IN A SUPPLEMENT HERETO, THIS
INDENTURE IS NOT SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL NOT BE GOVERNED
THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.


          Section 1.09 Legal Holidays.


          In any case where any Payment Date or the Stated Maturity or any other date on which principal
of or interest on any Note is proposed to be paid shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Notes) such payment need not be
made on such date, but may be made on the next succeeding Business Day with the same force and
effect as if made on such Payment Date, Stated Maturity, or other date on which principal of or
interest on any Note is proposed to be paid, provided that no penalty interest shall accrue for the
period from and after such Payment Date, Stated Maturity, or any other date on which principal of
or interest on any Note is proposed to be paid, as the case may be, until such next succeeding
Business Day.



          Section 1.10 Execution in Counterparts.



          This Indenture may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



5









 







          Section 1.11 Inspection.


          The Issuer agrees that, on reasonable prior notice, it will permit the representatives of the
Indenture Trustee or any Noteholder holding Notes evidencing at least 25% of the Aggregate
Outstanding Note Balance, during the Issuer’s normal business hours, to examine all of the books of
account, records, reports and other papers of the Issuer, to make copies thereof and extracts
therefrom, and to discuss its affairs, finances and accounts with its designated officers,
employees and independent accountants in the presence of such designated officers and employees
(and by this provision the Issuer hereby authorizes its accountants to discuss with such
representatives such affairs, finances and accounts), all at such reasonable times and as often as
may be reasonably requested for the purpose of reviewing or evaluating the financial condition or
affairs of the Issuer or the performance of and compliance with the covenants and undertakings of
the Issuer and the Servicer in this Indenture or any of the other documents referred to herein or
therein. Any expense incident to the exercise by the Indenture Trustee at any time or any
Noteholder during the continuance of any Default, Event of Default or Rapid Amortization Period, of
any right under this Section 1.11 shall be borne by the Issuer. Nothing contained herein shall be
construed as a duty of the Indenture Trustee to perform such inspection.


          Section 1.12 Survival of Representations and Warranties.


          The representations, warranties and certifications of the Issuer made in this Indenture or in
any certificate or other writing delivered by the Issuer pursuant hereto shall survive the
authentication and delivery of the Notes hereunder.



ARTICLE II




THE NOTES


          Section 2.01 General Provisions.


          (a) Form of Notes. The Notes, together with their certificates of authentication shall be in
substantially the form set forth in Exhibit A hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or are permitted by this Indenture,
and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may consistently herewith be determined by the officer executing
such Notes, as evidenced by such officer’s execution of such Notes.


          (b) Denominations. The Outstanding Note Balance of the Class A Notes and the Class B Notes
which may be authenticated and delivered under this Indenture is limited to $169,200,000 and
$12,800,000, respectively. The Notes shall be issuable only as registered Notes without interest
coupons in the denominations of at least $100,000 and in integral multiples of $1,000; provided,
however, that the foregoing shall not restrict or prevent the transfer in accordance with Section
2.04 hereof of any Note with a remaining Outstanding Note Balance of less than $100,000.


          (c) Execution, Authentication, Delivery and Dating. The Notes shall be manually executed on
behalf of the Issuer by an Authorized Officer of the Owner Trustee. Any Note



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bearing the signature of an individual who was at the time of execution thereof an Authorized
Officer of the Owner Trustee shall bind the Issuer, notwithstanding that such individual ceases to
hold such office prior to the authentication and delivery of such Note or did not hold such office
at the date of such Note. No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Note a certificate of authentication
substantially in the form set forth in Exhibit A hereto, executed by the Indenture Trustee by
manual signature, and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be
dated the date of its authentication. The Notes may from time to time be executed by the Issuer and
delivered to the Indenture Trustee for authentication together with an Issuer Order to the
Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same
shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.



          Section 2.02 Global Notes. Each of the Notes, upon original issuance, shall be issued
in the form of one or more book-entry global certificates (the “Global Notes” and each, a “Global
Note”) to be deposited with the Indenture Trustee, as custodian for The Depository Trust Company,
the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as
defined in Regulation S) in offshore transactions in reliance on Regulation S will be represented
by one or more temporary Global Notes (each, a “Temporary Regulation S Global Notes”). Upon the
expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be
exchangeable for interests in permanent Global Notes of the same Class (together with a Temporary
Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are
Qualified Institutional Buyers will be represented by one or more temporary Global Notes (each, a
“Rule 144A Global Note”). All Global Notes shall be initially registered on the Note Register in
the name of Cede & Co., the nominee of The Depository Trust Company, and no Note Owner will receive
a definitive note (a “Definitive Note”) representing such Note Owner’s interest in the related
Class of Notes, except as provided in Section 2.03 hereof. Unless and until Definitive Notes have
been issued in respect of a Class of Notes pursuant to Section 2.03 hereof:


          (a) the provisions of this Section 2.02 shall be in full force and effect with respect to such
Class of Notes;


          (b) the Issuer, the Servicer and the Indenture Trustee may deal with the Depository and the
Depository Participants for all purposes with respect to such Notes (including the making of
distributions on such Notes) as the authorized representatives of the respective Note Owners;


          (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions
of this Indenture, the provisions of this Section 2.02 shall control; and


          (d) the rights of the respective Note Owners of a Class of Notes shall be exercised only
through the Depository and the Depository Participants and shall be limited to those established by
law and agreements between the respective Note Owners and the Depository
and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until
Definitive Notes are issued in respect of the Notes pursuant to Section 2.03 hereof, the



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Depository will make book-entry transfers among the Depository Participants and receive and
transmit distributions of principal and interest on the Notes to the Depository Participants.



          Section 2.03 Definitive Notes. If (a) the Depository advises the Indenture Trustee in
writing that the Depository is no longer willing or able to properly discharge its responsibilities
as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to
locate a qualified successor or (b) after the occurrence and during the continuation of an Event of
Default, Note Owners (other than DRC or an Affiliate thereof) evidencing not less than 51% of the
aggregate Outstanding Note Balance of a Class of Global Notes, advise the Indenture Trustee and the
Depository through the Depository Participants in writing that the continuation of a book-entry
system with respect to such Class of Global Notes through the Depository is no longer in the best
interest of such Note Owners, the Indenture Trustee shall use its best efforts to notify all
affected Note Owners through the Depository of the occurrence of any such event and of the
availability of Definitive Notes to such Note Owners. Neither the Issuer nor the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the
Issuer, the Indenture Trustee, the Note Registrar and the Servicer shall recognize holders of
Definitive Notes as Noteholders hereunder. Upon the issuance of Definitive Notes, all references
herein to obligations imposed upon or to be performed by the Depository shall be deemed to be
imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such
Definitive Notes.


          Section 2.04 Registration, Transfer and Exchange of Notes.


          (a) Note Register. At all times during the term of this Indenture, the Issuer shall
cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the
registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note
Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names
and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall
be registered in the Note Register; provided, however, in no event shall the Note Registrar be
required to maintain in the Note Register the names of the individual participants holding Notes
through the Depository. The Person in whose name any Note is so registered shall be deemed and
treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note
Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not
be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or
exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust
Office together with an assignment and transfer (executed by the Holder or his duly authorized
attorney), subject to the applicable requirements of this Section 2.04. Upon request of the
Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and
addresses of Noteholders.


          (b) Surrender. Upon surrender for registration of transfer of any Definitive Note,
subject to the applicable requirements of this Section 2.04, the Issuer shall execute and the
Indenture Trustee shall duly authenticate in the name of the designated transferee or transferees,
one or more new Notes in denominations of a like aggregate denomination as the Definitive Note
being surrendered. Each Note surrendered for registration of transfer shall be canceled and
subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section



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2.04 shall be registered in the name of any Person as the transferring Holder may request, subject
to the applicable provisions of this Section 2.04. All Notes issued upon any registration of
transfer or exchange of Notes shall be entitled to the same benefits under this Indenture as the
Notes surrendered upon such registration of transfer or exchange.



          (c) Securities Laws Restrictions. The issuance of the Notes will not be registered or
qualified under the Securities Act or the securities laws of any state. No transfer of any Note may
be made unless that resale or transfer is made pursuant to an effective registration statement
under the Securities Act and an effective registration or a qualification under applicable state
securities laws, or is made in a transaction that does not require such registration or
qualification because the transfer satisfies one of the following: (i) such resale or transfer is
in compliance with Rule 144A under the Securities Act, to a person who the transferor reasonably
believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its
own account or for the account of a Qualified Institutional Buyer and to whom notice is given that
such resale or transfer is being made in reliance upon Rule 144A under the Securities Act as
certified by such transferee (other than the Initial Purchaser and its initial transferees) in a
letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with
Regulation S under the Securities Act as certified by such transferee (other than the Initial
Purchaser and its initial transferees) in a letter in the form of Exhibit B hereto; or (iii) after
the appropriate holding period, such resale or transfer is pursuant to an exemption from
registration under the Securities Act provided by Rule 144 under the Securities Act, in each case
in accordance with any applicable securities laws of any state of the United States. None of the
Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under
the Securities Act or any other securities law or to take any action not otherwise required under
this Indenture to permit the transfer of any Note without registration.


          (d) Global Notes Restrictions. In addition to the applicable provisions of this
Section 2.04 and the rules of the Depository, the exchange, transfer and registration of transfer
of Global Notes shall only be made in accordance with this Section 2.04(d).




     (i) Rule 144A Global Note to Temporary Regulation S Global Note During the Restricted
Period. If, during the Restricted Period, a Note Owner of an interest in a Rule 144A Global
Note wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a
Person who wishes to take delivery thereof in the form of a beneficial interest in a Temporary
Regulation S Global Note, such Note Owner may, in addition to complying with all applicable rules
and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their
respective participants (the “Applicable Procedures”), transfer or cause the transfer of such
beneficial interest for an equivalent beneficial interest in the Temporary Regulation S Global Note
only upon compliance with the provisions of this Section 2.04(d)(i). Upon receipt by the Note
Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the
Applicable Procedures from a Depository Participant directing the Note Registrar to credit or cause
to be credited to another specified Depository Participant’s account a beneficial interest in the
Temporary Regulation S Global Note in an amount equal to the Denomination of the beneficial
interest in the Rule 144A Global Note to be transferred, (B) a
written order given in accordance with the Applicable Procedures containing information
regarding the account of the Depository Participant (and the



9









 





Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the
Depository Participant to be debited for, such beneficial interest, and (C) a certification in the
form of Exhibit C hereto given by the Note Owner that is transferring such interest, the Note
Registrar shall instruct the Depository, to reduce the denomination of the Rule 144A Global Note by
the denomination of the beneficial interest in the Rule 144A Global Note to be so transferred and,
concurrently with such reduction, to increase the denomination of the Temporary Regulation S Global
Note by the denomination of the beneficial interest in the Rule 144A Global Note to be so
transferred, and to credit or cause to be credited to the account of the Person specified in such
instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or
Clearstream, or both, as the case may be) a beneficial interest in the Temporary Regulation S
Global Note having a denomination equal to the amount by which the denomination of the Rule 144A
Global Note was reduced upon such transfer.





     (ii) Rule 144A Global Note to Regulation S Global Note After the Restricted Period.
If, after the Restricted Period, a Note Owner of an interest in a Rule 144A Global Note wishes at
any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes
to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such
holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer
of such beneficial interest for an equivalent beneficial interest in a Regulation S Global Note
only upon compliance with the provisions of this Section 2.04(d)(ii). Upon receipt by the Note
Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the
Applicable Procedures from a Depository Participant directing the Note Registrar to credit or cause
to be credited to another specified Depository Participant’s account a beneficial interest in the
Regulation S Global Note in an amount equal to the Denomination of the beneficial interest in the
Rule 144A Global Note to be transferred, (B) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the Depository Participant
(and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or
Clearstream account, as the case may be) to be credited with, and the account of the Depository
Participant to be debited for, such beneficial interest, and (C) a certification in the form of
Exhibit D hereto given by the Note Owner that is transferring such interest, the Note Registrar
shall instruct the Depository, to reduce the denomination of the Rule 144A Global Note by the
aggregate denomination of the beneficial interest in the Rule 144A Global Note to be so transferred
and, concurrently with such reduction, to increase the denomination of the Regulation S Global Note
by the aggregate denomination of the beneficial interest in the Rule 144A Global Note to be so
transferred, and to credit or cause to be credited to the account of the Person specified in such
instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or
Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Global Note
having a denomination equal to the amount by which the denomination of the Rule 144A Global Note
was reduced upon such transfer.




     (iii) Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an
interest in a Regulation S Global Note wishes at any time to transfer its beneficial interest in
such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Rule 144A Global Note, such holder may, in



10









 





addition to complying with all Applicable Procedures, transfer or cause the transfer of such
beneficial interest for an equivalent beneficial interest in the Rule 144A Global Note only upon
compliance with the provisions of this Section 2.04(d)(iii). Upon receipt by the Note Registrar at
its Corporate Trust Office of (A) written instructions given in accordance with the Applicable
Procedures from a Depository Participant directing the Note Registrar to credit or cause to be
credited to another specified Depository Participant’s account a beneficial interest in the Rule
144A Global Note in an amount equal to the Denomination of the beneficial interest in the
Regulation S Global Note to be transferred, (B) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the Depository Participant to
be credited with, and the account of the Depository Participant (or, if such account is held for
Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited
for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the
Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (x) during
the Restricted Period, a certification in the form of Exhibit E hereto given by the Note
Owner, or (y) after the Restricted Period, an Investment Representation Letter in the form of
Exhibit B hereto from the transferee to the effect that such transferee is a Qualified
Institutional Buyer, the Note Registrar shall instruct the Depository to reduce the denomination of
the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S
Global Note to be transferred, and, concurrently with such reduction, to increase the denomination
of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the
Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account
of the Person specified in such instructions (who shall be a Depository Participant acting for or
on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the
Rule 144A Global Note having a denomination equal to the amount by which the denomination of the
Regulation S Global Note was reduced upon such transfer.





     (iv) Transfers Within Regulation S Global Notes During Restricted Period. If, during
the Restricted Period, the Note Owner of an interest in a Regulation S Global Note wishes at any
time to transfer its beneficial interest in such Note to a Person who wishes to take delivery
thereof in the form of a Regulation S Global Note, such Note Owner may transfer or cause the
transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S
Global Note only upon compliance with the provisions of this Section 2.04(d)(iv) and all Applicable
Procedures. Upon receipt by the Note Registrar at its Corporate Trust Office of (A) written
instructions given in accordance with the Applicable Procedures from a Depository Participant
directing the Note Registrar to credit or cause to be credited to another specified Depository
Participant’s account a beneficial interest in such Regulation S Global Note in an amount equal to
the denomination of the beneficial interest to be transferred, (B) a written order given in
accordance with the Applicable Procedures containing information regarding the account of the
Depository Participant to be credited with, and the account of the Depository Participant (or, if
such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the
case may be) to be debited for, such beneficial interest and (C) a certification in the form of
Exhibit F hereto given by the transferee, the Note Registrar shall instruct the Depository to
credit or cause to be credited to the account of the Person specified in such instructions (who
shall be a Depository Participant acting for




11











 






or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial
interest in the Regulation S Global Note having a denomination equal to the amount
specified in such instructions by which the account to be debited was reduced upon such
transfer.



          (e) ERISA Considerations. No resale or other transfer of any Note may be made to any
purchaser or transferee unless (i) such purchaser or transferee is not, and will not acquire such
Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under
ERISA or Section 4975 of the Code or any substantially similar provision of federal, state or local
law that is not subject to a statutory, regulatory or administrative exemption will occur in
connection with such purchaser’s or such transferee’s acquisition or holding of such Note. In
addition, the Notes may not be purchased by or transferred to any Benefit Plan, or person acting on
behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Issuer, DRC, the Seller, the Servicer, the
Indenture Trustee or the Initial Purchaser, or by any Affiliate of any such Person.




          (f) Transfer Fees, Charges and Taxes. No fee or service charge shall be imposed by the
Note Registrar for its services in respect of any registration of transfer or exchange referred to
in this Section 2.04. The Note Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such
transfer.




          (g) No Obligation to Register. None of the Issuer, the Indenture Trustee, the
Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities
Act or any other securities law or to take any action not otherwise required under this Indenture
to permit the transfer of such Notes without registration or qualification. Any such Noteholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the
Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that
may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.




          (h) Rule 144A Information. The Servicer agrees to cause the Issuer and the Issuer
agrees to provide such information as required under Rule 144A under the Securities Act so as to
allow resales of Notes to Qualified Institutional Buyers in accordance herewith.




          Section 2.05 Mutilated, Destroyed, Lost and Stolen Notes.




          (a) If any mutilated Note is surrendered to the Indenture Trustee, the Issuer shall execute
and the Indenture Trustee shall authenticate and deliver in exchange therefor a replacement Note of
like tenor and principal amount and bearing a number not contemporaneously outstanding.




          (b) If there shall be delivered to the Issuer and the Indenture Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as
may be required by them to save each of them and any agent of either of them harmless then, in the
absence of actual notice to the Issuer or the Indenture Trustee that such Note has been acquired by
a bona fide purchaser, the Issuer shall execute and upon its request the Indenture Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen






12









 







Note, a replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding.




          (c) In case the final installment of principal on any such mutilated, destroyed, lost or
stolen Note has become or will at the next Payment Date become due and payable, the Issuer in its
discretion may, instead of issuing a replacement Note, pay such Note.




          (d) Upon the issuance of any replacement Note under this Section 2.05, the Issuer or the
Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax or
other governmental charge that may be imposed as a result of the issuance of such replacement Note.




          (e) Every replacement Note issued pursuant to this Section 2.05 in lieu of any destroyed, lost
or stolen Note shall constitute an original additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and proportionately with any and
all other Notes duly issued hereunder.




          (f) The provisions of this Section 2.05 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.




          Section 2.06 Payment of Interest and Principal; Rights Preserved.




          (a) Any installment of interest or principal, payable on any Note that is punctually paid or
duly provided for by or on behalf of the Issuer on the applicable Payment Date shall be
paid to the Person in whose name such Note was registered at the close of business on the Record
Date for such Payment Date by check mailed to the address specified in the Note Register, or upon
the request of a Holder of more than $1,000,000 original principal amount of Notes, by wire
transfer of federal funds to the account and number specified in the Note Register, in each case on
such Record Date for such Person (which shall be, as to each original purchaser of the Notes, the
account and number specified by such purchaser to the Indenture Trustee in writing, or, if no such
account or number is so specified, then by check mailed to such Person’s address as it appears in
the Note Register on such Record Date).




          (b) All reductions in the principal amount of a Note effected by payments of installments of
principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such payment is noted on such Note. All payments on the Notes shall be paid without
any requirement of presentment, except that each Holder of any Note shall be deemed to agree, by
its acceptance of the same, to surrender such Note at the Corporate Trust Office prior to receipt
of payment of the final installment of principal of such Note.




          Section 2.07 Persons Deemed Owners.




          Prior to due presentment of a Note for registration of transfer, the Issuer, the Indenture
Trustee, and any agent of the Issuer or the Indenture Trustee may treat the registered Noteholder
as the owner of such Note for the purpose of receiving payment of principal of and





13









 







interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue,
and neither the Issuer, the Indenture Trustee, nor any agent of the Issuer or the Indenture Trustee
shall be affected by notice to the contrary.




          Section 2.08 Cancellation.




          All Notes surrendered for registration of transfer or exchange or following final payment
shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be promptly canceled by it. The Issuer may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered hereunder which the
Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly
canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section 2.08, except as expressly permitted by this
Indenture. All canceled Notes held by the Indenture Trustee may be disposed of in the normal course
of its business or as directed by an Issuer Order.




          Section 2.09 Noteholder Lists.




          The Indenture Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Noteholders. In the event the
Indenture Trustee no longer serves as the Note Registrar, the Issuer shall furnish to the Indenture
Trustee at least five Business Days before each Payment Date (and in all events in intervals of not
more than six months) and at such other times as the Indenture Trustee may request in writing a
list in such form and as of such date as the Indenture Trustee may reasonably require of the names
and addresses of Noteholders. For so long as Wells Fargo Bank, National Association is acting in
the capacity of Indenture Trustee, it shall also be the Note Registrar hereunder.




          Section 2.10 Treasury Notes.




          In determining whether the Noteholders of the required Outstanding Note Balance have concurred
in any direction, waiver or consent, Notes held or redeemed by the Issuer or held by an Affiliate
of the Issuer shall be considered as though not Outstanding, except that for the purposes of
determining whether the Indenture Trustee shall be protected in relying on any such direction,
waiver or consent, only Notes which a Responsible Officer of the Indenture Trustee knows are so
owned shall be so disregarded.




          Section 2.11 Notice to Depository.




          Whenever notice or other communication to the Holders of Global Notes is required under this
Indenture, unless and until Definitive Notes have been issued to the related Note Owners pursuant
to Section 2.03 hereof, the Indenture Trustee shall give all such notices and communications
specified herein to be given to such Note Owners to the Depository.





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ARTICLE III




ACCOUNTS; COLLECTION AND

APPLICATION OF MONEYS; REPORTS



          Section 3.01 Trust Accounts; Investments by Indenture Trustee.




          (a) On or before the Closing Date, the Indenture Trustee shall establish in the name of the
Indenture Trustee for the benefit of the Noteholders as provided in this Indenture, the Trust
Accounts, which accounts shall be Eligible Bank Accounts maintained at the Corporate Trust Office.
From time to time, the Indenture Trustee shall establish, to the extent required under this
Indenture, accounts in the name of the Indenture Trustee for the benefit of the Noteholders, which
accounts shall be Eligible Bank Accounts.




          Subject to the further provisions of this Section 3.01(a), the Indenture Trustee shall, upon
receipt or upon transfer from another account, as the case may be, deposit into such Trust Accounts
all amounts received by it which are required to be deposited therein in accordance with the
provisions of this Indenture. All such amounts and all investments made with such amounts,
including all income and other gain from such investments, shall be held by the Indenture Trustee
in such accounts as part of the Trust Estate as herein provided, subject to withdrawal by the
Indenture Trustee in accordance with, and for the purposes specified in the provisions of, this
Indenture.




          (b) The Indenture Trustee shall assume that any amount remitted to it in respect of the Trust
Estate is to be deposited into the Collection Account pursuant to Section 3.02(a) hereof.




          (c) None of the parties hereto shall have any right of set-off with respect to any Trust
Account, or any investment therein.




          (d) So long as no Event of Default shall have occurred and be continuing, all or a portion of
the amounts in any Trust Account shall be invested and reinvested by the Indenture Trustee pursuant
to an Issuer Order in one or more Eligible Investments. Subject to the restrictions on the
maturity of investments set forth in Section 3.01(f) hereof, each such Issuer Order may authorize
the Indenture Trustee to make the specific Eligible Investments set forth therein, to make Eligible
Investments from time to time consistent with the general instructions set forth therein, or to
make specific Eligible Investments pursuant to instructions received in writing or by telegraph or
facsimile transmission from the employees or agents of the Issuer, as the case may be, identified
therein, in each case in such amounts as such Issuer Order shall specify.




          (e) In the event that either (i) the Issuer shall have failed to give investment directions to
the Indenture Trustee by 9:30 A.M., New York City time on any Business Day on which there may be
uninvested cash or (ii) an Event of Default shall be continuing, the Indenture Trustee shall
promptly invest and reinvest the funds then in the designated Trust Account to the fullest extent
practicable in those obligations or securities described in clause 5 of the definition






15









 







of “Eligible Investments”. All investments made by the Indenture Trustee shall mature no later than
the maturity date therefor permitted by Section 3.01(f) hereof.




          (f) No investment of any amount held in any Trust Account shall mature later than the Business
Day immediately preceding the Payment Date which is scheduled to occur immediately following the
date of investment. All income or other gains (net of losses) from the investment of moneys
deposited in any Trust Account shall be deposited by the Indenture Trustee in such account
immediately upon receipt.




          (g) Any investment of any funds in any Trust Account and any sale of any investment held in
such accounts, shall be made under the following terms and conditions:





     (i) each such investment shall be made in the name of the Indenture Trustee, in each
case in such manner as shall be necessary to maintain the identity of such investments as
assets of the Trust Estate;




     (ii) any certificate or other instrument evidencing such investment shall be delivered
directly to the Indenture Trustee and the Indenture Trustee shall have sole possession of
such instrument, and all income on such investment;




     (iii) the proceeds of any sale of an investment shall be remitted by the purchaser
thereof directly to the Indenture Trustee for deposit in the account in which such
investment was held; provided that no such sale may occur on any day other than the
Business Day immediately preceding a Payment Date (for the avoidance of doubt, any full or
partial liquidation of an investment in a money market fund is not subject to the foregoing
date restriction); and




     (iv) neither the Issuer nor any of its Affiliates may exercise any voting rights with
respect to an investment.



          (h) If any amounts are needed for disbursement from any Trust Account and sufficient
uninvested funds are not collected and available therein to make such disbursement, in the absence
of an Issuer Order for the liquidation of investments held therein in an amount sufficient to
provide the required funds, the Indenture Trustee shall select and cause to be sold or otherwise
converted to cash a sufficient amount of the investments in such account.




          (i) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency
in any Trust Account resulting from losses on investments made in accordance with the provisions of
this Section 3.01 including, but not limited to, losses resulting from the sale or depreciation in
the market value of such investments (but the institution serving as Indenture Trustee shall at all
times remain liable for its own obligations, if any, constituting part of such investments). The
Indenture Trustee shall not be liable for any investment made by it in accordance with this Section
3.01 on the grounds that it could have made a more favorable investment or a more favorable
selection for sale of an investment.




          (j) Each party hereto agrees that each of the Trust Accounts constitutes a “securities
account” within the meaning of Article 8 of the UCC and in such capacity Wells Fargo Bank, National
Association shall be acting as a “securities intermediary” within the





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meaning of 8-102 of the UCC and that, regardless of any provision in any other agreement, for
purposes of the UCC, the State of New York shall be deemed to be the “securities intermediary’s
jurisdiction” under Section 8-110 of the UCC. The Indenture Trustee shall be the “entitlement
holder” within the meaning of Section 8-102(a)(7) of the UCC with respect to the Trust Accounts. In
furtherance of the foregoing, Wells Fargo Bank, National Association, acting as a “securities
intermediary,” shall comply with “entitlement orders” within the meaning of Section 8-102(a)(8) of
the UCC originated by the Indenture Trustee with respect to the Trust Accounts, without further
consent by the Issuer. Each item of property (whether investment property, financial asset,
security, instrument or cash) credited to each Trust Account shall be treated as a “financial
asset” within the meaning of Section 8-102(a)(9) of the UCC. All securities or other property
underlying any financial assets credited to each Trust Account shall be registered in the name of
the Indenture Trustee or indorsed to the Indenture Trustee or in blank and in no case will any
financial asset credited to any Trust Account be registered in the name of the Issuer, payable to
the order of the Issuer or specially indorsed to the Issuer. The Trust Accounts shall be under the
sole dominion and control (as defined in Section 8-106 of the UCC) of the Indenture Trustee and the
Issuer shall have no right to close, make withdrawals from, or give disbursement directions with
respect to, or receive distributions from, the Collection Account except in accordance with Section
3.04 hereof.




          (k) In the event that Wells Fargo Bank, National Association, as securities intermediary, has
or subsequently obtains by agreement, by operation of law or otherwise a security interest in the
Trust Accounts or any security entitlement credited thereto, it hereby agrees that such security
interest shall be subordinate to the security interest created by this Indenture and that the
Indenture Trustee’s rights to the funds on deposit therein shall be subject to Section 3.04 hereof.
The financial assets credited to, and other items deposited to the Trust Accounts will not be
subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than
as created pursuant to this Indenture.




          Section 3.02 Establishment and Administration of the Trust Accounts.




          (a) Collection Account. The Indenture Trustee shall cause to be established and
maintained an account (the “Collection Account”) for the benefit of the Noteholders. The
Collection Account shall be an Eligible Bank Account initially established at the Corporate Trust
Office of the Indenture Trustee, bearing the following designation “Diamond Resorts Owner Trust
2009-1 — Collection Account, Wells Fargo Bank, National Association, as Indenture Trustee for the
benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all
right, title and interest in all funds on deposit from time to time in the Collection Account and
in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders as their interests appear in the Trust Estate.
If, at any time, the Collection Account ceases to be an Eligible Bank Account, the Indenture
Trustee shall within two Business Days establish a new Collection Account which shall be an
Eligible Bank Account, transfer any cash and/or any investments to such new Collection Account and
from the date such new Collection Account is established, it shall be the “Collection Account”.
The Indenture Trustee agrees to immediately deposit any amounts received by it into the Collection
Account. Amounts on deposit in the Collection Account shall be invested in accordance with Section
3.01 hereof. Withdrawals and payments from the Collection Account will be made on each Payment
Date as provided in Section 3.04 hereof. All





17









 







investment earnings on the Collection Account shall be distributed to the owners of the beneficial
interests in the Issuer on each Payment Date.




          (b) Reserve Account. The Indenture Trustee shall cause to be established and
maintained an account (the “Reserve Account”) for the benefit of the Noteholders. On the Closing
Date, the Issuer shall cause to be deposited in the Reserve Account an amount equal to the Reserve
Account Initial Deposit from the proceeds of the sale of the Notes. The Reserve Account shall be an
Eligible Bank Account initially established at the Corporate Trust Office of the Indenture Trustee,
bearing the following designation “Diamond Resorts Owner Trust 2009-1
— Reserve Account, Wells Fargo Bank, National Association, as Indenture Trustee for the benefit of
the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title
and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds
thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the Noteholders as their interests appear in the Trust Estate. If, at any time,
the Reserve Account ceases to be an Eligible Bank Account, the Indenture Trustee shall within two
Business Days establish a new Reserve Account which shall be an Eligible Bank Account, transfer any
cash and/or any investments to such new Reserve Account and from the date such new Reserve Account
is established, it shall be the “Reserve Account.” Amounts on deposit in the Reserve Account shall
be invested in accordance with Section 3.01 hereof. Deposits to the Reserve Account shall be made
in accordance with Section 3.04 hereof. Withdrawals and payments from the Reserve Account shall be
made in the following manner:





     (i) Withdrawals. If, on any Determination Date, the amounts on deposit in the
Collection Account (after giving effect to all deposits thereto required hereunder) are
insufficient to pay amounts required pursuant to pay the items required under Section
3.04(i) through (ix) hereof for the related Payment Date, on such Payment Date, the
Indenture Trustee shall, based on the Monthly Servicer Report and to the extent of funds
available in the Reserve Account, withdraw from the Reserve Account and deposit into the
Collection Account an amount equal to the lesser of such insufficiency and the amount on
deposit in such Reserve Account; provided that on any Payment Date prior to the Stated
Maturity, the amount withdrawn by the Indenture Trustee shall not cause the amount on
deposit in the Reserve Account to be less than the Reserve Account Floor Amount unless
available funds in the Collection Account are insufficient to pay all amounts required to
be distributed on such Payment Date pursuant to clauses (i) through (vii), inclusive, of
Section 3.04 hereof (the amount withdrawn, the “Reserve Account Draw Amount”).




     (ii) Stated Maturity or Payment in Full. On the earlier to occur of the Stated
Maturity and the Payment Date on which the Aggregate Outstanding Note Balance is reduced to
zero, the Indenture Trustee shall withdraw all amounts on deposit in the Reserve Account
and shall deposit such amounts to the Collection Account.




     (iii) Event of Default. Upon the occurrence of an Event of Default and an
acceleration of the Notes as provided herein, the Indenture Trustee shall withdraw all
amounts on deposit in the Reserve Account and shall deposit such amounts to the Collection
Account for distribution in accordance with Section 6.06 hereof.



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     (iv) Amounts in Excess of Reserve Account Required Balance. If, on any
Payment Date, amounts on deposit in the Reserve Account are greater than the Reserve
Account Required Balance, the Indenture Trustee shall, based on the Monthly Servicer
Report, withdraw funds in excess of the Reserve Account Required Balance from the Reserve
Account and deposit such funds into the Collection Account as Available Funds on such
Payment Date for application in accordance with Section 3.04 hereof.



          Section 3.03 [Reserved].




          Section 3.04 Distributions.




          To the extent of Available Funds on deposit in the Collection Account, on each Payment Date,
the Indenture Trustee shall, based on the Monthly Servicer Report, make the following disbursements
and distributions to the following parties, in the following order of priority:





	 	(i)	 	to the Indenture Trustee and the Custodian, ratably based on their respective
entitlements, the Indenture Trustee Fee and the Custodial Fee, respectively, plus
any accrued and unpaid Indenture Trustee Fees and the Custodial Fees with respect
to prior Payment Dates, and Indenture Trustee Expenses and Custodial Expenses
incurred and charged, respectively, by the Indenture Trustee and the Custodian
during the related Due Period;
	 
	 	(ii)	 	to the Back-Up Servicer, the Back-Up Servicing Fee, plus any accrued and
unpaid Back-Up Servicing Fees with respect to prior Payment Dates and any
Transition Expenses incurred during the related Due Period (up to an aggregate
cumulative total of $100,000);
	 
	 	(iii)	 	on the Payment Date occurring in October of each year only, to the Owner
Trustee, the Owner Trustee Fee, and on each Payment Date, the Owner Trustee
Expenses incurred and charged by the Owner Trustee during the related Due Period;
	 
	 	(iv)	 	on the Payment Date occurring in January of each year only, to the
Administrator, the Administrator Fee, and on each Payment Date, the Administrator
Expenses incurred and charged by the Administrator during the related Due Period;
	 
	 	(v)	 	to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees
with respect to prior Payment Dates;
	 
	 	(vi)	 	to the Class A Noteholders, the Class A Interest Distribution Amount;
	 
	 	(vii)	 	to the Class B Noteholders, the Class B Interest Distribution Amount;
	 
	 	(viii)	 	to the Class A Noteholders, the Class A Principal Distribution Amount;




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	 	(ix)	 	to the Class B Noteholders, the Class B Principal Distribution Amount;
	 
	 	(x)	 	to the Reserve Account, all remaining amounts until the amounts on deposit in
the Reserve Account shall equal the Reserve Account Required Balance;
	 
	 	(xi)	 	to the Class A Noteholders and the Class B Noteholders, in that order,
reimbursement of any unreimbursed Note Balance Write-Down Amounts applied to such
Class on prior Payment Dates plus interest at the related Note Rate on such
unreimbursed Note Balance Write-Down Amounts;
	 
	 	(xii)	 	to the Back-Up Servicer, any expenses not paid pursuant to clause (ii) above;
and
	 
	 	(xiii)	 	to the Owner or any subsequent owners of the beneficial interests of the
Issuer, any remaining amounts.





          Section 3.05 Reports to Noteholders.




          On each Payment Date the Indenture Trustee shall account to the Initial Purchaser, each
Noteholder and to the Rating Agency (i) the portion of payments then being made which represents
principal and the amount which represents interest, and shall contemporaneously advise the Issuer
of all such payments, and (ii) the amounts on deposit in each Trust Account and identifying the
investments included therein. The Indenture Trustee may satisfy its obligations under this Section
3.05 by making available electronically the Monthly Servicer Report to the Initial Purchaser, the
Noteholders, the Rating Agency and the Issuer; provided, however, the Indenture
Trustee shall have no obligation to provide such information described in this Section 3.05 until
it has received the requisite information from the Issuer or the Servicer. On or before the 5th day
prior to the final Payment Date with respect to any Class of Notes, the Indenture Trustee shall
send notice of such Payment Date to the Rating Agency, the Initial Purchaser and the Noteholders of
such Class. Such notice shall include a statement that if such Notes are paid in full on the final
Payment Date, interest shall cease to accrue as of the day immediately preceding such final Payment
Date.




          The Indenture Trustee may make available to the Noteholders and the Rating Agency, via the
Indenture Trustee’s Internet Website, the Monthly Servicer Report available each month and, with
the consent or at the direction of the Issuer, such other information regarding the Notes and/or
the Timeshare Loans as the Indenture Trustee may have in its possession, but only with the use of a
password provided by the Indenture Trustee. The Indenture Trustee will make no representation or
warranties as to the accuracy or completeness of such documents and will assume no responsibility
therefor.




          The Indenture Trustee’s Internet Website shall be initially located at “www.CTSLink.com” or at
such other address as shall be specified by the Indenture Trustee from time to time in writing to
the Issuer, the Servicer, the Noteholders and the Rating Agency. In connection with providing
access to the Indenture Trustee’s Internet Website, the Indenture





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Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall
not be liable for the dissemination of information in accordance with this Indenture.




          The Indenture Trustee shall have the right to change the way Monthly Servicer Reports are
distributed in order to make such distribution more convenient and/or more accessible to the above
parties and the Indenture Trustee shall provide timely and adequate notification to all above
parties regarding any such changes.




          Annually (and more often if required by applicable law), the Indenture Trustee shall
distribute to Noteholders any Form 1099 or similar information returns required by applicable tax
law to be distributed to the Noteholders. The Servicer shall prepare or cause to be prepared all
such information for distribution by the Indenture Trustee to the Noteholders.




          Section 3.06 Note Balance Write-Down Amounts. The Note Balance Write-Down Amount, if
any, on each Payment Date shall be applied first to the Class B Notes until the Outstanding Note
Balance thereof is reduced to zero and second to the Class A Notes until the Outstanding Note
Balance thereof is reduced to zero. The application of any Note Balance Write-Down Amount shall
not affect the right of each Noteholder to receive all payments of principal and interest to be
made with respect to the Notes.




          Section 3.07 Withholding Taxes. The Indenture Trustee, on behalf of the Issuer, shall
comply with all requirements of the Code and applicable Treasury Regulations and applicable state
and local law with respect to the withholding from any distributions made by it to any Noteholder
of any applicable withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.




ARTICLE IV




THE TRUST ESTATE



          Section 4.01 Acceptance by Indenture Trustee.




          (a) Concurrently with the execution and delivery of this Indenture, the Indenture Trustee does
hereby acknowledge and accept the conveyance by the Issuer of the assets constituting the Trust
Estate. The Indenture Trustee shall hold the Trust Estate in trust for the benefit of the
Noteholders, subject to the terms and provisions hereof. In connection with the conveyance of the
Trust Estate to the Indenture Trustee, the Issuer has delivered or has caused the Seller to deliver
(i) to the Custodian, the Timeshare Loan Files, and (ii) to the Servicer, the Timeshare Loan
Servicing Files for each Timeshare Loan conveyed on the Closing Date. On or prior to each
Substitution Date, the Issuer will deliver or cause the Seller to deliver (i) to the Custodian, the
Timeshare Loan Files, and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each
Qualified Substitute Timeshare Loan to be conveyed on such Substitution Date.




          (b) The Indenture Trustee shall perform its duties under this Section 4.01 and hereunder on
behalf of the Trust Estate and for the benefit of the Noteholders in accordance with the terms of
this Indenture and applicable law and, in each case, taking into account its other obligations
hereunder, but without regard to:





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     (i) any relationship that the Indenture Trustee or any Affiliate of the Indenture
Trustee may have with an Obligor;




     (ii) the ownership of any Note by the Indenture Trustee or any Affiliate of the
Indenture Trustee;




     (iii) the Indenture Trustee’s right to receive compensation for its services hereunder
or with respect to any particular transaction; or




     (iv) the ownership, or holding in trust for others, by the Indenture Trustee of any
other assets or property.



          Section 4.02 Grant of Security Interest; Tax Treatment.




          (a) The provisions of this Indenture shall be construed in furtherance of the Intended Tax
Characterization. The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee
shall not constitute and are not intended to result in an assumption by the Indenture Trustee or
any Noteholder of any obligation of the Issuer or the Servicer to the obligors, the insurers under
any insurance policies, or any other Person in connection with the Timeshare Loans.




          (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will
be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the
“Intended Tax Characterization”). The Issuer, the Servicer and the Indenture Trustee, by entering
into this Indenture, and each Noteholder by the purchase of a Note, agree to report such
transactions for purposes of all taxes in a manner consistent with the Intended Tax
Characterization, unless otherwise required by applicable law. If the Notes are not properly
treated as indebtedness with respect to all taxes, then the parties intend (as provided in the
Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in
that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury
Regulation section 301.7701-3 shall be made by any Person.




          (c) The Issuer and the Servicer shall take no action inconsistent with the Indenture Trustee’s
interest in the Timeshare Loans and shall indicate or shall cause to be indicated in its books and
records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned
to the Indenture Trustee on behalf of the Noteholders.




          Section 4.03 Further Action Evidencing Assignments.




          (a) The Issuer and the Servicer each agrees that, from time to time, at its respective
expense, it will promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or appropriate, or that the Servicer or the Indenture Trustee
or the Holders representing at least 66-2/3% of the then Outstanding Note Balance of each Class of
Notes may reasonably request, in order to perfect, protect or more fully evidence the security
interest in the Timeshare Loans or to enable the Indenture Trustee to exercise or enforce any of
its rights hereunder. Without limiting the generality of the foregoing, the Issuer will, without
the necessity of a request and upon the request of the Servicer or the Indenture Trustee, execute
and file or record (or cause to be executed and filed or recorded) such





22









 







Assignments of Mortgage, financing or continuation statements, or amendments thereto or assignments
thereof, and such other instruments or notices, as may be necessary or appropriate to create and
maintain in the Indenture Trustee a first priority perfected security interest, at all times, in
the Trust Estate, including, without limitation, recording and filing UCC-1 financing statements,
amendments or continuation statements prior to the effective date of any change of the name,
identity or structure or relocation of its chief executive office or its jurisdiction of formation
or any change that would or could affect the perfection pursuant to any financing statement or
continuation statement or assignment previously filed or make any UCC-1 or continuation statement
previously filed pursuant to this Indenture seriously misleading within the meaning of applicable
provisions of the UCC (and the Issuer shall give the Indenture Trustee at least 30 Business Days
prior notice of the expected occurrence of any such circumstance). The Issuer shall deliver
promptly to the Indenture Trustee file-stamped copies of any such filing.




          (b) (i) The Issuer hereby grants to each of the Servicer and the Indenture Trustee a power of
attorney to execute, file and record all documents including, but not limited to Assignments of
Mortgage, UCC financing statements, amendments or continuation statements, on behalf of the Issuer
as may be necessary or desirable to effectuate the foregoing and any recordation pursuant to
Section 5.18 hereof and (ii) the Servicer hereby grants to the Indenture Trustee a power of
attorney to execute, file and record all documents on behalf of the Servicer as may be necessary or
desirable to effectuate the foregoing; provided, however, that such grant shall not
create a duty on the part of the Indenture Trustee or the Servicer to file, prepare, record or
monitor, or any responsibility for the contents or adequacy of, any such documents.




          Section 4.04 Substitution and Repurchase of Timeshare Loans.




          (a) Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation
or Warranty. If at any time, any party hereto obtains knowledge, discovers, or is notified by
any other party hereto, that any of the representations and warranties of the Seller in the Sale
Agreement were incorrect at the time such representations and warranties were made, then the party
discovering such defect, omission, or circumstance shall promptly notify the other parties to this
Indenture and the Seller. In the event any such representation or warranty of the Seller is
incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of
the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Seller, within
60 days after the date it is first notified of, or otherwise discovers such breach, to eliminate or
otherwise cure in all material respects the circumstance or condition which has caused such
representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan
and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”),
either (a) purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price
or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall
Amounts, if any. The Indenture Trustee is hereby appointed attorney-in-fact, which appointment is
coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the
Issuer to enforce the Seller’s repurchase or substitution obligations if the Seller has not
complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of
the end of the aforementioned 60 day period.




          (b) Optional Repurchase and Substitution of Timeshare Loans. On any date, pursuant to
the Sale Agreement, the Seller shall have the option, but not the obligation, to either





23









 







(i) repurchase a Defaulted Timeshare Loan from the Issuer for a price equal to the Repurchase Price
therefor, or (ii) substitute one or more Qualified Substitute Timeshare Loans for a Defaulted
Timeshare Loan and pay the related Substitution Shortfall Amount, if any; provided,
however, the aggregate Cut-Off Date Loan Balance of Defaulted Timeshare Loans that may be
repurchased or substituted pursuant to this Section 4.04(b) shall be limited on any date to 15% and
20%, respectively, of the Aggregate Loan Balance on the Initial Cut-Off Date less the sum of the
Loan Balances of all Defaulted Timeshare Loans (as of the date they became Defaulted Timeshare
Loans) previously repurchased or substituted, as applicable, pursuant this Section 4.04(b).




          (c) Repurchase Prices and Substitution Shortfall Amounts. The Issuer and the
Indenture Trustee shall direct that the Seller remit all amounts in respect of Repurchase Prices
and Substitution Shortfall Amounts to the Indenture Trustee for deposit in the Collection Account.
In the event that more than one Timeshare Loan is substituted pursuant to Section 4.04(a) or
Section 4.04(b) hereof on any Substitution 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 Substitution Date.




          (d) Schedule of Timeshare Loans. The Issuer shall cause the Seller to provide the
Indenture Trustee on any date on which a Timeshare Loan is repurchased or substituted, with a
revised Schedule of Timeshare Loans to the Sale Agreement reflecting the removal of Timeshare Loans
and subjecting any Qualified Substitute Timeshare Loans to the provisions thereof.




          (e) Officer’s Certificate. No substitution of a Timeshare Loan shall be effective
unless the Issuer and the Indenture Trustee shall have received an Officer’s Certificate from the
Seller indicating that (i) the new Timeshare Loan meets all the criteria of the definition of
“Qualified Substitute Timeshare Loan”, (ii) the Timeshare Loan Files for such Qualified Substitute
Timeshare Loan have been delivered to the Custodian, and (iii) the Timeshare Loan Servicing Files
for such Qualified Substitute Timeshare Loan have been delivered to the Servicer.




          (f) Qualified Substitute Timeshare Loans. On or prior to the related Substitution
Date, the Issuer shall direct the Seller to deliver or cause the delivery of the Timeshare Loan
Files of the related Qualified Substitute Timeshare Loans to the Custodian on or prior to the
related Substitution Date in accordance with the provisions of this Indenture and the Custodial
Agreement.




          Section 4.05 Release of Lien.




          (a) The Issuer shall be entitled to obtain a release from the Lien of this Indenture for any
Timeshare Loan repurchased or substituted pursuant to Section 4.04 hereof, (i) in the case of any
repurchase, after a payment by the Seller of the Repurchase Price of the Timeshare Loan, or (ii) in
the case of any substitution, after payment of any applicable Substitution Shortfall Amount and the
delivery of the Timeshare Loan Files for the related Qualified Substitute Timeshare Loan to the
Custodian.





24









 








          (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any
Timeshare Loan which has been paid in full.




          (c) In connection with (a) and (b) above, the Indenture Trustee will execute and deliver such
endorsements and assignments as are provided to it by the Seller, in each case without recourse,
representation or warranty, as shall be necessary to vest in the Seller, the legal and beneficial
ownership of each repurchased or substituted Timeshare Loan being released pursuant to this Section
4.05. The Servicer shall direct the Custodian to release the related Timeshare Loan Files upon
receipt of a Request for Release from the Servicer, as provided for in the Custodial Agreement.




          Section 4.06 Appointment of Custodian.




          The Indenture Trustee may appoint a Custodian to hold all of the Timeshare Loan Files as agent
for the Indenture Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital and surplus of at
least $10,000,000, shall be qualified to do business in the jurisdiction in which it holds any
Timeshare Loan File and shall not be the Issuer or an Affiliate of the Issuer. The initial
Custodian shall be Wells Fargo Bank, National Association pursuant to the terms of the Custodial
Agreement. The Indenture Trustee shall not be responsible for paying the Custodial Fee or any other
amounts owed to the Custodian.




          Section 4.07 Sale of Timeshare Loans.




          The parties hereto agree that none of the Timeshare Loans in the Trust Estate may be sold or
disposed of in any manner except as expressly provided for herein.




ARTICLE V




SERVICING OF TIMESHARE LOANS



          Section 5.01 Appointment of Servicer; Servicing Standard.




          Subject to the terms and conditions herein, the Issuer hereby appoints DRFS as the initial
Servicer hereunder. The Servicer shall service and administer the Timeshare Loans and perform all
of its duties hereunder in accordance with applicable law, the Credit and Collection Policy, the
terms of the respective Timeshare Loans and, to the extent consistent with the foregoing, in
accordance with the customary and usual procedures employed by institutions servicing timeshare
loans secured by timeshare estates, or if a higher standard, the highest degree of skill and
attention that the Servicer exercises with respect to comparable assets that the Servicer services
for itself or its Affiliates (the “Servicing Standard”).




          Section 5.02 Payments on the Timeshare Loans.




          (a) The Servicer shall in a manner consistent with the Credit and Collection Policy attached
hereto as Exhibit I, direct or otherwise cause the Obligors as to all Timeshare Loans
(other than Obligors paying by means of credit cards) to mail or deposit by electronic means all
Receivables and other payments due thereunder, or to make or credit such payments





25









 







pursuant to automated clearing house debit and credit payments or credit card processing payment,
remittance and collection agreements, directly to the Servicer’s existing centralized lockbox
account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one
or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox
Bank”), acting with the consent or at the direction of the Indenture Trustee to a Lockbox Bank
maintained by the Indenture Trustee for the benefit of the Noteholders. At all times, the
Centralized Lockbox Account shall be subject to the Deposit Account Control Agreement and the
Intercreditor Agreement. The Centralized Lockbox Account shall initially be maintained at Wachovia
Bank, N.A.




          (b) Within one Business Day after receipt of any Receivables or other payments due under the
Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such
Receivables and other payments from any monies or other items in the Centralized Lockbox Account
that do not relate to Receivables or other payments made on the Timeshare Loans, and within one
Business Day thereafter the Servicer shall remit such Receivables and other payments to the
Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing
Charges, to the extent received, to the Collection Account.




          (c) If, notwithstanding such instructions as provided in Section 5.02(a) hereof, any such
Receivables or other payments are delivered to the Seller, the Servicer or to any Affiliate
thereof, the Servicer shall (or, as applicable, shall cause the Seller or such Affiliate to)
deposit such Receivables or other payments into the Collection Account within two Business Days
following the receipt.




          (d) All interest earned on funds received with respect to Timeshare Loans and any Processing
Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to
deposit to the Collection Account pursuant to Section 5.02(b) hereof shall be deemed to be
additional compensation to the Servicer for the performance of its duties and obligations
hereunder.




          (e) On the Closing Date and each Substitution Date, the Servicer shall deposit to the
Collection Account all Receivables and other payments collected and received in respect of the
Timeshare Loans (other than the amounts described in Section 5.02(d) hereof) after the related
Cut-Off Date.




          (f) Subject to Sections 5.02(b), (c), (d) and (g) hereof, within two Business Days of receipt,
the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans
and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments
or Processing Charges are erroneously deposited in the Collection Account, the Indenture Trustee
shall pay such funds to the Servicer prior to any distributions under Section 3.04 hereof on the
next Payment Date as instructed by the Servicer.




          (g) The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on Defaulted
Timeshare Loans prior to deposit of the net Liquidation Proceeds into the Collection Account
pursuant to Section 5.02(f) hereof. To the extent that the Servicer shall subsequently recover any
portion of such Liquidation Expenses from the related Obligor, the





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Servicer shall deposit such amounts into the Collection Account in accordance with Section 5.02(f)
hereof.




          Section 5.03 Duties and Responsibilities of the Servicer.




          (a) In addition to any other customary services which the Servicer may perform or may be
required to perform hereunder, the Servicer shall perform or cause to be performed through
sub-servicers, the following servicing and collection activities in accordance with the Servicing
Standard:





     (i) perform standard accounting services and general record keeping services with
respect to the Timeshare Loans;




     (ii) respond to telephone or written inquiries of Obligors concerning the Timeshare
Loans;




     (iii) keep Obligors informed of the proper place and method for making payment with
respect to the Timeshare Loans;




     (iv) contact Obligors to effect collection and to discourage delinquencies in the
payment of amounts owed under the Timeshare Loans and doing so by any lawful means,
including but not limited to (A) mailing of routine past due notices, (B) preparing and
mailing collection letters, (C) contacting delinquent Obligors by telephone to encourage
payment, and (D) mailing of reminder notices to delinquent Obligors;




     (v) report tax information to Obligors and taxing authorities to the extent required
by law;




     (vi) take such other action as may be necessary or appropriate in the discretion of
the Servicer for the purpose of collecting and transferring to the Indenture Trustee for
deposit into the Collection Account all payments received by the Servicer or remitted to
any of the Servicer’s accounts in respect of the Timeshare Loans (except as otherwise
expressly provided herein), and to carry out the duties and obligations imposed upon the
Servicer pursuant to the terms of this Indenture;




     (vii) remarketing Timeshare Property;




     (viii) arranging for Liquidations of Timeshare Properties related to Defaulted
Timeshare Loans;




     (ix) disposing of Timeshare Property related to the Timeshare Loans whether following
repossession, foreclosure or otherwise;




     (x) to the extent requested by the Indenture Trustee, use reasonable best efforts to
enforce the purchase and substitution obligation of the Seller under the Sale Agreement;



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     (xi) not modify, waive or amend the terms of any Timeshare Loan; provided,
however, the Servicer may modify, waive or amend a Timeshare Loan for which a
default has occurred or is imminent and such modification, amendment or waiver does not (i)
materially alter the interest rate on or the principal balance of such Timeshare Loan, (ii)
shorten the final maturity of, lengthen the timing of payments of either principal or
interest, or any other terms of, such Timeshare Loan in any manner which would have a
material adverse affect on Noteholders, (iii) adversely affect the Timeshare Property
underlying such Timeshare Loan or (iv) reduce materially the likelihood that payments of
interest and principal on such Timeshare Loan shall be made when due; provided,
further, the Servicer may grant an extension of the final maturity of a Timeshare
Loan if the Servicer, in its reasonable discretion, determines that (A) such Timeshare Loan
is in default or default on such Timeshare Loan is likely to occur in the foreseeable
future, and (B) the value of such Timeshare Loan will be enhanced by such extension;
provided, further, that the Servicer shall not (1) grant more than one
extension per calendar year with respect to a Timeshare Loan or (2) grant an extension for
more than one calendar month with respect to a Timeshare Loan in any calendar year;




     (xii) working with Obligors in connection with any transfer of ownership of a
Timeshare Property by an Obligor to another Person, whereby the Servicer may consent to the
assumption by such Person of the Timeshare Loan related to such Timeshare Property;
provided, however, in connection with any such assumption, the rate of
interest borne by, the maturity date of, the principal amount of, the timing of payments of
principal and interest in respect of, and all other material terms of, the related
Timeshare Loan shall not be changed other than as permitted in (xi) above;




     (xiii) deliver such information and data to the Back-Up Servicer as is required
pursuant to Section 5.16 hereof; and




     (xiv) (A) use commercially reasonable best efforts to cause all the timeshare or
fractional interest resorts operated by DRFS or its Affiliates to have property damage
insurance coverage for the full replacement value thereof or, if not available on
commercially reasonable terms, the maximum amount available on commercially reasonable
terms, as determined in accordance with the Servicing Standard and (B) to the extent that
there is any reduction in the policy limits of such coverage or the Servicer has
determined, in accordance with the Servicing Standard, that such coverage is not available
on commercially reasonable terms, provide written notice to the Issuer and each of the
Rating Agency within five Business Days of such determination.



          (b) For so long as an Affiliate of the Servicer controls the Resorts, the Servicer shall use
commercially reasonable best efforts to maintain our cause to maintain each Resort in good repair,
working order and condition (ordinary wear and tear excepted).




          (c) For so long as an Affiliate of the Servicer controls the Resort Association for a Resort,
and an Affiliate of the Servicer is the manager, (i) if an amendment or modification to the related
management contract and master marketing and sale contract materially and adversely affects the
Noteholders, then it may only be amended or modified with the written consent of Holders
representing at least 51% of the then Outstanding Note Balance of each Class of Notes





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and (ii) if an amendment or modification to the related management contract and master marketing
and sale contract does not materially and adversely affect the Noteholders, the Servicer shall send
a copy of such amendment or modification (i) to the Rating Agency and (ii) to the Indenture Trustee
as part of the Monthly Report to be delivered subsequent to the effective date of such amendment or
modification.




          (d) In the event any Lien (other than a Permitted Lien) attaches to any Timeshare Loan or
related collateral from any Person claiming from and through an Affiliate of the Servicer which
materially adversely affects the Issuer’s interest in such Timeshare Loan, the Servicer shall,
within the earlier to occur of ten Business Days after receiving notice of such attachment or the
respective lienholders’ action to foreclose on such lien, either (i) cause such Lien to be released
of record, (ii) provide the Indenture Trustee with a bond in accordance with the applicable laws of
the state in which the Timeshare Property is located, issued by a corporate surety acceptable to
the Indenture Trustee, in an amount and in form reasonably acceptable to the Indenture Trustee or
(iii) provide the Indenture Trustee with such other security as the Indenture Trustee may
reasonably require.




          (e) The Servicer shall: (i) promptly notify the Indenture Trustee and the Rating Agency of
(A) receiving notice of any claim, action or proceeding which may be reasonably expected to have a
material adverse effect on the Trust Estate, or any material part thereof, and (B) any action,
suit, proceeding, order or injunction of which Servicer becomes aware after the date hereof pending
or threatened against or affecting Servicer or any Affiliate which may be reasonably expected to
have a material adverse effect on the Trust Estate or the Servicer’s ability to service the same;
(ii) at the request of Indenture Trustee with respect to a claim or action or proceeding which
arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer’s
expense, any such claim, action or proceeding which would have a material adverse effect on the
Timeshare Loans or the Servicer’s ability to service the same; and (iii) comply in all respects,
and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed on
such Person by any governmental authority the failure to comply with which would have a material
adverse effect on the Timeshare Loans or the Servicer’s ability to service the same.




          (f) The Servicer shall not, and shall not permit any Person to, encumber, pledge or otherwise
grant a Lien (other than in the normal course of business) or security interest in and to the
Reservation System (including, without limitation, all hardware, software and data in respect
thereof) and furthermore agrees, and shall use commercially reasonable efforts to keep the
Reservation System operational, not to dispose of the same and to allow the Collections the use of,
and access to, the Reservation System.




          (g) The Servicer shall notify the Indenture Trustee ten days prior to any material amendment
or change to the Credit and Collection Policy, and shall have received written confirmation from
the Rating Agency that such amendment or change will not cause the Rating Agency to reduce, qualify
or withdraw the then current rating assigned to any Class of Notes. The Servicer shall deliver a
copy of any non-material amendments or changes to the Credit and Collection Policy (i) to the
Rating Agency and (ii) to the Indenture Trustee as part of the Monthly Report to be delivered
subsequent to the effective date of such amendments or changes.





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          (h) In connection with the Servicer’s duties under (vii), (viii) and (ix) in subsection (a)
above, the Servicer will, as soon as practical, undertake such duties in the ordinary course in a
manner similar and consistent with (or better than) the manner in which the Servicer sells or
markets other Timeshare Property it or its Affiliates owns. In addition, in connection with the
Servicer’s duties under (vii), (viii) and (ix) of subsection (a) above, the Servicer agrees that it
shall remarket and sell the Timeshare Property related to Timeshare Loans owned by the Issuer
before it remarkets and sells Timeshare Property of the same type owned by the Servicer or any of
the Servicer’s Affiliates (other than Affiliates engaged primarily in receivables securitizations).




          (i) To the extent that any Timeshare Property related to a Defaulted Timeshare Loan is
remarketed, the Servicer agrees that it shall require that any Liquidation Proceeds be in the form
of cash only.




          (j) The Servicer shall provide written notice to the Rating Agency of any material
modification, waiver or amendment of the terms of any Timeshare Loan effected pursuant to Section
5.03(a)(xi) hereof.




          (k) The Servicer shall, on behalf of the Issuer, maintain the perfection and priority of the
security interest Granted hereunder.




          Section 5.04 Servicer Events of Default.




          (a) A “Servicer Event of Default” means the occurrence and continuance of any of the following
events:





     (i) failure by the Servicer to make any required payment, transfer or deposit when due
hereunder and the continuance of such default for a period of three Business Days;




     (ii) failure by the Servicer to provide any required report within five Business Days
of when such report is required to be delivered hereunder;




     (iii) any failure by the Servicer to observe or perform in any material respect any
covenant or agreement which has a material adverse effect on the Noteholders;




     (iv) any representation or warranty made by the Servicer in this Indenture shall prove
to be incorrect in any material respect as of the time when the same shall have been made,
and such breach is not remedied within 30 days (or, if the Servicer shall provide evidence
satisfactory to the Indenture Trustee that such covenant cannot be cured in the 30 day
period and that it is diligently pursuing a cure, 60 days) after the earlier of (x) the
Servicer first acquiring knowledge thereof, and (y) the Indenture Trustee’s giving written
notice thereof to the Servicer;




     (v) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Servicer in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or
(B) a decree or order adjudging the Servicer a bankrupt or insolvent, or approving as



30









 







properly filed a petition seeking reorganization, arrangement, adjustment, or composition
of or in respect of the Servicer under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official
of the Servicer, or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 60 consecutive days;
or




     (vi) the commencement by the Servicer of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by either to the entry of a decree or order for relief in respect of the Servicer in an
involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization, or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under any applicable federal or state law, or the
consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official
of the Servicer or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the Servicer’s failure to pay its debts
generally as they become due, or the taking of corporate action by the Servicer in
furtherance of any such action.



          (b) If any Servicer Event of Default shall have occurred and not been waived hereunder, the
Indenture Trustee may, and upon notice from Holders representing at least 51% of the then
Outstanding Note Balance of each Class of Notes shall, terminate, on behalf of the Noteholders, by
notice in writing to the Servicer, all of the rights and obligations of the Servicer, as Servicer
under this Indenture.




          (c) If any Authorized Officer of the Servicer shall have knowledge of the occurrence of a
default by the Servicer hereunder, the Servicer shall promptly notify the Indenture Trustee, the
Issuer, the Rating Agency and the Initial Purchaser, and shall specify in such notice the action,
if any, the Servicer is taking in respect of such default. Unless consented to by the Holders
representing at least 51% of the then Outstanding Note Balance of each Class of Notes, the Issuer
may not waive any Servicer Event of Default.




          (d) If any Servicer Event of Default shall have occurred and not been waived hereunder, the
Indenture Trustee shall direct and the Servicer shall cause to be delivered, notices to the
Obligors related to the Timeshare Loans, instructing such Obligors to remit payments in respect
thereof to a lockbox account specified by the Indenture Trustee, such lockbox to be maintained as
an Eligible Bank Account for the benefit of the Noteholders. The Indenture Trustee shall cause to
be established a lockbox account in accordance with Section 3.01 hereof.




          Section 5.05 Accountings; Statements and Reports.




          (a) Monthly Servicer Report. Not later than each Determination Date, the Servicer
shall deliver to the Issuer, the Indenture Trustee, the Rating Agency and the Initial Purchaser, a
report (the “Monthly Servicer Report”) substantially in the form of Exhibit J





31









 







hereto. The Monthly Servicer Report shall be completed with the information specified therein for
the related Due Period and shall contain such other information as may be reasonably requested by
the Issuer, the Indenture Trustee or the Initial Purchaser in writing at least five Business Days
prior to such Determination Date. Each such Monthly Servicer Report shall be accompanied by an
Officer’s Certificate of the Servicer in the form of Exhibit K hereto, certifying the
accuracy of the computations reflected in such Monthly Servicer Report.




          (b) Certification as to Compliance. The Servicer shall deliver to the Issuer, the
Indenture Trustee, the Rating Agency and the Initial Purchaser, an Officer’s Certificate on or
before December 31 of each year commencing in 2009: (i) to the effect that a review of the
activities of the Servicer during the preceding calendar year, and of its performance under this
Indenture during such period has been made under the supervision of the officers executing such
Officer’s Certificate with a view to determining whether during such period the Servicer had
performed and observed all of its obligations under this Indenture, and either (A) stating that
based on such review no Servicer Event of Default is known to have occurred and is continuing, or
(B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying
such Servicer Event of Default and the nature and status thereof; and (ii) describing in reasonable
detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse
significance to a Person owning such Timeshare Loan.




          (c) Annual Accountants’ Reports. On or before each April 30 of each year commencing
in 2010, the Servicer shall (i) cause a firm of independent public accountants to furnish a
certificate or statement (and the Servicer shall provide a copy of such certificate or statement to
the Issuer, the Owner Trustee, the Indenture Trustee, the Rating Agency and the Initial Purchaser),
to the effect that such firm has performed certain procedures with respect to the Servicer’s
servicing controls and procedures for the previous calendar year and that, on the basis of such
firms’ procedures, conducted substantially in compliance with standards established by the American
Institute of Certified Public Accountants, nothing has come to the attention of such firm
indicating that the Servicer has not complied with the minimum servicing standards identified in
the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America (“USAP”), except for such significant exceptions or errors that, in the
opinion of such firm, it is required to report; and (ii) cause its internal auditors to furnish a
certificate or statement to the Issuer, the Indenture Trustee and the Initial Purchaser, to the
effect that such internal auditors have (x) read this Indenture, (y) have performed certain
procedures, in accordance with USAP, with respect to the records and calculations set forth in the
Monthly Servicer Reports delivered by the Servicer during the reporting period and certain
specified documents and records relating to the servicing of the Timeshare Loans and the reporting
requirements with respect thereto and (z) on the basis of such internal auditor’s procedures,
certifies that except for such exceptions as such internal auditors shall believe immaterial and
such other exceptions as shall be set forth in such statement, (A) the information set forth in
such Monthly Servicer Reports was correct; and (B) the servicing and reporting requirements have
been conducted in compliance with this Indenture. In the event such independent public accountants
require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the
reports required to be prepared pursuant to this Section 5.05(c), the Servicer shall direct the
Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee
will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer,
and the Indenture Trustee has not made any independent






32









 







inquiry or investigation as to, and shall have no obligation or liability in respect of, the
sufficiency, validity or correctness of such procedures.




          (d) Report on Proceedings and Servicer Event of Default. (i) Promptly upon the
Servicer’s becoming aware of any proposed or pending investigation of it by any Governmental
Authority or any court or administrative proceeding which involves or may involve the possibility
of materially and adversely affecting the properties, business, prospects, profits or conditions
(financial or otherwise) of the Servicer and subsidiaries, as a whole, a written notice specifying
the nature of such investigation or proceeding and what action the Servicer is taking or proposes
to take with respect thereto and evaluating its merits, or (ii) immediately upon becoming aware of
the existence of any condition or event which constitutes a Servicer Event of Default, a written
notice to the Issuer, the Indenture Trustee, the Rating Agency and the Initial Purchaser describing
its nature and period of existence and what action the Servicer is taking or proposes to take with
respect thereto.




          Section 5.06 Records.




          The Servicer shall maintain all data for which it is responsible (including, without
limitation, computerized tapes or disks) relating directly to or maintained in connection with the
servicing of the Timeshare Loans (which data and records shall be clearly marked to reflect that
the Timeshare Loans have been Granted to the Indenture Trustee on behalf of the Noteholders and
constitute property of the Trust Estate) at the address specified in Section 13.03 hereof or, upon
15 days’ notice to the Issuer and the Indenture Trustee, at such other place where any Servicing
Officer of the Servicer is located, and shall give the Issuer and the Indenture Trustee or their
authorized agents access to all such information at all reasonable times, upon 72 hours’ written
notice.




          Section 5.07 Fidelity Bond; Errors and Omissions Insurance.




          The Servicer shall maintain or cause to be maintained a fidelity bond and errors and omissions
insurance with respect to the Servicer in such form and amount as is customary for institutions
acting as custodian of funds in respect of timeshare loans or receivables on behalf of
institutional investors. Any such fidelity bond or errors and omissions insurance shall be
maintained in a form and amount that would meet the requirements of prudent institutional loan
servicers. No provision of this Section 5.07 requiring such fidelity bond and errors and omissions
insurance policy shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Indenture. The Servicer shall be deemed to have complied with this provision if one
of its respective Affiliates has such fidelity bond coverage and errors and omissions insurance
policy which, by the terms of such fidelity bond and such errors and omissions insurance policy,
the coverage afforded thereunder extends to the Servicer. Upon a request of the Indenture Trustee,
the Servicer shall deliver to the Indenture Trustee, a certification evidencing coverage under such
fidelity bond or such errors and omission insurance policy. Any such fidelity bond or such errors
and omissions insurance policy shall not be canceled or modified in a materially adverse manner
without ten days’ prior written notice to the Indenture Trustee.





33












 





          Section 5.08 Merger or Consolidation of the Servicer.



          (a) The Servicer shall promptly provide written notice to the Indenture Trustee and the Rating
Agency of any merger or consolidation of the Servicer. The Servicer shall keep in full effect its
existence, rights and franchise as a corporation under the laws of the state of its incorporation
except as permitted herein, and shall obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture or any of the Timeshare Loans and to
perform its duties under this Indenture.



          (b) Any Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or
any Person succeeding to the business of the Servicer, shall be the successor of the Servicer
hereunder, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding;
provided, however,
 that the successor or surviving Person (i) is a company whose business includes the servicing
of assets similar to the Timeshare Loans and shall be authorized to transact business in the state
or states in which the related Timeshare Properties it is to service are situated; (ii) is a U.S.
Person, and (iii) delivers to the Indenture Trustee (A) an agreement, in form and substance
reasonably satisfactory to the Indenture Trustee and the Noteholders, which contains an assumption
by such successor entity of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the Servicer under this Indenture and (B) an Opinion of
Counsel as to the enforceability of such agreement; provided,
further, that the Rating
Agency shall have confirmed in writing that such action will not cause the Rating Agency to reduce,
qualify or withdraw the then current rating assigned to any Class of Notes.



          Section 5.09 Sub-Servicing.



          (a) The Servicer may enter into one or more subservicing agreements with a subservicer
reasonably acceptable to Holders representing at least 51% of the then Outstanding Note Balance of
each Class of Notes. References herein to actions taken or to be taken by the Servicer in
servicing the Timeshare Loans include actions taken or to be taken by a subservicer on behalf of
the Servicer. Any subservicing agreement will be upon such terms and conditions as the Servicer
may reasonably agree and as are not inconsistent with this Indenture. The Servicer shall be
solely responsible for any subservicing fees.



          (b) Notwithstanding any subservicing agreement, the Servicer (and the Successor Servicer if it
is acting as such pursuant to Section 5.16 hereof) shall remain obligated and liable for the
servicing and administering of the Timeshare Loans in accordance with this Indenture without
diminution of such obligation or liability by virtue of such subservicing agreement and to the same
extent and under the same terms and conditions as if the Servicer alone were servicing and
administering the Timeshare Loans.



          Section 5.10 Servicer Resignation.



          The Servicer shall not resign from the duties and obligations hereby imposed on it under this
Indenture unless and until (i) the Successor Servicer shall have assumed the



34









 







responsibilities and obligations of the Servicer hereunder, and (ii) the Indenture Trustee shall
have received written confirmation from the Rating Agency that such action will not cause the
Rating Agency to reduce, qualify or withdraw the then current rating assigned to any Class of
Notes. Upon such resignation, the Servicer shall comply with Section 5.16(f) hereof.



          Section 5.11 Fees and Expenses.



          As compensation for the performance of its obligations under this Indenture, the Servicer
shall be entitled to receive on each Payment Date, from amounts on deposit in the Collection
Account and in the priorities described in Section 3.04 hereof, the Servicing Fee and as
additional compensation, the amounts described in Section 5.02(b) hereof. Other than Liquidation
Expenses, the Servicer shall pay all expenses incurred by it in connection with its servicing
activities hereunder.



          Section 5.12 Access to Certain Documentation.



          Upon five Business Days’ prior written notice (or without prior written notice following a
Servicer Event of Default), the Servicer will, from time to time during regular business hours, as
requested by the Issuer, the Indenture Trustee or any Noteholder of at least 25% of the Aggregate
Outstanding Note Balance of the most senior Class of Notes then outstanding and, prior to the
occurrence of a Servicer Event of Default, at the expense of the Issuer, the Indenture Trustee or
such Noteholder and upon the occurrence and continuance of a Servicer Event of Default, at the
expense of the Servicer, permit the Issuer, the Indenture Trustee or any Noteholder of the most
senior Class of Notes then outstanding or its agents or representatives (i) to examine and make
copies of and abstracts from all books, records and documents (including, without limitation,
computer tapes and disks) in the possession or under the control of the Servicer relating to the
servicing of the Timeshare Loans serviced by it and (ii) to visit the offices and properties of the
Servicer for the purpose of examining such materials described in clause (i) above, and to discuss
matters relating to the Timeshare Loans with any of the officers, employees or accountants of the
Servicer having knowledge of such matters. Nothing in this Section 5.12 shall affect the obligation
of the Servicer to observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of the Servicer to provide access to information as a result of such
obligation shall not constitute a breach of this Section 5.12.



          Section 5.13 No Offset.



          Prior to the termination of this Indenture, the obligations of Servicer under this Indenture
shall not be subject to any defense, counterclaim or right of offset which the Servicer has or may
have against the Issuer, the Indenture Trustee or any Noteholder, whether in respect of this
Indenture, any Timeshare Loan or otherwise.



          Section 5.14 Cooperation.



          The Indenture Trustee agrees to cooperate with the Servicer in connection with the Servicer’s
preparation of the Monthly Servicer Report, including without limitation, providing account
balances of Trust Accounts and notification of the Events of Default or Rapid



35









 







Amortization Period and other information of which the Indenture Trustee has knowledge which may
affect the Monthly Servicer Report.



          Section 5.15 Indemnification; Third Party Claim.



          The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Custodian and the
Noteholders from and against any and all actual damages (excluding economic losses related to the
collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs,
judgments, and any other costs, fees and expenses that each may sustain because of the failure of
the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise
perform its obligations and duties hereunder in compliance with the terms of this Indenture, or
because of any act or omission by the Servicer due to its negligence or willful misconduct in
connection with its maintenance and custody of any funds, documents and records under this
Indenture, or its release thereof except as contemplated by this Indenture. The Servicer shall
immediately notify the Issuer and the Indenture Trustee if it has knowledge or should have
knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim
relates to the servicing of the Timeshare Loans by the Servicer, assume, with the consent of the
Indenture Trustee, the defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it. This Section 5.15 shall survive the termination of this Indenture or the
resignation or removal of the Servicer hereunder.



          Section 5.16 Back-Up Servicer and Successor Servicer.



          (a) Subject to the terms and conditions herein, the Issuer hereby appoints Wells Fargo Bank,
National Association as the initial Back-Up Servicer hereunder. The Back-Up Servicer shall
perform all of its duties hereunder in accordance with applicable law, the terms of this Indenture,
the respective Timeshare Loans and, to the extent consistent with the foregoing, in accordance with
the customary and usual procedures employed by the Back-Up Servicer with respect to comparable
assets that the Back-Up Servicer services for itself or other Persons. The Back-Up Servicer shall
be compensated for its services hereunder by the Back-Up Servicing Fee.



          (b) Not later than the fourth Business Day preceding a Payment Date (unless otherwise
requested more frequently by the Indenture Trustee), the Servicer shall prepare and deliver to the
Back-Up Servicer: (i) a copy of the Monthly Servicer Report and all other reports and notices, if
any, delivered to the Issuer and the Indenture Trustee (collectively,
the “Monthly Reports”); (ii)
a computer file or files stored on compact disc, magnetic tape or provided electronically, prepared
in accordance with the record layout for data conversion attached hereto as Exhibit G and
made a part hereof (the “Tape(s)”); and (iii) a computer file or files stored on compact disc,
magnetic tape or provided electronically containing cumulative payment history for the Timeshare
Loans, including servicing collection notes (the “Collection Reports”). The Tape(s) shall contain
(y) all information with respect to the Timeshare Loans as of the close of business on the last day
of the Due Period necessary to store the appropriate data in the Back-Up Servicer’s system from
which the Back-Up Servicer will be capable of preparing a daily trial balance relating to the data
and (z) an initial trial balance showing balances of the Timeshare Loans as of the last business
day corresponding to the date of the Tape(s) (the “Initial Trial Balance”). The Back-Up Servicer
shall have no obligations as to the Collection Reports other



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than to insure that they are able to be opened and read (which it shall determine promptly upon
receipt). The Servicer shall give prompt written notice to the Indenture Trustee, the Back-Up
Servicer and the Initial Purchaser of any modifications in the Servicer’s servicing systems.



          (c) The Back-Up Servicer shall use the Tape(s) and Initial Trial Balance to ensure that the
Monthly Reports are complete on their face and the following items in such Monthly Reports have
been accurately calculated, if applicable, and reported: (i) the Aggregate Loan Balance, (ii) the
Aggregate Outstanding Note Balance, (iii) the payments to be made pursuant to Section 3.04 hereof,
(iv) the Default Level and (v) the Delinquency Level. The Back-Up Servicer shall give written
notice on or prior to the Business Day immediately preceding the related Payment Date to the
Indenture Trustee of any discrepancies discovered pursuant to its review of the items required by
this Section 5.16(c) or if any of the items in Section 5.16(b) can not be open and read.



          (d) Other than the duties specifically set forth in this Indenture and those additional
standard reports or services the Servicer or the Indenture Trustee may request of the Back-Up
Servicer from time to time, the Back-Up Servicer shall have no obligation hereunder, including,
without limitation, to supervise, verify, monitor or administer the performance of the Servicer.
The Back-Up Servicer shall have no liability for any action taken or omitted to be taken by the
Servicer.



          (e) From and after the receipt by the Servicer of a written termination notice pursuant to
Section 5.04 hereof or the resignation of the Servicer pursuant to Section 5.10 hereof, and upon
written notice thereof to the Back-Up Servicer from the Indenture Trustee, all authority and power
of the Servicer under this Indenture, whether with respect to the Timeshare Loans or otherwise,
shall pass to and be vested in the Back-Up Servicer, as the Successor Servicer, on the Assumption
Date (as defined in Section 5.16(f) hereof).



          (f) The Servicer shall perform such actions as are reasonably necessary to assist the
Indenture Trustee and the Successor Servicer in such transfer of the Servicer’s duties and
obligations pursuant to Section 5.16(e) hereof. The Servicer agrees that it shall promptly (and in
any event no later than five Business Days subsequent to its receipt of the notice of termination)
provide the Successor Servicer (with costs being borne by the Servicer) with all documents and
records (including, without limitation, those in electronic form) reasonably requested by it to
enable the Successor Servicer to assume the Servicer’s duties and obligations hereunder, and shall
cooperate with the Successor Servicer in effecting the assumption by the Successor Servicer of the
Servicer’s obligations hereunder, including, without limitation, the transfer within two Business
Days to the Successor Servicer for administration by it of all cash amounts which shall at the time
or thereafter received by it with respect to the Timeshare Loans (provided, however, that the
Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this
Indenture on or prior to the date of such termination). If the Servicer fails to undertake such
action as is reasonably necessary to effectuate such transfer of its duties and obligations, the
Indenture Trustee, or the Successor Servicer if so directed by the Indenture Trustee, is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense of the Servicer,
as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things reasonably necessary to effect the purposes of such notice of
termination. Promptly after receipt by the Successor Servicer of such



37









 







documents and records, the Successor Servicer will commence the performance of such servicing
duties and obligations as successor Servicer in accordance with the terms and conditions of this
Indenture (such date, the “Assumption Date”), and from and after the Assumption Date the Successor
Servicer shall receive the Servicing Fee and agrees to and shall be bound by all of the provisions
of this Article V and any other provisions of this Indenture relating to the duties and obligations
of the Servicer, except as otherwise specifically provided herein.




     (i) Notwithstanding anything contained in this Indenture to the contrary, the Successor
Servicer is authorized to accept and rely on all of the accounting, records (including
computer records) and work of the Servicer relating to the Timeshare Loans (collectively,
the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and
the Successor Servicer shall have no duty, responsibility, obligation or liability for the
acts and omissions of the Servicer. If any error, inaccuracy, omission or incorrect or
non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor
Servicer Work Product and such Errors make it materially more difficult to service or should
cause or materially contribute to the Successor Servicer making or continuing any Errors
(collectively, “Continued Errors”), the Successor Servicer shall have no duty,
responsibility, obligation or liability for such Continued Errors;
provided,
however, that the Successor Servicer agrees to use its best efforts to prevent further
Continued Errors. In the event that the Successor Servicer becomes aware of Errors or
Continued Errors, the Successor Servicer, with the prior consent of the Indenture Trustee
(acting at the direction of Notholders representing at least 51% of the then Outstanding
Note Balance of each Class of Notes) shall use its best efforts to reconstruct and reconcile
such data as is commercially reasonable to correct such Errors and Continued Errors and to
prevent future Continued Errors and shall be entitled to recover its costs thereby.




     (ii) The Successor Servicer shall have: (A) no liability with respect to any
obligation which was required to be performed by the terminated or resigned Servicer prior
to the Assumption Date or any claim of a third party based on any alleged action or
inaction of the terminated or resigned Servicer, (B) no obligation to perform any
repurchase or advancing obligations, if any, of the Servicer, (C) no obligation to pay any
taxes required to be paid by the Servicer, (D) no obligation to pay any of the fees and
expenses of any other party involved in this transaction that were incurred by the prior
Servicer and (E) no liability or obligation with respect to any Servicer indemnification
obligations of any prior Servicer including the original Servicer.



          (g) In the event that Wells Fargo Bank, National Association as the initial Back-Up Servicer
is terminated for any reason, or fails or is unable to act as Back-Up Servicer and/or as Successor
Servicer, the Indenture Trustee may enter into a back-up servicing agreement with a back-up
servicer, and may appoint a successor servicer to act under this Indenture, in either event (i) on
such terms and conditions as are provided herein as to the Back-Up Servicer or the Successor
Servicer, as applicable and (ii) with the written confirmation from the Rating Agency that such
action will not cause the Rating Agency to reduce, qualify or withdraw the then current rating
assigned to any Class of Notes.



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          Section 5.17 Limitation on Liability.



          It is expressly understood and agreed by the parties hereto that DRFS is executing this
Indenture solely as Servicer and DRFS undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture applicable to the Servicer.



          Section 5.18 Recordation.



          The Servicer agrees to cause all evidences of recordation and assignment of the original
Mortgage to be delivered to the Custodian to be held as part of the Timeshare Loan Files. Upon the
direction of the Issuer, the Servicer or the Indenture Trustee, the Indenture Trustee shall cause
either the Custodian or a third party appointed by the Indenture Trustee to complete the
Assignments of Mortgage and (at the Servicer’s expense) record such Assignments of Mortgage in all
appropriate jurisdictions.



          Section 5.19 St. Maarten Notice.



          Within 45 days of the Closing Date (with respect to the initial Timeshare Loans) or any
Substitution Date (with respect to a Qualified Substitute Timeshare Loan), as the case may be, the
Servicer shall give notice to each Obligor under a Timeshare Loan with respect to any Resort in
the territory of St. Maarten that such Timeshare Loan has been transferred and assigned to the
Indenture Trustee, in trust, for the benefit of the Noteholders. Such notice may include any
notice or notices that the Issuer’s predecessors in title to the Timeshare Loan may give to the
same Obligor with respect to any transfers and assignments of the Timeshare Loan by such
predecessors. Such notice shall be in the form attached hereto as Exhibit N, as the same
may be amended, revised or substituted by the Indenture Trustee and the Servicer from time to
time.



ARTICLE VI




EVENTS OF DEFAULT; REMEDIES



          Section 6.01 Events of Default.



          “Event of Default” wherever used herein with respect to Notes, means any one of the following:



          (a) default in the payment of interest on any Note within two Business Days after the same
becomes due and payable (determined irrespective of Available Funds); or



          (b) a failure to reduce the Aggregate Outstanding Note Balance to zero and to reimburse all
the Note Balance Write-Down Amounts, if any, at the Stated Maturity; or



          (c) a non-monetary default in the performance, or breach, of any covenant of the Issuer in
this Indenture (other than a covenant dealing with a default in the performance of which or the
breach of which is specifically dealt with elsewhere in this Section 6.01), the continuance of such
default or breach for a period of 30 days (or, if the Issuer shall provide evidence satisfactory to
the Indenture Trustee that such covenant cannot be cured in the 30 day period and



39









 







that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Issuer first
acquiring knowledge thereof, and (y) the Indenture Trustee’s giving written notice thereof to the
Issuer; provided, however, that if such default or breach is in respect of the additional
covenants contained in Section 8.06(a)(i) or (ii), there shall be no grace period whatsoever; or



          (d) if any representation or warranty of the Issuer made in this Indenture shall prove to be
incorrect in any material respect as of the time when the same shall have been made, and such
breach is not remedied within 30 days (or, if the Issuer shall provide evidence satisfactory to the
Indenture Trustee that such representation or warranty cannot be cured in the 30 day period and
that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Issuer first acquiring
knowledge thereof, and (y) the Indenture Trustee’s giving written notice thereof to the Issuer; or



          (e) the entry by a court having jurisdiction in the premises of (i) a decree or order for
relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order
adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of or in respect of the Issuer under any
applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator, or other similar official of the Issuer, or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days; or



          (f) the commencement by the Issuer of a voluntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a
decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief under any applicable federal or
state law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar
official of the Issuer or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the Issuer’s failure to pay its debts generally as they
become due, or the taking of corporate action by the Issuer in furtherance of any such action; or



          (g) any failure by the Seller (or the Performance Guarantors as required under the Seller
Undertaking Agreement) to cure, repurchase or substitute a Defective Timeshare Loan as required
under the Sale Agreement;



          (h) the Issuer becoming subject to registration as an “investment company” under the
Investment Company Act of 1940, as amended; or



          (i) the impairment of the validity of any security interest of the Indenture Trustee in the
Trust Estate in any material respect, except as expressly permitted hereunder, or the



40









 







creation of any material encumbrance on all or any portion of the Trust Estate not otherwise
permitted which is not stayed or released within 10 days of the Issuer having knowledge of its
creation.



          A Servicer Event of Default shall not constitute an Event of Default hereunder.


          Section 6.02 Acceleration of Maturity; Rescission and Annulment.



          (a) If an Event of Default of the kind specified in Section 6.01(e) or Section 6.01(f) hereof
occurs, each Class of Notes shall automatically become due and payable at its Outstanding Note
Balance together with all accrued and unpaid interest thereon. If an Event of Default (other than
an Event of Default of the kind described in the preceding sentence) is related to the failure to
pay interest or principal in respect of a Class of Notes, the Indenture Trustee shall, upon notice
from Holders (other than DRC or an affiliate thereof) representing at least 66- 2/3% of the
Outstanding Note Balance of the most senior Class of Notes then Outstanding (plus, if the payment
of interest and principal on the most senior Class of Notes is current, the consent of holders
(other than DRC or an affiliate thereof) representing at least a majority of the Outstanding Note
Balance of each Class of Notes which has failed to receive one or more payments of interest or
principal), declare each Class of Notes to be immediately due and payable at its Outstanding Note
Balance together with all accrued and unpaid interest thereon. If an Event of Default (other than
an Event of Default described in the preceding two sentences) shall occur and is continuing, the
Indenture Trustee shall, upon notice from Holders representing at least 66-2/3% of the then
Outstanding Note Balance of each Class of Notes, declare each Class of Notes to be immediately due
and payable at its Outstanding Note Balance together with all accrued and unpaid interest thereon.
Upon any such declaration or automatic acceleration, the Outstanding Note Balance of each Class of
Notes together with all accrued and unpaid interest thereon shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Issuer. The Indenture Trustee shall promptly send a notice of any declaration or
automatic acceleration to the Rating Agency.



          (b) At any time after such a declaration of acceleration has been made, or after such
acceleration has automatically become effective and before a judgment or decree for payment of the
money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the
Holders (other than DRC or an Affiliate thereof) representing at least 66-2/3% of the then
Outstanding Note Balance of each Class of Notes by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:




     (i) The amounts on deposit in the Trust Accounts and other funds from collections with
respect to the Timeshare Loans in the possession of the Servicer but not yet deposited in
the Trust Accounts, is a sum sufficient to pay:




     (A) all principal due on each Class of Notes which has become due
otherwise than by such declaration of acceleration and interest thereon
from the date when the same first became due until the date of payment or
deposit at the applicable Note Rate,



41









 






     (B) all interest due with respect to each Class of Notes and, to the
extent that payment of such interest is lawful, interest upon overdue
interest from the date when the same first became due until the date of
payment or deposit at a rate per annum equal to the applicable Note Rate,
and




     (C) all sums paid or advanced by the Indenture Trustee
hereunder and the reasonable compensation, expenses, disbursements, and
advances of each of the Indenture Trustee and the Servicer, its agents and
counsel;




     and




     (ii) all Events of Default with respect to the Notes, other than the non-payment of
the Outstanding Note Balance of each Class of Notes which became due solely by such
declaration of acceleration, have been cured or waived as provided in Section 6.13 hereof.


No such rescission shall affect any subsequent Event of Default or impair any right consequent
thereon.




          Section 6.03 Remedies.



          (a) If an Event of Default with respect to the Notes occurs and is continuing of which a
Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall
immediately give notice to each Noteholder as set forth in Section 7.02 hereof and shall solicit
such Noteholders for advice. The Indenture Trustee shall then take such action as so directed by
the Holders representing at least 66-2/3% of the then Outstanding Note Balance of each Class of
Notes subject to the provisions of this Indenture.



          (b) Following any acceleration of the Notes, the Indenture Trustee shall have all of the
rights, powers and remedies with respect to the Trust Estate as are available to secured parties
under the UCC or other applicable law, subject to subsection (d) below. Such rights, powers and
remedies may be exercised by the Indenture Trustee in its own name as trustee of an express trust.



          (c) If an Event of Default specified in Section 6.01(a) hereof occurs and is continuing, the
Indenture Trustee is authorized to recover judgment in its own name and as trustee of an express
trust against the Issuer for the Aggregate Outstanding Note Balance and interest remaining unpaid
with respect to the Notes.



          (d) If an Event of Default occurs and is continuing, the Indenture Trustee may in its
discretion, and at the instruction of the Holders representing at least 66-2/3% of the then
Outstanding Note Balance of each Class of Notes shall proceed to protect and enforce its rights and
the rights of the Noteholders by such appropriate judicial or other proceedings as the Indenture
Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise



42









 







of any power granted herein, or to enforce any other proper remedy. The Indenture Trustee shall
notify the Issuer, the Rating Agency, the Servicer and the Noteholders of any such action.



          (e) If (i) the Indenture Trustee shall have received instructions within 45 days from the date
notice pursuant to Section 6.03(a) hereof is first given from Holders representing at least 66-2/3%
of the then Outstanding Note Balance of each Class of Notes to the effect that such Persons approve
of or request the liquidation of the Timeshare Loans or (ii) upon an Event of Default set forth in
Section 6.01(e) or (f) hereof, the Indenture Trustee shall to the extent lawful, promptly sell,
dispose of or otherwise liquidate the Timeshare Loans in a commercially reasonable manner and on
commercially reasonable terms, which shall include the solicitation of competitive bids; provided,
however, that, upon an Event of Default set forth in Section 6.01(e) or (f) hereof, Holders
representing at least 51% of the then Outstanding Note Balance of each Class of Notes may notify
the Indenture Trustee that such liquidation shall not occur. The Indenture Trustee may obtain a
prior determination from any conservator, receiver or liquidator of the Issuer that the terms and
manner of any proposed sale, disposition or liquidation are commercially reasonable.



          Section 6.04
Indenture Trustee May File Proofs of Claim. (a) In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Issuer, or the property of the Issuer,
the Indenture Trustee (irrespective of whether the principal of the Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:




     (i) to file and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Indenture Trustee and any
predecessor Indenture Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture
Trustee, their agents and counsel) and of the Noteholders allowed in such judicial
proceeding;




     (ii) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and




     (iii) to participate as a member, voting or otherwise, of any official committee of
creditors appointed in such matter;


and any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to
the Indenture Trustee and to pay to the Indenture Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor
Indenture Trustee, their agents and counsel, and any other amounts due the Indenture Trustee and
any predecessor Indenture Trustee under Section 7.06 hereof.




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          (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization,
agreement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or
affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the
Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.



          Section 6.05 Indenture Trustee May Enforce Claims Without Possession of Notes.



          All rights of action and claims under this Indenture, the Notes, the Timeshare Loans or the
other assets constituting the Trust Estate may be prosecuted and enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provisions for the
payment of the reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and any predecessor Indenture Trustee, their agents and counsel, be for the benefit of the
Noteholders in respect of which such judgment has been recovered, and pursuant to the priorities
contemplated by Section 3.04 hereof.



          Section 6.06 Application of Money Collected.



          Subject to the following paragraph, if the Notes have been declared, have automatically
become, or otherwise become due and payable following an Event of Default and such declaration or
automatic acceleration has not been rescinded or annulled, any money collected by the Indenture
Trustee in respect of the Trust Estate and any other money that may be held thereafter by the
Indenture Trustee as security for the Notes, including without limitation the amounts on deposit
in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the
Indenture Trustee and, in case of the distribution of such money on account of principal or
interest, without presentment of any Notes:




	 	(i)	 	to the Indenture Trustee and the Custodian, ratably based on their
respective entitlements, any unpaid Indenture Trustee Fees, Indenture
Trustee Expenses, Custodial Fees or Custodial Expenses incurred and
charged and unpaid as of such date;
	 
	 	(ii)	 	to the Back-Up Servicer, any unpaid Back-Up Servicing Fees and
Transition Expenses;
	 
	 	(iii)	 	to the Owner Trustee, any unpaid Owner Trustee Fees and Owner
Trustee Expenses;
	 
	 	(iv)	 	to the Administrator, any unpaid Administrator Fees;
	 
	 	(v)	 	to the Servicer, any unpaid Servicing Fees; provided,
however, that
immediately after receipt of such Servicing Fees, the Servicer shall
remit the Issuer’s portion of any then due and owing Lockbox Bank Fees
to each Lockbox Bank;




44









 







	 	(vi)	 	to the Class A Noteholders, the Class A Interest Distribution Amount;
	 
	 	(vii)	 	to the Class A Noteholders, all remaining amounts until
the Outstanding Note Balance of the Class A Notes is reduced to zero and all
Note Balance Write-Down Amounts applied to the Class A Notes have been
reimbursed with interest at the related Note Rate;
	 
	 	(viii)	 	to the Class B Noteholders, the Class B Interest Distribution Amount;
	 
	 	(ix)	 	to the Class B Noteholders, all remaining amounts until the
Outstanding Note Balance of the Class B Notes is reduced to zero and all
Note Balance Write-Down Amounts applied to the Class B Notes have been
reimbursed with interest at the related Note Rate; and
	 
	 	(x)	 	to the Owner or any subsequent owners of the beneficial interests in
the Issuer, any remaining amounts.





          Section 6.07 Limitation on Suits.



          No Noteholder, solely by virtue of its status as Noteholder, shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture, unless an Event of Default shall
have occurred and is continuing and the Holders of Notes evidencing not less than 25% of the then
Outstanding Note Balance of each Class of Notes shall have made written request upon the Indenture
Trustee to institute such action, suit or proceeding in its own name as Indenture Trustee hereunder
and shall have offered to the Indenture Trustee such reasonable indemnity as it may require against
the cost, expenses and liabilities to be incurred therein or thereby, and the Indenture Trustee,
for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding and no direction inconsistent with such
written request has been given such Indenture Trustee during such 60-day period by such
Noteholders; it being understood and intended, and being expressly covenanted by each Noteholder
with every other Noteholder and the Indenture Trustee, that no one or more Noteholders shall have
any right in any manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the Holders of any other of such Notes, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to enforce any right under
this Indenture, except in the manner herein provided and for the benefit of all Noteholders. For
the protection and enforcement of the provisions of this Section 6.07, each and every Noteholder
and the Indenture Trustee shall be entitled to such relief as can be given either at law or in
equity.



          Section 6.08 Unconditional Right of Noteholders to Receive Principal and Interest.



          Notwithstanding any other provision in this Indenture, other than the provisions hereof
limiting the right to recover amounts due on the Notes to recoveries from the property comprising
the Trust Estate, the Holder of any Note shall have the absolute and unconditional right to receive
payment of the principal of and interest on such Note as such payments of



45









 







principal and interest become due, including the Stated Maturity, and such right shall not be
impaired without the consent of such Noteholder.



          Section 6.09 Restoration of Rights and Remedies.



          If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and
in every such case, subject to any determination in such proceeding, the Issuer, the Indenture
Trustee and the Noteholders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Indenture Trustee and the Noteholders
continue as though no such proceeding had been instituted.



          Section 6.10 Rights and Remedies Cumulative.



          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost, or stolen Notes in Section 2.05(f) hereof, no right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



          Section 6.11 Delay or Omission Not Waiver.



          No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or
by the Noteholders, as the case may be.



          Section 6.12 Control by Noteholders.



          Except as may otherwise be provided in this Indenture, until such time as the conditions
specified in Sections 11.01(a)(i) and (ii) hereof have been satisfied in full, the Holders
representing at least 66-2/3% of the then Outstanding Note Balance of each Class of Notes shall
have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture
Trustee, with respect to the Notes. Notwithstanding the foregoing:




     (i) no such direction shall be in conflict with any rule of law or with this
Indenture;




     (ii) the Indenture Trustee shall not be required to follow any such direction
which the Indenture Trustee reasonably believes might result in any personal liability on



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the part of the Indenture Trustee for which the Indenture Trustee is not adequately
indemnified; and




     (iii) the Indenture Trustee may take any other action deemed proper by the Indenture
Trustee which is not inconsistent with any such direction; provided that the Indenture
Trustee shall give notice of any such action to each Noteholder.




     Section 6.13 Waiver of Events of Default.



          (a) The Holders representing at least 66-2/3% of the then Outstanding Note Balance of each
Class of Notes may, by one or more instruments in writing, waive any Event of Default on behalf of
all Noteholders hereunder and its consequences, except a continuing Event of Default:





     (i) in respect of the payment of the principal of or interest on any Note (which may
only be waived by the Holder of such Note), or




     (ii) in respect of a covenant or provision hereof which under Article 9 hereof cannot
be modified or amended without the consent of the Holder of each Outstanding Note affected
(which only may be waived by the Holders of all Outstanding Notes affected).



          (b) A copy of each waiver pursuant to Section 6.13(a) hereof shall be furnished by the Issuer
to the Indenture Trustee and each Noteholder. Upon any such waiver, such Event of Default shall
cease to exist and shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Event of Default or impair any right consequent
thereon.



          Section 6.14 Undertaking for Costs.



          All parties to this Indenture agree (and each Holder of any Note by its acceptance thereof
shall be deemed to have agreed) that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Indenture
Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to
any suit instituted by the Indenture Trustee, to any suit instituted by any Noteholder, or group of
Noteholders representing at least 51% of the then Outstanding Note Balance of each Class of Notes,
or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of
or interest on any Note on or after the maturities for such payments, including the Stated Maturity
as applicable.



          Section 6.15 Waiver of Stay or Extension Laws.



          The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or




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advantage of, any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such
law and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.




          Section 6.16 Sale of Trust Estate.



          (a) The power to effect any sale of any portion of the Trust Estate pursuant to Section 6.03
hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate
remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall
have been sold or all amounts payable on the Notes shall have been paid. The Indenture Trustee
may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public
sale by public announcement made at the time and place of such sale.



          (b) To the extent permitted by applicable law, the Indenture Trustee shall not sell to a
third party the Trust Estate, or any portion thereof except as permitted under Section 6.03(e)
hereof.



          (c) In connection with a sale of all or any portion of the Trust Estate:




     (i) any one or more Noteholders and the Owner may bid for and purchase the property
offered for sale, and upon compliance with the terms of sale may hold, retain, and possess
and dispose of such property, without further accountability, and any Noteholder may, in
paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims
for interest thereon for credit in the amount that shall, upon distribution of the net
proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable
thereon shall be less than the amount due thereon, shall be returned to the Noteholders
after being appropriately stamped to show such partial payment; provided, however, that the
Owner may irrevocably waive its option to bid for and purchase the property offered for
sale by delivering a waiver letter to the Indenture Trustee;




     (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of
conveyance prepared by the Servicer transferring its interest without representation or
warranty and without recourse in any portion of the Trust Estate in connection with a sale
thereof;




     (iii) the Indenture Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the
Trust Estate in connection with a sale thereof, and to take all action necessary to effect
such sale;




     (iv) no purchaser or transferee at such a sale shall be bound to ascertain the
Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or
see to the application of any moneys; and



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     (v) The method, manner, time, place and terms of any sale of all or any portion
of the Trust Estate shall be commercially reasonable.



ARTICLE VII




THE INDENTURE TRUSTEE



          Section 7.01 Certain Duties. The Indenture Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Indenture Trustee
(including, without limitation, the duties referred to in Section 5.04 hereof during the
continuance of a Servicer Event of Default, or a Servicer Event of Default resulting in the
appointment of the Back-Up Servicer as Successor Servicer pursuant to Section 5.16 hereof).



          (b) In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof
are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be
under a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture, provided however, the Indenture Trustee shall not be required to verify or
recalculate the contents thereof.



          (c) In case an Event of Default or a Servicer Event of Default (resulting in the appointment
of the Back-Up Servicer as Successor Servicer) has occurred and is continuing, the Indenture
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent Person would exercise or use under
the circumstances in the conduct of such Person’s own affairs; provided, however, that no
provision in this Indenture shall be construed to limit the obligations of the Indenture Trustee to
provide notices under Section 7.02 hereof.



          (d) The Indenture Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Noteholders
pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee
reasonable security or indemnity (which may be in the form of written assurances) against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction.



          (e) No provision of this Indenture shall be construed to relieve the Indenture Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:




     (i) this Section 7.01(e) shall not be construed to limit the effect of Section 7.01(a) and (b) hereof;




     (ii) the Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it shall be proved that the Indenture Trustee shall
have been negligent in ascertaining the pertinent facts; and



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     (iii) the Indenture Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the written direction of the
holders of the requisite principal amount of the outstanding Notes, or in accordance with
any written direction delivered to it under Section 6.02(a) hereof, relating to the time,
method and place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this
Indenture.



          (f) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 7.01.



          (g) The Indenture Trustee makes no representations or warranties with respect to the
Timeshare Loans.



          (h) Notwithstanding anything to the contrary herein, the Indenture Trustee is not required to
expend or risk its own funds or otherwise incur financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.



          Section 7.02 Notice of Events of Default and Rapid Amortization Period.



          The Indenture Trustee shall promptly (but in any event within three Business Days) notify the
Issuer, the Servicer, the Rating Agency and the Noteholders upon a Responsible Officer obtaining
actual knowledge of any event which constitutes an Event of Default or a Servicer Event of Default,
or would trigger a Rapid Amortization Period or would constitute an Event of Default or a Servicer
Event of Default but for the requirement that notice be given or time elapse or both, provided,
further, that this Section 7.02 shall not limit the obligations of the Indenture Trustee to provide
notices expressly required by this Indenture.



          Section 7.03 Certain Matters Affecting the Indenture Trustee. Subject to the
provisions of Section 7.01 hereof:



          (a) The Indenture Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
parties;



          (b) Any request or direction of any Noteholders, the Issuer, or the Servicer mentioned herein
shall be in writing;



          (c) Whenever in the performance of its duties hereunder the Indenture Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any action
hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officer’s Certificate or Opinion of Counsel;



50









 





          (d) The Indenture Trustee may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be deemed authorization in respect of any action taken, suffered,
or omitted by it hereunder in good faith and in reliance thereon;



          (e) Prior to the occurrence of an Event of Default or a Servicer Event of Default, so long as
a Rapid Amortization Period does not exist, or after the curing of all Events of Default or
Servicer Events of Default which may have occurred, the Indenture Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
document, unless requested in writing so to do by Noteholders representing at least 51% of the
then Outstanding Note Balance of each Class of Notes; provided, however, that if the
payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the reasonable opinion of
the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to
it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against
such cost, expense or liability as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Servicer or, if paid by the Indenture Trustee, shall be
reimbursed by the Servicer upon demand;



          (f) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian (which may be
Affiliates of the Indenture Trustee) and the Indenture Trustee shall not be liable for any acts or
omissions of such agents, attorneys or custodians appointed with due care by it hereunder; and



          (g) Delivery of any reports, information and documents to the Indenture Trustee provided for
herein is for informational purposes only (unless otherwise expressly stated) and the Indenture
Trustee’s receipt of such shall not constitute constructive knowledge of any information
contained therein or determinable from information contained therein, including the Servicer’s or
the Issuer’s compliance with any of its representations, warranties or covenants hereunder (as to
which the Indenture Trustee is entitled to rely exclusively on Officers’ Certificates).



          Section 7.04 Indenture Trustee Not Liable for Notes or Timeshare Loans. The Indenture
Trustee makes no representations as to the validity or sufficiency of this Indenture or any
Transaction Document, the Notes (other than the authentication thereof) or of any Timeshare Loan.
The Indenture Trustee shall not be accountable for the use or application by the Issuer of funds
paid to the Issuer in consideration of conveyance of the Timeshare Loans to the Trust Estate.



          (b) The Indenture Trustee shall have no responsibility or liability for or with respect to
the validity of any security interest in any property securing a Timeshare Loan; the existence or
validity of any Timeshare Loan, the validity of the assignment of any Timeshare Loan to the Trust
Estate or of any intervening assignment; the review of any Timeshare Loan, any Timeshare Loan
File, the completeness of any Timeshare Loan File, the receipt by the Custodian of any Timeshare
Loan or Timeshare Loan File (it being understood that the Indenture Trustee has not reviewed and
does not intend to review such matters); the performance or



51









 





enforcement of any Timeshare Loan; the compliance by the Issuer or the Servicer with any
covenant or the breach by the Servicer or the Issuer of any warranty or representation made
hereunder or in any Transaction Document or the accuracy of any such warranty or representation;
the acts or omissions of the Issuer, the Servicer or any Obligor; or any action of the Servicer or
the Servicer taken in the name of the Indenture Trustee.




          (c) If the Back-Up Servicer acts as Successor Servicer hereunder, it shall be entitled to the
protections of Section 7.04(b) hereof.



          Section 7.05 Indenture Trustee May Own Notes.



          The Indenture Trustee in its individual or any other capacity may become the owner or pledgee
of Notes with the same rights as it would have if it were not Indenture Trustee.



          Section 7.06 Indenture Trustee’s Fees and Expenses.



          On each Payment Date, the Indenture Trustee shall be entitled to the Indenture Trustee Fee
and reimbursement of Indenture Trustee Expenses in the priority provided in Section 3.04 hereof.



          Section 7.07 Eligibility Requirements for Indenture Trustee.



          The Indenture Trustee hereunder shall at all times (a) be a corporation, depository
institution, national banking association or trust company organized and doing business under the
laws of the United States of America or any state thereof authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000, (b) be
subject to supervision or examination by federal or state authority, (c) be capable of maintaining
an Eligible Bank Account, (d) have a long-term unsecured debt rating of not less than “Baa2” from
Moody’s or “A+” from S&P and (e) shall be acceptable to Noteholders representing at least 51% of
the then Outstanding Note Balance of each Class of Notes. If such institution publishes reports of
condition at least annually, pursuant to or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section 7.07, the combined capital and surplus of
such institution shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Indenture Trustee shall cease to
be eligible in accordance with the provisions of this Section 7.07, the Indenture Trustee shall
resign immediately in the manner and with the effect specified in Section 7.08 hereof.



          Section 7.08 Resignation or Removal of Indenture Trustee. The Indenture Trustee may at
any time resign and be discharged with respect to the Notes by giving 60 days’ written notice
thereof to the Servicer, the Issuer and the Noteholders. Upon receiving such notice of resignation,
the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders
representing more than 51% of the then Outstanding Note Balance of each Class of Notes within 30
days of such notice, by written instrument, in quintuplicate, one counterpart of which instrument
shall be delivered to each of the Issuer, the Servicer, the successor Indenture Trustee and the
predecessor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and
have accepted appointment within 60 days after the



52









 






giving of such notice of resignation, the resigning Indenture Trustee may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee.




          (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the
provisions of Section 7.07 hereof and shall fail to resign after written request therefor by the
Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in
any material respect its obligations under this Indenture, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Indenture Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the Issuer or Holders
representing more than 51% of the then Outstanding Note Balance of each Class of Notes may direct,
and the Servicer shall follow such direction and remove the Indenture Trustee. If it removes
the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall
promptly appoint a successor Indenture Trustee not objected to by Holders representing more than
51% of the then Outstanding Note Balance of each Class of Notes, within 30 days after prior
written notice, by written instrument, one counterpart of which instrument shall be delivered to
each of the Issuer, the Servicer, the Noteholders, the Rating Agency, the successor Indenture
Trustee and the predecessor Indenture Trustee.



          (c) Any resignation or removal of the Indenture Trustee and appointment of a successor
Indenture Trustee pursuant to any of the provisions of this Section 7.08 shall not become
effective until acceptance of appointment by the successor Indenture Trustee as provided in
Section 7.09 hereof.



          Section 7.09 Successor Indenture Trustee. Any successor Indenture Trustee appointed as
provided in Section 7.08 hereof shall execute, acknowledge and deliver to each of the Servicer, the
Issuer, the Noteholders and to its predecessor Indenture Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the predecessor Indenture
Trustee shall become effective and such successor Indenture Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder with like effect as if originally named a Indenture Trustee. The predecessor
Indenture Trustee shall deliver or cause to be delivered to the successor Indenture Trustee or its
custodian any Transaction Documents and statements held by it or its custodian hereunder; and the
Servicer and the Issuer and the predecessor Indenture Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for the full and certain vesting
and confirmation in the successor Indenture Trustee of all such rights, powers, duties and
obligations.



          (b) In case of the appointment hereunder of a successor Indenture Trustee with respect to the
Notes, the Issuer, the retiring Indenture Trustee and each successor Indenture Trustee with
respect to the Notes shall execute and deliver an indenture supplemental hereto wherein each
successor Indenture Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes to which the appointment of such successor Indenture Trustee
relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all



53









 





the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes as to which the retiring Indenture Trustee is not retiring shall continue to be vested in
the retiring Indenture Trustee, and (iii) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the Trust
Estate hereunder by more than one Indenture Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same
allocated trust and that each such Indenture Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such
Indenture Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Indenture Trustee shall become effective to the extent
provided therein and each such successor Indenture Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes to which the appointment of such successor Indenture
Trustee relates; but, on request of the Issuer or any successor Indenture Trustee, such retiring
Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all
property and money held by such retiring Indenture Trustee hereunder with respect to the Notes of
that or those to which the appointment of such successor Indenture Trustee relates.



          Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor trustee all
such rights, powers and trusts referred to in the preceding paragraph.



          (c) No successor Indenture Trustee shall accept appointment as provided in this Section 7.09
unless at the time of such acceptance such successor Indenture Trustee shall be eligible under the
provisions of Section 7.07 hereof.



          (d) Upon acceptance of appointment by a successor Indenture Trustee as provided in this
Section 7.09, the Servicer shall mail notice of the succession of such Indenture Trustee hereunder
to each Noteholder at its address as shown in the Note Register. If the Servicer fails to mail
such notice within ten days after acceptance of appointment by the successor Indenture Trustee,
the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer
and the Servicer.



          Section 7.10 Merger or Consolidation of Indenture Trustee.



          Any corporation into which the Indenture Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder,
provided such corporation shall be eligible under the provisions of Section 7.07 hereof,
without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.



          Section 7.11 Appointment of Co-Indenture Trustee or Separate Indenture Trustee. At
any time or times for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located or in which any action of the Indenture
Trustee may be required to be performed or taken, the Indenture Trustee,



54









 





the Servicer or the Holders representing at least 51% of the then Outstanding Note Balance
of each Class of Notes, by an instrument in writing signed by it or them, may appoint, at the
reasonable expense of the Issuer (as an Indenture Trustee Expense) and the Servicer, one or more
individuals or corporations to act as separate trustee or separate trustees or co-trustee, acting
jointly with the Indenture Trustee, of all or any part of the Trust Estate, to the full extent that
local law makes it necessary for such separate trustee or separate trustees or co-trustee acting
jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or
co-trustee, the Indenture Trustee shall remain obligated and liable for the obligations of the
Indenture Trustee under this Indenture. The Indenture Trustee shall promptly send a notice of any
such appointment to the Rating Agency.




          (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall
execute, acknowledge and deliver all such instruments as may be required by the legal requirements
of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the
purpose of more fully confirming such title, rights, or duties to such separate trustee or
separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such
separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such
title to the Trust Estate or any part thereof, and with such rights, powers, duties and
obligations as shall be specified in the instrument of appointment, and such rights, powers,
duties and obligations shall be conferred or imposed upon and exercised or performed by the
Indenture Trustee, or the Indenture Trustee and such separate trustee or separate trustees or
co-trustees jointly with the Indenture Trustee subject to all the terms of this Indenture, except
to the extent that under any law of any jurisdiction in which any particular act or acts are to be
performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties and obligations shall be exercised and performed by
such separate trustee or separate trustees or co-trustee, as the case may be. Any separate
trustee or separate trustees or co-trustee may, at any time by an instrument in writing,
constitute the Indenture Trustee its attorney-in-fact and agent with full power and authority to
do all acts and things and to exercise all discretion on its behalf and in its name. In any case
any such separate trustee or co-trustee shall die, become incapable of acting, resign or be
removed, the title to the Trust Estate and all assets, property, rights, power duties and
obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law,
vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such
separate trustee or co-trustee unless and until a successor is appointed.



          (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall
extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing
provisions of this Section 7.11.



          (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by
law, be appointed and act and the Indenture Trustee shall act, subject to the following provisions
and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture
Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised
solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred
or imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by
the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees
jointly except to the extent that under any law of any jurisdiction in



55









 





which any particular act or acts are to be performed, the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Timeshare Properties in any such
jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate
trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee
or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the
consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by
reason of any act or omission of any other trustee hereunder.




          If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to
conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements
necessary or proper to remove any additional trustee or separate trustee.



          (e) Any request, approval or consent in writing by the Indenture Trustee to any additional
trustee or separate trustee shall be sufficient warrant to such additional trustee or separate
trustee, as the case may be, to take such action as may be so requested, approved or consented to.



          (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional
trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.



          Section 7.12 Note Registrar Rights.



          So long as the Indenture Trustee is the Note Registrar, the Note Registrar shall be entitled
to the rights, benefits and immunities of the Indenture Trustee as set forth in this Article VII
to the same extent and as fully as though named in place of the Indenture Trustee.



          Section 7.13 Authorization.



          The Indenture Trustee is hereby authorized to enter into and perform each of the Transaction
Documents and the Depository Agreement.



ARTICLE VIII




COVENANTS



          Section 8.01 Payment
of Principal and Interest.



          The Issuer will cause the due and punctual payment of the principal of and interest on the
Notes in accordance with the terms of the Notes and this Indenture.



          Section 8.02 Maintenance of Office or Agency; Chief Executive Office.



          The Issuer will maintain an office or agency in the State of Delaware at the Corporate Trust
Office of the Owner Trustee, where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served.



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          Section 8.03 Money for Payments to Noteholders to be Held in
Trust.



          (a) All payments of amounts due and payable with respect to any Notes that are to be made
from amounts withdrawn from the Trust Accounts pursuant to Section 3.04 or Section 6.06 hereof
shall be made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from
the Collection Account for payments of Notes shall be paid over to the Issuer under any
circumstances except as provided in this Section 8.03, in Section 3.04 hereof or Section 6.06
hereof.



          (b) In making payments hereunder, the Indenture Trustee will hold all sums held by it for the
payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided
and pay such sums to such Persons as herein provided.



          (c) Except as required by applicable law, any money held by the Indenture Trustee in trust
for the payment of any amount due with respect to any Note and remaining unclaimed for three years
after such amount has become due and payable to the Noteholder shall be discharged from such trust
and, subject to applicable escheat laws, and so long as no Event of Default has occurred and is
continuing, paid to the Issuer upon request; otherwise, such amounts shall be redeposited in the
Collection Account as Available Funds, and such Noteholder shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof (but only to the extent of the
amounts so paid to the Issuer), and all liability of the Indenture Trustee with respect to such
trust money shall thereupon cease.



          Section 8.04
Existence; Merger; Consolidation, etc.



          (a) The Issuer will keep in full effect its existence, rights and franchises as a statutory
trust under the laws of the State of Delaware, and will obtain and preserve its qualification to
do business as a foreign statutory trust in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Indenture, the Notes or any
of the Timeshare Loans.



          (b) The Issuer shall at all times observe and comply in all material respects with (i) all
laws applicable to it, (ii) all requirements of law in the declaration and payment of
distributions, (iii) all requisite and appropriate formalities (including without limitation all
appropriate authorizations required by the Trust Agreement) in the management of its business and
affairs and the conduct of the transactions contemplated hereby, and (iv) the provisions of the
Trust Agreement.



          (c) The Issuer shall not (i) consolidate or merge with or into any other Person or convey or
transfer its properties and assets substantially as an entirety to any other Person or (ii)
commingle its assets with those of any other Person.



          (d) The Issuer shall not become an “investment company” or under the “control” of an
“investment company” as such terms are defined in the Investment Company Act of 1940, as amended
(or any successor or amendatory statute), and the rules and regulations thereunder (taking into
account not only the general definition of the term “investment company” but also any available
exceptions to such general definition); provided, however, that the Issuer shall be



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in compliance with this Section 8.04 if it shall have obtained an order exempting it
from regulation as an “investment company” so long as it is in compliance with the conditions
imposed in such order.



          Section 8.05 Protection of Trust Estate; Further Assurances.



          The Issuer will from time to time execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments of further
assurance, and other instruments, and will take such other action as may be necessary or advisable
to:



     (i) Grant more effectively the assets comprising all or any portion of the Trust
Estate;



     (ii) maintain or preserve the lien of this Indenture or carry out more effectively the
purposes hereof;



     (iii) publish notice of, or protect the validity of, any Grant made or to be made by
this Indenture and perfect the security interest contemplated hereby in favor of the
Indenture Trustee in each of the Timeshare Loans and all other property included in the
Trust Estate; provided, that the Issuer shall not be required to cause the
recordation of the Indenture Trustee’s name as lienholder on the related title documents
for the Timeshare Properties so long as no Event of Default has occurred and is continuing;



     (iv) enforce or cause the Servicer to enforce any of the Timeshare Loans in accordance
with the Servicing Standard, provided, however, the Issuer will not cause the
Servicer to obtain on behalf of the Indenture Trustee or the Noteholders, any Timeshare
Property or to take any actions with respect to any property the result of which would
adversely affect the interests of the Indenture Trustee or the Noteholders (including, but
not limited to actions which would cause the Indenture Trustee or the related Noteholders
to be considered a holder of title, mortgagee-in-possession, or otherwise, or an “owner” or
“operator” of Timeshare Property not in compliance with applicable environmental statutes);
and



     (v) preserve and defend title to the Timeshare Loans (including the right to receive
all payments due or to become due thereunder), the interests in the Timeshare Properties,
or other property included in the Trust Estate and preserve and defend the rights of the
Indenture Trustee in the Trust Estate (including the right to receive all payments due or
to become due thereunder) against the claims of all Persons and parties other than as
permitted hereunder.



The Issuer, upon the Issuer’s failure to do so, hereby irrevocably designates the Indenture
Trustee and the Servicer, severally, its agents and attorneys-in-fact to execute any financing
statement or continuation statement or assignment of Mortgage required pursuant to this Section
8.05; provided, however, that such designation shall not be deemed to create a duty in the
Indenture Trustee to monitor the compliance of the Issuer with the foregoing covenants, and
provided, further, that the duty of the Indenture Trustee to execute any instrument
required pursuant to this Section 8.05 shall arise only if a Responsible Officer of the Indenture
Trustee




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has actual knowledge of any failure of the Issuer to comply with the provisions of this
Section 8.05. Such financing statements may describe the Trust Estate in the same manner as
described herein or may contain an indication or description of collateral that describes such
property in any other manner as any of them may determine, in its sole discretion, is necessary,
advisable or prudent to ensure the perfection of the security interest in the Trust Estate granted
to the Indenture Trustee herein, including, without limitation, describing such property as “all
assets” or “all personal property, whether now owned or hereafter acquired.”




          Section 8.06 Additional Covenants.



          (a) The Issuer will not:




     (i) sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate
except as expressly permitted by this Indenture;




     (ii) claim any credit on, or make any deduction from, the principal of, or interest
on, any of the Notes by reason of the payment of any taxes levied or assessed upon any
portion of the Trust Estate;




     (iii) (A) permit the validity or effectiveness of this Indenture or any Grant hereby to
be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or
obligations under this Indenture, except as may be expressly permitted hereby, (B) permit
any lien, charge, security interest, mortgage or other encumbrance to be created on or to
extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof other than the lien of this Indenture, or (C)
except as otherwise contemplated in this Indenture, permit the lien of this Indenture not to
constitute a valid first priority security interest in the Trust Estate; or




     (iv) take any other action or fail to take any actions which may cause the Issuer to
be taxable as (A) an association pursuant to Section 7701 of the Code and the corresponding
regulations, (B) a publicly traded partnership taxable as a corporation pursuant to Section
7704 of the Code and the corresponding regulations or (C) a taxable mortgage pool pursuant
to Section 7701(i) of the Code and the corresponding regulations.



          (b) Notice of Events of Default and Rapid Amortization Period. Immediately, but in no
event more than one Business Day upon becoming aware of the existence of any condition or event
which constitutes a Default or an Event of Default or a Servicer Event of Default or triggers a
Rapid Amortization Period, the Issuer shall deliver to the Indenture Trustee a written notice
describing its nature and period of existence and what action the Issuer is taking or proposes to
take with respect thereto.



          (c) Report on Proceedings. Promptly upon the Issuer’s becoming aware of (i) any
proposed or pending investigation of it by any governmental authority or agency; or (ii) any
pending or proposed court or administrative proceeding which involves or may involve the
possibility of materially and adversely affecting the properties, business, prospects, profits or
condition (financial or otherwise) of the Issuer, the Issuer shall deliver to the Indenture Trustee
and the Rating Agency a written notice specifying the nature of such investigation or proceeding



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and what action the Issuer is taking or proposes to take with respect thereto and
evaluating its merits.



          Section 8.07 Taxes. The Issuer shall pay, as an Administrator Expense in accordance
with Section 3.04, all taxes when due and payable or levied against its assets, properties or
income, including any property that is part of the Trust Estate, except to the extent the Issuer
is contesting the same in good faith and has set aside adequate reserves in accordance with
generally accepted accounting principles for the payment thereof. The Issuer shall be disregarded
for federal income tax purposes.



          Section 8.08 Treatment of Note as Debt for Tax Purposes.



          The Issuer shall treat the Notes as indebtedness for all federal, state and local income and
franchise tax purposes.



ARTICLE IX




SUPPLEMENTAL INDENTURES


          Section 9.01 Supplemental Indentures without Consent of Noteholders.



          (a) The Issuer, by an Issuer Order, and the Indenture Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form satisfactory to the
Indenture Trustee without the consent of any Noteholder, for any of the following purposes:




     (i) to correct or amplify the description of any property at any time subject to the
lien of this Indenture, or to better assure, convey and confirm unto the Indenture Trustee
any property subject or required to be subjected to the lien of this Indenture;
provided such action pursuant to this clause (i) shall not adversely affect the
interests of the Noteholders in any respect;




     (ii) to evidence and provide for the acceptance of appointment hereunder by a
successor Indenture Trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the
requirements of Section 7.09 and Section 7.11 hereof; or




     (iii) to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture; provided that
such action pursuant to this clause (iii) shall not adversely affect the interests of the
Holders of Notes.



          (b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the
effectiveness thereof, to each Noteholder and the Rating Agency a copy of any supplemental
indenture entered into pursuant to this Section 9.01 hereof.



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          (c) Provided that all other conditions precedent have been satisfied, the
Indenture Trustee shall approve any supplemental indenture for which it receives written
confirmation from the Rating Agency that such supplemental indenture will not cause the Rating
Agency to reduce, qualify or withdraw the then current rating assigned to any Class of Notes (and
any Opinion of Counsel requested by the Indenture Trustee in connection with any such supplemental
indenture may rely expressly on such confirmation as the basis therefor).



          Section 9.02 Supplemental Indentures with Consent of Noteholders.



          (a) With the consent of the Holders representing not less than 51% of the then Outstanding
Note Balance of each Class of Notes and by Act of said Noteholders delivered to the Issuer and the
Indenture Trustee, the Issuer, by a Issuer Order, and the Indenture Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of modifying in
any manner the rights of the Noteholders under this Indenture; provided, that no
supplemental indenture shall, without the consent of the Holder of 100% of the then Outstanding
Note Balance of each Class of Notes affected thereby:




     (i) change the Stated Maturity of any Note or the amount of principal payments or
interest payments due or to become due on any Payment Date with respect to any Note, or
change the priority of payment thereof as set forth herein, or reduce the principal amount
thereof or the Note Rate thereon, or change the place of payment where, or the coin or
currency in which, any Note or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Maturity thereof;




     (ii) reduce the percentage of the Outstanding Note Balance, the consent of whose
Noteholders is required for any such supplemental indenture, for any waiver of compliance
with provisions of this Indenture or Events of Default and their consequences, provided for
in this Indenture;




     (iii) modify any of the provisions of this Section 9.02 or Section 6.13 hereof except
to increase any percentage of Noteholders required for any modification or waiver or to
provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holders of 100% of the then Outstanding Note Balance of each Class of
Notes affected thereby;




     (iv) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”; or




     (v) permit the creation of any lien ranking prior to or on a parity with the lien of
this Indenture with respect to any part of the Trust Estate or terminate the lien of this
Indenture on any property at any time subject hereto or deprive any Noteholder of the
security afforded by the lien of this Indenture;



     provided, no such supplemental indenture may modify or change any terms whatsoever of the
Indenture that could be construed as increasing the Issuer’s or the Servicer’s discretion
hereunder; provided further, that no such supplemental indenture shall be entered into unless the



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Indenture Trustee shall have received written confirmation from the Rating Agency that such
supplemental indenture will not cause the Rating Agency to reduce, qualify or withdraw the then
current rating assigned to any Class of Notes.




          (b) The Indenture Trustee shall promptly deliver to each Noteholder and the Rating Agency a
copy of any supplemental indenture entered into pursuant to Section 9.02(a) hereof.



          Section 9.03 Execution of Supplemental Indentures.



          In executing, or accepting the additional trusts created by, any supplemental indenture (a)
pursuant to Section 9.01 hereof or (b) pursuant to Section 9.02 hereof without the consent of each
holder of the Notes to the execution of the same, or the modifications thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive, and (subject to
Section 7.01 hereof) shall be, fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any supplemental indenture which
affects the Indenture Trustee’s own rights, duties, obligations, or immunities under this Indenture
or otherwise. Notwithstanding anything contained in this Section 9.03, the Indenture Trustee shall
not effect any amendment to the Indenture until it shall have received a certification from the
Administrator that there would not, as a result of such amendment, be a change in the treatment of
the Issuer as a “Qualified Special Purpose Entity” under Statement of Financial Accounting
Standards No. 140 (or any applicable successor Statement of Financial Accounting Standards).



          Section 9.04 Effect of Supplemental Indentures.



          Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.



          Section 9.05 Reference in Notes to Supplemental Indentures.



          Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and shall if required by the Indenture Trustee, bear a notation in form
approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.
New Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to
any such supplemental indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.




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ARTICLE X




REDEMPTION OF NOTES



          Section 10.01 Optional Redemption; Election to Redeem. The Issuer will have the option
to redeem all, but not less than all of the Notes and thereby cause the early repayment of the
Notes on any Payment Date on or after the Optional Redemption Date.




          Section 10.02 Notice to Indenture Trustee. The Issuer shall give written notice of its
intention to redeem the Notes to the Indenture Trustee at least 30 days prior to the Redemption
Date (unless a shorter period shall be satisfactory to the Indenture Trustee).




          Section 10.03 Notice of Redemption by the Issuer. Notices of redemption shall be given
by first class mail, postage prepaid, mailed not less than 30 days prior to the Redemption Date, to
each Noteholder, at its address in the Note Register, and to the Rating Agency. All notices of
redemption shall state (a) the Redemption Date, (b) the Redemption Price, (c) that on the
Redemption Date, the Redemption Price will become due and payable upon each Note, and that interest
thereon shall cease to accrue if payment is made on the Redemption Date, and (d) the office of the
Indenture Trustee or other place where the Notes are to be surrendered for payment of the
Redemption Price. Failure to give notice of redemption, or any defect therein, to any Noteholder
shall not impair or affect the validity of the redemption of any other Note.




          Section 10.04 Deposit of Redemption Price. On or before the Business Day immediately
preceding the Redemption Date, the Issuer shall deposit with the Indenture Trustee an amount equal
to the Redemption Price (less any portion of such payment to be made from monies in the Collection
Account).




          Section 10.05 Notes Payable on Redemption Date. Notice of redemption having been given
as provided in Section 10.03 hereof and deposit of the Redemption Price with the Indenture Trustee
having been done as provided in Section 10.04 hereof, the Notes shall on the Redemption Date,
become due and payable at the Redemption Price and on such Redemption Date such Notes shall cease
to bear interest. The Noteholders shall be paid the Redemption Price by the Indenture Trustee on
behalf of the Issuer upon presentment and surrender of their Notes as provided in the notices of
redemption. If the Issuer shall have failed to deposit the Redemption Price with the Indenture
Trustee, the principal and interest with respect to each Class of Notes shall, until paid, bear
interest at their respective Note Rate. The failure to deposit the Redemption Price shall not
constitute an Event of Default hereunder.




ARTICLE XI




SATISFACTION AND DISCHARGE



          Section 11.01 Satisfaction and Discharge of Indenture.




          (a) This Indenture shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Notes herein expressly provided for), and the





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Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:





     (i) either:




     (A)all Notes theretofore authenticated and delivered to Noteholders (other than (1)
Notes which have been destroyed, lost or stolen and which have been paid as provided in
Section 2.05 hereof and (2) Notes for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or
discharged from such trust, as provided in Section 8.03(c) hereof) have been delivered to
the Indenture Trustee for cancellation upon payment and discharge of the entire
indebtedness on such Notes; or




     (B) the final installments of principal on all such Notes not theretofore delivered to
the Indenture Trustee for cancellation (1) have become due and payable, or (2) will become
due and payable at their Stated Maturity, as applicable within one year, and the Issuer has
irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds
in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness
on such Notes to the date of such deposit (in the case of Notes which have become due and
payable) or to the Stated Maturity thereof upon the delivery of such Notes to the Indenture
Trustee for cancellation; or




     (C) in the event of an Optional Redemption pursuant to Article X, the Issuer has
irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds
in trust for the purpose of early repayment of the Notes, an amount sufficient to pay and
discharge the entire indebtedness on such Notes upon the delivery of such Notes to the
Indenture Trustee for cancellation;




     (ii) the Issuer and the Servicer have paid or caused to be paid all other sums payable
hereunder by the Issuer and the Servicer to the Indenture Trustee for the benefit of the
Noteholders and the Indenture Trustee, including proceeds of the Timeshare Loans pursuant to
Sections 3.04 or 6.06 hereof;




     (iii) the funds held in trust by the Indenture Trustee pursuant to Sections 11.01(a)(i) and
(ii) hereof for the purpose of paying and discharging the entire indebtedness on the Notes have
been applied to such purpose and the rights of all of the Noteholders to receive payments from the
Issuer have terminated;




     (iv) following the completion of the actions provided in Sections 11.01(a)(i), (ii) and (iii)
hereof, the Indenture Trustee has delivered to the Issuer all cash, securities and other property
held by it as part of the Trust Estate; and




     (v) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



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          (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Issuer to the Indenture Trustee under Section 7.06 hereof and, if money shall have been deposited
with the Indenture Trustee pursuant to Section 11.01(a)(i) hereof, the obligations of the Indenture
Trustee under Section 11.02 hereof and Section 8.03(c) hereof shall survive.




          Section 11.02 Application of Trust Money.




          Subject to the provisions of Section 8.03(c) hereof, all money deposited with the Indenture
Trustee pursuant to Sections 11.01 and 8.03 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment to the Persons
entitled thereto, of the principal and interest for whose payment such money has been deposited
with the Indenture Trustee.




          Section 11.03 Trust Termination Date.




          The Trust Estate created by this Indenture shall be deemed to have terminated on the date that
the Indenture Trustee executes and delivers to the Issuer and the Owner Trustee an instrument
acknowledging satisfaction and discharge of the Indenture.




ARTICLE XII




REPRESENTATIONS AND WARRANTIES



          Section 12.01 Representations and Warranties of the Issuer.




          The Issuer represents and warrants to the Indenture Trustee, the Servicer and the Noteholders,
as of the Closing Date, as follows:




          (a) Organization and Good Standing. The Issuer has been duly formed and is validly
existing and in good standing under the laws of the State of Delaware, with power and authority to
own its properties and to conduct its business as such properties shall be currently owned and such
business is presently conducted and has the power and authority to own and convey all of its
properties and to execute and deliver this Indenture and the Transaction Documents and to perform
the transactions contemplated hereby and thereby.




          (b) Binding Obligation. This Indenture and the Transaction Documents to which it is a
party have each been duly executed and delivered on behalf of the Issuer and this Indenture and
each Transaction Document to which it is a party constitutes a legal, valid and binding obligation
of the Issuer enforceable in accordance with its terms except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting creditors’ rights and by general principles
of equity.




          (c) No Consents Required. No consent of, or other action by, and no notice to or
filing with, any Governmental Authority or any other party, is required for the due execution,
delivery and performance by the Issuer of this Indenture or any of the Transaction Documents or for
the perfection of or the exercise by the Indenture Trustee or the Noteholders of any of their
rights or remedies thereunder which have not been duly obtained.






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          (d) No Violation. The consummation of the transaction contemplated by this Indenture
and the fulfillment of the terms hereof shall not conflict with, result in any material breach of
any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a
default under, the certificate of trust, the trust agreement of the Issuer, or any indenture,
agreement or other instrument to which the Issuer is a party or by which it is bound; nor result in
the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than this Indenture).




          (e) No Proceedings. There is no pending or threatened action, suit or proceeding, nor
any injunction, writ, restraining order or other order of any nature against or affecting the
Issuer, its officers or directors, or the property of the Issuer, in any court or tribunal, or
before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the
invalidity of this Indenture or any of the Transaction Documents, (ii) seeking to prevent the sale
and assignment of any Timeshare Loan or the consummation of any of the transactions contemplated
thereby, (iii) seeking any determination or ruling that might materially and adversely affect (A)
the performance by the Issuer of this Indenture or any of the Transaction Documents or the
interests of the Noteholders, (B) the validity or enforceability of this Indenture or any of the
Transaction Documents, (C) any Timeshare Loan, or (D) the Intended Tax Characterization, or (iv)
asserting a claim for payment of money adverse to the Issuer or the conduct of its business or
which is inconsistent with the due consummation of the transactions contemplated by this Indenture
or any of the Transaction Documents.




          (f) Issuer Not Insolvent. The Issuer is solvent and will not become insolvent after
giving effect to the transactions contemplated by this Indenture and each of the Transaction
Documents.




          (g) Notes Authorized, Executed, Authenticated, Validly Issued and Outstanding. The
Notes have been duly and validly authorized, and when duly and validly executed and authenticated
by the Indenture Trustee in accordance with the terms of this Indenture and delivered to and paid
for by each Holder as provided herein, will be validly issued and outstanding and entitled to the
benefits hereof.




          (h) Location of Chief Executive Office and Records. The principal place of business
and chief executive office of the Issuer, and the office where the Issuer maintains all of its
records is located at 10600 West Charleston Boulevard, Las Vegas, Nevada 89135.




          (i) Enforceability of Transaction Documents. Each of the Transaction Documents to
which it is a party has been duly authorized, executed and delivered by the Issuer and constitutes
the legal, valid and binding obligations of the Issuer, enforceable against it in accordance with
its terms.




          (j) Accuracy of Information. The representations and warranties of the Issuer in the
Transaction Documents are true and correct in all material respects as of the Closing Date and,
except for representations and warranties expressly made as of a different date, each Substitution
Date.





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          (k) Special Purpose. The Issuer shall engage in no business, and take no actions with
respect to any other transaction than the transactions contemplated by the Transaction Documents
and will otherwise maintain its existence separate from the Seller and all other entities as
provided in its organizational documents.




          (l) Securities Laws. The Issuer 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.




          (m) Representations and Warranties Regarding Security Interest and Loan
Files.





     (i) Payment of principal and interest on the Notes and the prompt observance and
performance by the Issuer of all terms and provisions of this Indenture are secured by the
Trust Estate. Upon the issuance of the Notes and at all times thereafter, so long as any
Notes are outstanding, this Indenture creates a valid and continuing security interest (as
defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which
security interest is prior to all other Liens, and is enforceable as such against creditors
of the purchasers from the Issuer.




     (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute
either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the
meaning of the applicable UCC.




     (iii) The Issuer owns and has good and marketable title to the Trust Estate free and
clear of any Lien, claim or encumbrance of any Person.




     (iv) The Issuer has caused or will have caused, within ten days of the Closing Date,
the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in
the Trust Estate granted to the Indenture Trustee hereunder.




     (v) All original executed copies of each Obligor Note that constitute or evidence the
Trust Estate have been delivered to the Custodian and the Issuer has received a Trust
Receipt therefore, which acknowledges that the Custodian is holding the Obligor Notes that
constitute or evidence the Trust Estate solely on behalf and for the benefit of the
Indenture Trustee.




     (vi) Other than the security interest granted to the Indenture Trustee pursuant to
this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in,
or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that include a description
of collateral covering the Trust Estate other than any financing statement relating to the
security interest granted to the Indenture Trustee hereunder or that has been terminated.




     (vii) All financing statements filed or to be filed against the Issuer in favor of the
Indenture Trustee in connection herewith describing the Trust Estate contain a statement to
the following effect: “A purchase of or security interest in any collateral described in
this financing statement will not violate the rights of the Secured Party.”



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     (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any
marks or notations indicating that they have been pledged, assigned or otherwise conveyed
to any Person other than the Indenture Trustee.



          The foregoing representations and warranties in Section 12.01(m)(i) — (viii) shall remain in
full force and effect and shall not be waived or amended until the Notes are paid in full or
otherwise release or discharged.




          Section 12.02 Representations and Warranties of the Initial Servicer.




          The initial Servicer hereby represents and warrants as of the Closing Date, the following:





     (a) Organization and Authority. The Servicer:




     (i) is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada;




     (ii) has all requisite power and authority to own and operate its properties and to
conduct its business as currently conducted and as proposed to be conducted as contemplated
by the Transaction Documents to which it is a party, to enter into the Transaction
Documents to which it is a party and to perform its obligations under the Transaction
Documents to which it is a party; and




     (iii) has made all filings and holds all material franchises, licenses, permits and
registrations which are required under the laws of each jurisdiction in which the
properties owned (or held under lease) by it or the nature of its activities makes such
filings, franchises, licenses, permits or registrations necessary.



          (b) Place of Business. The address of the principal place of business and chief
executive office of the Servicer is 10600 West Charleston Boulevard, Las Vegas, Nevada 89135 and
there have been no other such locations during the immediately preceding four months.




          (c) Compliance with Other Instruments, etc. The Servicer is not in violation of any
term of its certificate of incorporation and by-laws. The execution, delivery and performance by
the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict
with or violate the certificate of incorporation or bylaws of the Servicer, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of, or constitute a default under,
or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant
to the terms of any instrument or agreement to which the Servicer is a party or by which it is
bound, or (iii) require any consent of or other action by any trustee or any creditor of, any
lessor to or any investor in the Servicer.




          (d) Compliance with Law. The Servicer is in compliance with all statutes, laws and
ordinances and all governmental rules and regulations to which it is subject, the violation of
which, either individually or in the aggregate, could materially adversely affect its business,
earnings, properties or condition (financial or other). The policies and procedures set forth in
the Credit and Collection Policies on the Closing Date are in material compliance with all
applicable





68









 







statutes, laws and ordinances and all governmental rules and regulations. The execution, delivery
and performance of the Transaction Documents to which it is a party do not and will not cause the
Servicer to be in violation of any law or ordinance, or any order, rule or regulation, of any
federal, state, municipal or other governmental or public authority or agency.




          (e) Pending Litigation or Other Proceedings. There is no pending or, to the best of
the Servicer’s knowledge, threatened action, suit, proceeding or investigation before any court,
administrative agency, arbitrator or governmental body against or affecting the Servicer which, if
decided adversely, would materially and adversely affect (i) the condition (financial or
otherwise), business or operations of the Servicer, (ii) the ability of the Servicer to perform its
obligations under, or the validity or enforceability of this Indenture or any other documents or
transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any
Timeshare Property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the
Liens of the Timeshare Loans.




          (f) Taxes. It has timely filed all tax returns (federal, state and local) which are
required to be filed and has paid all taxes related thereto, other than those which are being
contested in good faith.




          (g) Transactions in Ordinary Course. The transactions contemplated by this Indenture
are in the ordinary course of business of the Servicer.




          (h) Securities Laws. The Servicer 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.




          (i) Proceedings. The Servicer has taken all action necessary to authorize the
execution and delivery by it of the Transaction Documents to which it is a party and the
performance of all obligations to be performed by it under the Transaction Documents.




          (j) Defaults. The Servicer 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
which would have a material adverse effect on the transactions contemplated hereunder; and to the
Servicer’s knowledge, as applicable, 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.




          (k) Insolvency. The Servicer is solvent. Prior to the date hereof, the Servicer did
not, and is not about to, engage in any business or transaction for which any property remaining
with the Servicer would constitute an unreasonably small amount of capital. In addition, the
Servicer has not incurred debts that would be beyond the Servicer’s ability to pay as such debts
matured.




          (l) No Consents. No prior consent, approval or authorization of, registration,
qualification, designation, declaration or filing with, or notice to any federal, state or local
governmental or public authority or agency, is, was or will be required for the valid execution,





69









 







delivery and performance by the Servicer of the Transaction Documents to which it is a party. The
Servicer has obtained all consents, approvals or authorizations of, made all declarations or
filings with, or given all notices to, all federal, state or local governmental or public
authorities or agencies which are necessary for the continued conduct by the Servicer of its
respective businesses as now conducted, other than such consents, approvals, authorizations,
declarations, filings and notices which, neither individually nor in the aggregate, materially and
adversely affect, or in the future will materially and adversely affect, the business, earnings,
prospects, properties or condition (financial or other) of the Servicer.




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




          (n) Information. No document, certificate or report furnished by the Servicer, in
writing, pursuant to this Indenture or in connection with the transactions contemplated hereby,
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, in light
of the circumstances under which they were made, not misleading. There are no facts relating to the
Servicer as of the Closing Date which when taken as a whole, materially adversely affect the
financial condition or assets or business of the Servicer, or which may impair the ability of the
Servicer to perform its obligations under this Indenture, which have not been disclosed herein or
in the certificates and other documents furnished by or on behalf of the Servicer pursuant hereto
or thereto specifically for use in connection with the transactions contemplated hereby or thereby.




          Section 12.03 Representations and Warranties of the Indenture Trustee and the Back-Up
Servicer.




          The Indenture Trustee and the Back-Up Servicer hereby represent and warrant as of the Closing
Date, the following:




          (a) The Indenture Trustee and the Back-Up Servicer is each a national banking association duly
organized, validly existing and in good standing under the laws of the United States.




          (b) The execution and delivery of this Indenture and the other Transaction Documents to which
the Indenture Trustee or the Back-Up Servicer is a party, and the performance and compliance with
the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee or
the Back-Up Servicer is a party by the Indenture Trustee or the Back-Up Servicer, as applicable,
will not violate the Indenture Trustee’s or the Back-Up Servicer’s organizational documents or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in a breach of, any material agreement or other material instrument to
which it is a party or by which it is bound.




          (c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust
Estate may be located require that a co-trustee or separate trustee be appointed to act with
respect to such property as contemplated herein, the Indenture Trustee has the full power






70









 







and authority to carry on its business as now being conducted and to enter into and consummate all
transactions contemplated by this Indenture and the other Transaction Documents, has duly
authorized the execution, delivery and performance of this Indenture and the other Transaction
Documents to which it is a party, and has duly executed and delivered this Indenture and the other
Transaction Documents to which it is a party.




          (d) The Back-Up Servicer has the full power and authority to carry on its business as now
being conducted and to enter into and consummate all transactions contemplated by this Indenture
and the other Transaction Documents, has duly authorized the execution, delivery and performance of
this Indenture and the other Transaction Documents to which it is a party, and has duly executed
and delivered this Indenture and the other Transaction Documents to which it is a party.




          (e) This Indenture, assuming due authorization, execution and delivery by the other parties
hereto, constitutes a valid and binding obligation of each of the Indenture Trustee and the Back-Up
Servicer, enforceable against the Indenture Trustee and the Back-Up Servicer in accordance with the
terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of
banks, and (ii) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.




          (f) Neither the Indenture Trustee nor the Back-Up Servicer is in violation of, and its
execution and delivery of this Indenture and the other Transaction Documents to which it is a party
and its performance and compliance with the terms of this Indenture and the other Transaction
Documents to which it is a party will not constitute a violation of, any law, any order or decree
of any court or arbiter, or any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the
Indenture Trustee’s and the Back-Up
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the
ability of the Indenture Trustee or the Back-Up Servicer, as applicable, to perform its obligations
under any Transaction Document to which it is a party.




          (g) No litigation is pending or, to the best of the Indenture Trustee’s and the Back-Up
Servicer’s knowledge, threatened against the Indenture Trustee or the Back-Up Servicer that, if
determined adversely to the Indenture Trustee or the Back-Up Servicer, would prohibit the Indenture
Trustee or the Back-Up Servicer, as applicable, from entering into any Transaction Document to
which it is a party or, in the Indenture Trustee’s and the Back-Up Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Indenture
Trustee or the Back-Up Servicer to perform its obligations under any Transaction Document to which
it is a party.




          (h) Any consent, approval, authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Indenture Trustee or the Back-Up
Servicer of or compliance by the Indenture Trustee or the Back-Up Servicer with the Transaction
Documents to which it is a party or the consummation of the transactions contemplated by the
Transaction Documents has been obtained and is effective.





71









 








          Section 12.04 Multiple Roles.




          The parties expressly acknowledge and consent to Wells Fargo Bank, National Association,
acting in the multiple roles of the Indenture Trustee, the Custodian, the Back-Up Servicer and the
Successor Servicer. Wells Fargo Bank, National Association may, in such capacities, discharge its
separate functions fully, without hindrance or regard to conflict of interest principles, duty of
loyalty principles or other breach of fiduciary duties to the extent that any such conflict or
breach arises from the performance by Wells Fargo Bank, National Association of express duties set
forth in this Indenture in any of such capacities, all of which defenses, claims or assertions are
hereby expressly waived by the other parties hereto except in the case of negligence (other than
errors in judgment) and willful misconduct by Wells Fargo Bank, National Association.




ARTICLE XIII




MISCELLANEOUS



          Section 13.01 Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.




          Upon any request or application by the Issuer to the Indenture Trustee to take any action
under this Indenture, the Issuer shall furnish to the Indenture Trustee:




          (a) an Officer’s Certificate (which shall include the statements set forth in Section 12.03
hereof) stating that all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and




          (b) an Opinion of Counsel (which shall include the statements set forth in Section 12.03
hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been complied with.




          Section 13.02 Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




          (a) a statement that the Person making such certificate or opinion has read such covenant or
condition;




          (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;




          (c) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and




          (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.





72









 








          Section 13.03 Notices. (a) All communications, instructions, directions and notices
to the parties thereto shall be (i) in writing (which may be by facsimile transmission (or if
permitted hereunder, via electronic mail), followed by delivery of original documentation within
one Business Day), (ii) effective when received and (iii) delivered or mailed first class mail,
postage prepaid to it at the following address:



If to the Issuer:



Diamond Resorts Owner Trust 2009-1

c/o U.S Bank Trust National Association

300 Delaware Avenue, 9th Floor

Wilmington, Delaware 19801

Facsimile Number: (302) 576-3717

Telephone Number: (302) 576-3700

With a copy to:



Diamond Resorts International

10600 West Charleston Boulevard

Las Vegas, Nevada 89135

Attention: General Counsel



If to the Servicer:



Diamond Resorts Financial Services, Inc.

10600 West Charleston Boulevard
 Las Vegas, Nevada 89135
 Attention: David Womer



With a copy to:



Diamond Resorts Corporation

10600 West Charleston Boulevard

Las Vegas, Nevada 89135

Attention: General Counsel



If to the Indenture Trustee:



Wells Fargo Bank, National Association

MAC N9311-161

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust

                  Services/Asset-Backed Administration



Facsimile Number: (612) 667-3539

Telephone Number: (612) 667-8058





73









 







If to the Rating Agency:



Standard and Poor’s Ratings Services,

a Standard & Poor’s Financial Services LLC business

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention: Structured Credit Surveillance

Email: servicer_reports@standardandpoors.com



or at such other address as the party may designate by notice to the other parties hereto, which
shall be effective when received.




          (b) All communications and notices pursuant hereto to a Noteholder shall be in writing and
delivered or mailed first class mail, postage prepaid or overnight courier at the address shown in
the Note Register. The Indenture Trustee agrees to deliver or mail to each Noteholder upon
receipt, all notices and reports that the Indenture Trustee may receive hereunder and under any
Transaction Documents. Unless otherwise provided herein, the Indenture Trustee may consent to any
requests received under such documents or, at its option, follow the directions of Holders
representing at least 66-2/3% of the then Outstanding Note Balance of each Class of Notes within 30
days after prior written notice to the Noteholders. All notices to Noteholders (or any Class
thereof) shall be sent simultaneously. Expenses for such communications and notices shall be borne
by the Servicer.




          Section 13.04 No Proceedings.




          The Noteholders, the Servicer and the Indenture Trustee each hereby agrees that it will not,
directly or indirectly institute, or cause to be instituted, against the Issuer or the Trust Estate
any proceeding of the type referred to in Section 6.01(e) hereof so long as there shall not have
elapsed one year plus one day since the last maturity of the Notes.




          Section 13.05 Limitation of Liability.




          (a) It is expressly understood and agreed by the parties hereto that (a) this Indenture is
executed and delivered by U.S. Bank Trust National Association, not individually or personally but
solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements herein made on the part
of the Issuer is made and intended not as personal representations, undertakings and agreements by
U.S. Bank Trust National Association but is made and intended for the purpose of binding only the
Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank
Trust National Association, individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived by the parties hereto
and by any Person claiming by, through or under the parties hereto and (d) under no circumstances
shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness
or expenses of the Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Indenture or any other related
document.






74









 








          (b) It is expressly understood and agreed by the parties hereto that DRFS is executing this
Indenture solely as Servicer and DRFS undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture applicable to the Servicer.




          Section 13.06 Binding Nature of Indenture; Assignment.




          This Indenture shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.




          Section 13.07 Entire Agreement.




          This Indenture contains the entire agreement and understanding among the parties hereto with
respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with any of the terms
hereof.




          Section 13.08 Severability of Provisions.




          If any one or more of the covenants, agreements, provisions or terms of this Indenture shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Indenture and shall in no way affect the validity or enforceability of the other provisions of this
Indenture or of the Notes or the rights of the Holders thereof.




          Section 13.09 Indulgences; No Waivers.





          Neither the failure nor any delay on the part of a party to exercise any right, remedy, power
or privilege under this Indenture shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or further exercise of
the same or of any other right, remedy, power or privilege, nor shall any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such waiver.




[Signature pages to follow]





75











 





          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as
of the day and year first above written.



	 	 	 	 	 	 	 	 	 

	 	 	DIAMOND RESORTS OWNER TRUST 2009-1,
 as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	U.S. BANK TRUST NATIONAL ASSOCIATION,	 	 
	 	 	 	 	not in its individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Diane L. Reynolds
 

Name: Diane L. Reynolds
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIAMOND RESORTS FINANCIAL SERVICES, INC.
 as Servicer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David F. Palmer	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: David F. Palmer	 	 
	 	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Indenture
Trustee and Back-Up Servicer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Joe Nardi	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Joe Nardi	 	 
	 	 	 	 	Title: Vice President	 	 






Signature Page, Indenture

















 





Final Copy




EXHIBIT A



FORM OF NOTES







A - 1









 








CLASS A NOTE




          THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.




          THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN MINIMUM DENOMINATIONS OF $100,000 AND IN
INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S, (III) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.




          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE NOTE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




          NO RESALE OR OTHER TRANSFER OF THIS NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS OF, ANY “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT




A - 2









 






INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY
OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY,
OR ANY PLAN THAT IS SUBJECT TO ANY SUBSTANTIALLY SIMILAR PROVISION OF FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) OR (B) NO “PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE AND NO
VIOLATION OF SIMILAR LAW THAT IS NOT SUBJECT TO A STATUTORY, REGULATORY OR ADMINISTRATIVE
EXEMPTION WILL OCCUR IN CONNECTION WITH THE PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION, HOLDING
OR DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN.




DIAMOND RESORTS OWNER TRUST 2009-1

TIMESHARE LOAN BACKED NOTES, SERIES 2009-1, CLASS A



RULE 144A GLOBAL NOTE



Note Rate: 9.31%

Initial Payment Date: October 20, 2009

Stated Maturity: March 20, 2026

Initial Note Balance: Up to $169,200,000

Note No:

CUSIP No: 252727 AA0

ISIN No: US252727AA07




          FOR VALUE RECEIVED, Diamond Resorts Owner Trust 2009-1, a Delaware statutory trust (the
“Issuer”) hereby promises to pay to Cede & Co. (the “Holder”) or its assigns, the principal sum of
up to One Hundred Sixty-Nine Million Two Hundred Thousand Dollars ($169,200,000) in lawful money of
the United States of America and in immediately available funds, on the dates and in the principal
amounts provided in the Indenture, dated as of October 1, 2009 (the “Indenture”), by and among the
Issuer, Diamond Resorts Financial Services, Inc., as servicer and Wells Fargo Bank, National
Association, as indenture trustee (the “Indenture Trustee”), and to pay interest at the Note Rate
on the Outstanding Note Balance of this Timeshare Loan Backed Note, Series 2009-1, Class A (this
“Class A Note”) until paid in full, at the rates per annum and on the dates provided in the
Indenture. Capitalized terms used but not defined herein shall have the meanings given them in
“Standard Definitions” attached as Annex A to the Indenture.




          By its holding of this Class A Note, the Holder shall be deemed to accept the terms of the
Indenture and agree to be bound thereby.




          Unless the certificate of authentication hereon has been executed by the Indenture Trustee
referred to herein by manual signature, this Class A Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.




A - 3









 





          This Class A Note is one of a duly authorized issue of notes of the Issuer designated as its
“Class A Notes” and issued under the Indenture.




          This Class A Note is secured by the pledge to the Indenture Trustee under the Indenture of
the Trust Estate and recourse is limited to the extent set forth in the Indenture. The amounts
owed under this Class A Note shall not include any recourse to the Indenture Trustee or any
affiliates thereof.




          If certain Events of Default under the Indenture have been declared or occur, the Outstanding
Note Balance of the Class A Notes may be declared immediately due and payable or payments of
principal may be accelerated in the manner and with the effect provided in the Indenture. Notice
of such declaration will be given by mail to holders of the Class A Notes, as their names and
addresses appear in the Note Register, as provided in the Indenture. Subject to the terms of the
Indenture, upon payment of such principal amount together with all accrued interest, the
obligations of the Issuer with respect to the payment of principal and interest on this Class A
Note shall terminate.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the holders of the
Class A Notes under the Indenture at any time by the Issuer and the Indenture Trustee with the
consent of such holders of the percentages specified in the Indenture at the time Outstanding. The
Indenture also contains provisions permitting such holders of specified percentages in Outstanding
Note Balance of the Class A Notes, at the time Outstanding, on behalf of all the holders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the holder of this Class A Note
shall be conclusive and binding upon such holder and upon all future holders of this Class A Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Class A Note.




          Each Class A Note may be issued only in registered form and only in minimum denominations of
at least $100,000 and integral multiples of $1,000 in excess thereof; provided that the foregoing
shall not restrict or prevent the transfer in accordance with Section 2.04 of the Indenture of any
Class A Note having a remaining Outstanding Note Balance of other than an integral multiple of
$1,000, or the issuance of a single Class A Note with a denomination less than $100,000. The
holder of this Class A Note is deemed to acknowledge that the Class A Notes may be purchased and
transferred only in minimum denominations of $100,000 and integral multiples of $1,000 in excess
thereof and that this Class A Note (or any beneficial interests herein) may not be transferred in
an amount less than such authorized denominations or which would result in the holder of this
Class A Note having a beneficial interest below such authorized denominations.




          The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Class A Note is registered as the owner hereof for all
purposes, whether or not this Class A Note may be overdue, and neither the Issuer, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.




A - 4









 





          No transfer of this Class A Note may be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act and an effective registration or a
qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification because the transfer satisfies one of the following: (i)
such transfer is in compliance with Rule 144A under the Securities Act, to a person who the
transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is
purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom
notice is given that such transfer is being made in reliance upon Rule 144A under the Securities
Act as certified by such transferee in a letter in the form of
Exhibit B attached to the
Indenture; (ii) such transfer is in compliance with Regulation S under the Securities Act as
certified by such transferee in a letter in the form of Exhibit B attached to the
Indenture, or (iii) after the appropriate holding period, such transfer is pursuant to an exemption
from registration under the Securities Act provided by Rule 144 under the Securities Act, in each
case in accordance with any applicable securities laws of any state of the United States. None of
the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes
under the Securities Act or any other securities law or to take any action not otherwise required
under the Indenture to permit the transfer of any Note without registration.




          Interests in this Class A Note may be exchanged for an interest in the corresponding
Temporary Regulation S Global Note or Regulation S Global Note, in each case subject to the
restrictions specified in the Indenture.




          Notwithstanding the foregoing, for so long as this Class A Note is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers
of interests in this Class A Note shall be made through the book-entry facilities of DTC.




          The Indenture and this Class A Note shall be deemed to be contracts made under the laws of
the State of New York and shall for all purposes be governed by, and construed in accordance with,
the laws of the State of New York.




          Section 13.05 of the Indenture is incorporated herein by reference.




A - 5









 





CLASS B NOTE



THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT



          THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.




          THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN MINIMUM DENOMINATIONS OF $100,000 AND IN
INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND ANY OTHER JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.




          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE NOTE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




          NO RESALE OR OTHER TRANSFER OF THIS NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS OF, ANY “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT




A - 6









 




INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY
OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY,
OR ANY PLAN THAT IS SUBJECT TO ANY SUBSTANTIALLY SIMILAR PROVISION OF FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) OR (B) NO “PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE AND NO
VIOLATION OF SIMILAR LAW THAT IS NOT SUBJECT TO A STATUTORY, REGULATORY OR ADMINISTRATIVE
EXEMPTION WILL OCCUR IN CONNECTION WITH THE PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION, HOLDING
OR DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN.




DIAMOND RESORTS OWNER TRUST 2009-1

TIMESHARE LOAN BACKED NOTES, SERIES 2009-1, CLASS B



RULE 144A GLOBAL NOTE



Note Rate: 12.00%

Initial Payment Date: October 20, 2009

Stated Maturity: March 20, 2026

Initial Note Balance: Up to $12,800,000

Note No:

CUSIP No: 252727 AB8

ISIN No: US252727AB89




          FOR VALUE RECEIVED, Diamond Resorts Owner Trust 2009-1, a Delaware statutory trust (the
“Issuer”) hereby promises to pay to Cede & Co. (the “Holder”) or its assigns, the principal sum of
up to Twelve Million Eight Hundred Thousand Dollars ($12,800,000) in lawful money of the United
States of America and in immediately available funds, on the dates and in the principal amounts
provided in the Indenture, dated as of October 1, 2009 (the “Indenture”), by and among the Issuer,
Diamond Resorts Financial Services, Inc., as servicer and Wells Fargo Bank, National Association,
as indenture trustee (the “Indenture Trustee”), and to pay interest at the Note Rate on the
Outstanding Note Balance of this Timeshare Loan Backed Note, Series 2009-1, Class B (this “Class B
Note”) until paid in full, at the rates per annum and on the dates provided in the Indenture.
Capitalized terms used but not defined herein shall have the meanings given them in “Standard
Definitions” attached as Annex A to the Indenture.




          By its holding of this Class B Note, the Holder shall be deemed to accept the terms of the
Indenture and agree to be bound thereby.




          Unless the certificate of authentication hereon has been executed by the Indenture Trustee
referred to herein by manual signature, this Class B Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.




A - 7









 





          This Class B Note is one of a duly authorized issue of notes of the Issuer designated as its
“Class B Notes” and issued under the Indenture.




          This Class B Note is secured by the pledge to the Indenture Trustee under the Indenture of
the Trust Estate and recourse is limited to the extent set forth in the Indenture. The amounts
owed under this Class B Note shall not include any recourse to the Indenture Trustee or any
affiliates thereof.




          If certain Events of Default under the Indenture have been declared or occur, the Outstanding
Note Balance of the Class B Notes may be declared immediately due and payable or payments of
principal may be accelerated in the manner and with the effect provided in the Indenture. Notice
of such declaration will be given by mail to holders of the Class B Notes, as their names and
addresses appear in the Note Register, as provided in the Indenture. Subject to the terms of the
Indenture, upon payment of such principal amount together with all accrued interest, the
obligations of the Issuer with respect to the payment of principal and interest on this Class B
Note shall terminate.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the holders of the
Class B Notes under the Indenture at any time by the Issuer and the Indenture Trustee with the
consent of such holders of the percentages specified in the Indenture at the time Outstanding. The
Indenture also contains provisions permitting such holders of specified percentages in Outstanding
Note Balance of the Class B Notes, at the time Outstanding, on behalf of all the holders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the holder of this Class B Note
shall be conclusive and binding upon such holder and upon all future holders of this Class B Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Class B Note.




          Each Class B Note may be issued only in registered form and only in minimum denominations of
at least $100,000 and integral multiples of $1,000 in excess thereof; provided that the foregoing
shall not restrict or prevent the transfer in accordance with Section 2.04 of the Indenture of any
Class B Note having a remaining Outstanding Note Balance of other than an integral multiple of
$1,000, or the issuance of a single Class B Note with a denomination less than $100,000. The
holder of this Class B Note is deemed to acknowledge that the Class B Notes may be purchased and
transferred only in minimum denominations of $100,000 and integral multiples of $1,000 in excess
thereof and that this Class B Note (or any beneficial interests herein) may not be transferred in
an amount less than such authorized denominations or which would result in the holder of this
Class B Note having a beneficial interest below such authorized denominations.




          The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Class B Note is registered as the owner hereof for all
purposes, whether or not this Class B Note may be overdue, and neither the Issuer, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.




A - 8









 





          No transfer of this Class B Note may be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act and an effective registration or a
qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification because the transfer satisfies one of the following: (i)
such transfer is in compliance with Rule 144A under the Securities Act, to a person who the
transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is
purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom
notice is given that such transfer is being made in reliance upon Rule 144A under the Securities
Act as certified by such transferee in a letter in the form of
Exhibit B attached  to the
Indenture; (ii) such transfer is in compliance with Regulation S under the Securities Act as
certified by such transferee in a letter in the form of Exhibit B attached to the
Indenture, or (iii) after the appropriate holding period, such transfer is pursuant to an exemption
from registration under the Securities Act provided by Rule 144 under the Securities Act, in each
case in accordance with any applicable securities laws of any state of the United States. None of
the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes
under the Securities Act or any other securities law or to take any action not otherwise required
under the Indenture to permit the transfer of any Note without registration.




          Interests in this Class B Note may be exchanged for an interest in the corresponding
Temporary Regulation S Global Note or Regulation S Global Note, in each case subject to the
restrictions specified in the Indenture.




          Notwithstanding the foregoing, for so long as this Class B Note is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers
of interests in this Class B Note shall be made through the book-entry facilities of DTC.




          The Indenture and this Class B Note shall be deemed to be contracts made under the laws of
the State of New York and shall for all purposes be governed by, and construed in accordance with,
the laws of the State of New York.




          Section 13.05 of the Indenture is incorporated herein by reference.




A - 9









 





          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by the manual
signature of its duly Authorized Officer.



Dated: October 15, 2009




	 	 	 	 	 	 	 

	 	 	DIAMOND RESORTS OWNER TRUST 2009-1	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 
not in its
individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






A - 10









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



          This is one of the Class B Notes referred to in the within mentioned Indenture. 


Dated: October
15, 2009




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as
Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A - 11











 





CLASS A NOTE




     THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.



     THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN MINIMUM DENOMINATIONS OF $100,000 AND IN
INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S, (III) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.



     THIS NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT
WHICH IS EXCHANGEABLE FOR A PERMANENT REGULATION S GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH IN THE INDENTURE.



     PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE
ORIGINAL ISSUE DATE OF THE NOTES, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE NOTE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS



A - 12









 







REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     NO RESALE OR OTHER TRANSFER OF THIS NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS OF, ANY “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY OTHER “PLAN” AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), THAT IS SUBJECT
TO SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF
AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY PLAN THAT IS SUBJECT TO ANY
SUBSTANTIALLY SIMILAR PROVISION OF FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) OR (B) NO
“PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE AND NO VIOLATION OF SIMILAR LAW
THAT IS NOT SUBJECT TO A STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION WILL OCCUR IN
CONNECTION WITH THE PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION, HOLDING OR DISPOSITION OF THIS
NOTE OR ANY INTEREST HEREIN.



DIAMOND RESORTS OWNER TRUST 2009-1

TIMESHARE LOAN BACKED NOTES, SERIES 2009-1, CLASS A




TEMPORARY REGULATION S GLOBAL NOTE



Note Rate: 9.31%

Initial Payment Date: October 20, 2009

Stated Maturity: March 20, 2026

Initial Note Balance: Up to $169,200,000

Note No:

CUSIP No: U25266 AA2

ISIN No: USU25266AA23




     FOR VALUE RECEIVED, Diamond Resorts Owner Trust 2009-1, a Delaware statutory trust (the
“Issuer”) hereby promises to pay to Cede & Co. (the “Holder”) or its assigns, the principal sum of
up to One Hundred Sixty-Nine Million Two Hundred Thousand Dollars ($169,200,000) in lawful money of
the United States of America and in immediately available funds, on the dates and in the principal
amounts provided in the Indenture, dated as of October 1, 2009 (the “Indenture”), by and among the
Issuer, Diamond Resorts Financial Services, Inc., as servicer and Wells Fargo Bank, National
Association, as indenture trustee (the “Indenture Trustee”), and to pay interest at the Note Rate
on the Outstanding Note Balance of this Timeshare Loan Backed Note, Series
2009-1, Class A (this “Class A Note”) until paid in full, at



A - 13









 







the rates per annum and on the dates provided in the Indenture. Capitalized terms used but not
defined herein shall have the meanings given them in “Standard Definitions” attached as Annex A to
the Indenture.



     By its holding of this Class A Note, the Holder shall be deemed to accept the terms of the
Indenture and agree to be bound thereby.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
referred to herein by manual signature, this Class A Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



     This Class A Note is one of a duly authorized issue of notes of the Issuer designated as its
“Class A Notes” and issued under the Indenture.



     This Class A Note is secured by the pledge to the Indenture Trustee under the Indenture of
the Trust Estate and recourse is limited to the extent set forth in the Indenture. The amounts
owed under this Class A Note shall not include any recourse to the Indenture Trustee or any
affiliates thereof.



     If certain Events of Default under the Indenture have been declared or occur, the Outstanding
Note Balance of the Class A Notes may be declared immediately due and payable or payments of
principal may be accelerated in the manner and with the effect provided in the Indenture. Notice
of such declaration will be given by mail to holders of the Class A Notes, as their names and
addresses appear in the Note Register, as provided in the Indenture. Subject to the terms of the
Indenture, upon payment of such principal amount together with all accrued interest, the
obligations of the Issuer with respect to the payment of principal and interest on this Class A
Note shall terminate.



     The Indenture permits with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the holders of the
Class A Notes under the Indenture at any time by the Issuer and the Indenture Trustee with the
consent of such holders of the percentages specified in the Indenture at the time Outstanding. The
Indenture also contains provisions permitting such holders of specified percentages in Outstanding
Note Balance of the Class A Notes, at the time Outstanding, on behalf of all the holders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the holder of this Class A Note
shall be conclusive and binding upon such holder and upon all future holders of this Class A Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Class A Note.



     Each Class A Note may be issued only in registered form and only in minimum denominations of
at least $100,000 and integral multiples of $1,000 in excess thereof; provided that the foregoing
shall not restrict or prevent the transfer in accordance with Section 2.04 of the Indenture of any
Class A Note having a remaining Outstanding Note Balance of other than an integral multiple of
$1,000, or the issuance of a single Class A Note with a denomination less than $100,000. The holder
of this Class A Note is deemed to acknowledge that the Class A



A - 14









 





Notes may be purchased and transferred only in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof and that this Class A Note (or any beneficial interests
herein) may not be transferred in an amount less than such authorized denominations or which would
result in the holder of this Class A Note having a beneficial interest below such authorized
denominations.



     The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Class A Note is registered as the owner hereof for all
purposes, whether or not this Class A Note may be overdue, and neither the Issuer, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.



     No transfer of this Class A Note may be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act and an effective registration or a
qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification because the transfer satisfies one of the following: (i)
such transfer is in compliance with Rule 144A under the Securities Act, to a person who the
transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is
purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom
notice is given that such transfer is being made in reliance upon Rule 144A under the Securities
Act as certified by such transferee in a letter in the form of
Exhibit B attached to the
Indenture; (ii) such transfer is in compliance with Regulation S under the Securities Act as
certified by such transferee in a letter in the form of Exhibit B attached to the
Indenture, or (iii) after the appropriate holding period, such transfer is pursuant to an exemption
from registration under the Securities Act provided by Rule 144 under the Securities Act, in each
case in accordance with any applicable securities laws of any state of the United States. None of
the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes
under the Securities Act or any other securities law or to take any action not otherwise required
under the Indenture to permit the transfer of any Note without registration.



     Interests in this Class A Note may be exchanged for an interest in the corresponding Rule
144A Global Note, subject to the restrictions specified in the Indenture.



     On or after the 40th day after the later of the Closing Date and the commencement
of the offering of the Notes, interests in this Temporary Regulation S Global Note may be
exchanged (free of charge) for interests in a permanent Regulation S Global Note of the same
Class. The permanent Regulation S Global Note shall be so issued and delivered in exchange for
only that portion of this Temporary Regulation S Global Note in respect of which there shall have
been presented to DTC by Euroclear or Clearstream, Luxembourg a certification to the effect that
it has received from or in respect of a person entitled to an interest (as shown by its records) a
certification that the beneficial interests in such Temporary Regulation S Global Note are owned
by persons who are not U.S. persons (as defined in Regulation S).



     Notwithstanding the foregoing, for so long as this Class A Note is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers
of interests in this Class A Note shall be made through the book-entry facilities of DTC.



A - 15









 





     The Indenture and this Class A Note shall be deemed to be contracts made under the laws of the
State of New York and shall for all purposes be governed by, and construed in accordance with, the
laws of the State of New York.



Section 13.05 of the Indenture is incorporated herein by reference.





A - 16









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by the manual
signature of its duly Authorized Officer.


Dated: October 15, 2009




	 	 	 	 	 	 	 

	 	 	DIAMOND RESORTS OWNER TRUST 2009-1	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, not in
its individual capacity but solely as Owner
Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






A - 17









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Class A Notes referred to in the within mentioned Indenture. 


Dated: October
15, 2009



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as
Indenture Trustee
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A - 18











 





CLASS B NOTE




THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT


          THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


          THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN MINIMUM DENOMINATIONS OF $100,000 AND IN
INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S, (III) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.


          THIS NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT
WHICH IS EXCHANGEABLE FOR A PERMANENT REGULATION S GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH IN THE INDENTURE.


          PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE
ORIGINAL ISSUE DATE OF THE NOTES, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE NOTE REGISTRAR OR ANY AGENT THEREOF FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED




A - 19 









 








IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.



          NO RESALE OR OTHER TRANSFER OF THIS NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS OF, ANY “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY OTHER “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO
SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY PLAN THAT IS SUBJECT TO ANY
SUBSTANTIALLY SIMILAR PROVISION OF FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) OR (B) NO
“PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE AND NO VIOLATION OF SIMILAR LAW
THAT IS NOT SUBJECT TO A STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION WILL OCCUR IN CONNECTION
WITH THE PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION, HOLDING OR DISPOSITION OF THIS NOTE OR ANY
INTEREST HEREIN.



DIAMOND RESORTS OWNER TRUST 2009-1

TIMESHARE LOAN BACKED NOTES, SERIES 2009-1, CLASS B




TEMPORARY REGULATION S GLOBAL NOTE



Note Rate: 12.00%

Initial Payment Date: October 20, 2009

Stated Maturity: March 20, 2026

Initial Note Balance: $12,800,000

Note No:

CUSIP No: U25266 AB0

ISIN No: USU25266AB06



          FOR VALUE RECEIVED, Diamond Resorts Owner Trust 2009-1, a Delaware statutory trust (the
“Issuer”) hereby promises to pay to Cede & Co. (the “Holder”) or its assigns, the principal sum of
up to Twelve Million Eight Hundred Thousand Dollars ($12,800,000) in lawful money of the United
States of America and in immediately available funds, on the dates and in the principal amounts
provided in the Indenture, dated as of October 1, 2009 (the “Indenture”), by and among the Issuer,
Diamond Resorts Financial Services, Inc., as servicer and Wells Fargo Bank, National Association,
as indenture trustee (the “Indenture Trustee”),




A - 20 









 








and to pay interest at the Note Rate on the Outstanding Note Balance of this Timeshare Loan Backed
Note, Series 2009-1, Class B (this “Class B Note”) until paid in full, at the rates per annum and
on the dates provided in the Indenture. Capitalized terms used but not defined herein shall have
the meanings given them in “Standard Definitions” attached as Annex A to the Indenture.



          By its holding of this Class B Note, the Holder shall be deemed to accept the terms of the
Indenture and agree to be bound thereby.


          Unless the certificate of authentication hereon has been executed by the Indenture Trustee
referred to herein by manual signature, this Class B Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


          This Class B Note is one of a duly authorized issue of notes of the Issuer designated as its
“Class B Notes” and issued under the Indenture.


          This Class B Note is secured by the pledge to the Indenture Trustee under the Indenture of the
Trust Estate and recourse is limited to the extent set forth in the Indenture. The amounts owed
under this Class B Note shall not include any recourse to the Indenture Trustee or any affiliates
thereof.


          If certain Events of Default under the Indenture have been declared or occur, the Outstanding
Note Balance of the Class B Notes may be declared immediately due and payable or payments of
principal may be accelerated in the manner and with the effect provided in the Indenture. Notice of
such declaration will be given by mail to holders of the Class B Notes, as their names and
addresses appear in the Note Register, as provided in the Indenture. Subject to the terms of the
Indenture, upon payment of such principal amount together with all accrued interest, the
obligations of the Issuer with respect to the payment of principal and interest on this Class B
Note shall terminate.


          The Indenture permits with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the holders of the
Class B Notes under the Indenture at any time by the Issuer and the Indenture Trustee with the
consent of such holders of the percentages specified in the Indenture at the time Outstanding. The
Indenture also contains provisions permitting such holders of specified percentages in Outstanding
Note Balance of the Class B Notes, at the time Outstanding, on behalf of all the holders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the holder of this Class B Note
shall be conclusive and binding upon such holder and upon all future holders of this Class B Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Class B Note.


          Each Class B Note may be issued only in registered form and only in minimum denominations of
at least $100,000 and integral multiples of $1,000 in excess thereof; provided that the foregoing
shall not restrict or prevent the transfer in accordance with Section 2.04 of the Indenture of any
Class B Note having a remaining Outstanding Note Balance of other than an




A - 21 









 








integral multiple of $1,000, or the issuance of a single Class B Note with a denomination less
than $100,000. The holder of this Class B Note is deemed to acknowledge that the Class B Notes may
be purchased and transferred only in minimum denominations of $100,000 and integral multiples of
$1,000 in excess thereof and that this Class B Note (or any beneficial interests herein) may not
be transferred in an amount less than such authorized denominations or which would result in the
holder of this Class B Note having a beneficial interest below such authorized denominations.



          The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Class B Note is registered as the owner hereof for all
purposes, whether or not this Class B Note may be overdue, and neither the Issuer, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.


          No transfer of this Class B Note may be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act and an effective registration or a
qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification because the transfer satisfies one of the following: (i)
such transfer is in compliance with Rule 144A under the Securities Act, to a person who the
transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is
purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom
notice is given that such transfer is being made in reliance upon Rule 144A under the Securities
Act as certified by such transferee in a letter in the form of
Exhibit B attached to the
Indenture; (ii) such transfer is in compliance with Regulation S under the Securities Act as
certified by such transferee in a letter in the form of Exhibit B attached to the
Indenture, or (iii) after the appropriate holding period, such transfer is pursuant to an exemption
from registration under the Securities Act provided by Rule 144 under the Securities Act, in each
case in accordance with any applicable securities laws of any state of the United States. None of
the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes
under the Securities Act or any other securities law or to take any action not otherwise required
under the Indenture to permit the transfer of any Note without registration.


          Interests in this Class B Note may be exchanged for an interest in the corresponding Rule
144A Global Note, subject to the restrictions specified in the Indenture.


          On or after the 40th day after the later of the Closing Date and the commencement
of the offering of the Notes, interests in this Temporary Regulation S Global Note may be
exchanged (free of charge) for interests in a permanent Regulation S Global Note of the same
Class. The permanent Regulation S Global Note shall be so issued and delivered in exchange for
only that portion of this Temporary Regulation S Global Note in respect of which there shall have
been presented to DTC by Euroclear or Clearstream, Luxembourg a certification to the effect that
it has received from or in respect of a person entitled to an interest (as shown by its records) a
certification that the beneficial interests in such Temporary Regulation S Global Note are owned
by persons who are not U.S. persons (as defined in Regulation S).


          Notwithstanding the foregoing, for so long as this Class B Note is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of




A - 22 









 








DTC, transfers of interests in this Class B Note shall be made through the book-entry facilities of
DTC.



          The Indenture and this Class B Note shall be deemed to be contracts made under the laws of
the State of New York and shall for all purposes be governed by, and construed in accordance with,
the laws of the State of New York.


          Section 13.05 of the Indenture is incorporated herein by reference.



A - 23 









 




          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by the manual
signature of its duly Authorized Officer.



Dated: October 15, 2009




	 	 	 	 	 	 	 

	 	 	DIAMOND RESORTS OWNER TRUST 2009-1	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 
not in
its individual capacity but solely as Owner
Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







A - 24 









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



          This is one of the Class B Notes referred to in the within mentioned Indenture.



Dated: October 15, 2009




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A - 25 









 







          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by the manual
signature of its duly Authorized Officer.



Dated: October 15, 2009




	 	 	 	 	 	 	 

	 	 	DIAMOND RESORTS OWNER TRUST 2009-1	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
 not in
its individual capacity but solely as Owner
Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







A - 26 









 









INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



          This is one of the Class A Notes referred to in the within mentioned Indenture.



Dated:
October 15, 2009




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A - 27 









 





EXHIBIT B




FORM OF INVESTOR REPRESENTATION LETTER





B - 1 











 





INVESTOR REPRESENTATION LETTER




DIAMOND RESORTS OWNER TRUST 2009-1

Timeshare Loan Backed Notes, Series 2009-1, Class _



Diamond Resorts Owner Trust 2009-1

c/o U.S. Bank Trust National Association, as Owner Trustee

300 Delaware Avenue, 9th Floor

Wilmington, DE 19801




Wells Fargo Bank, National Association, as Indenture Trustee

MAC N9311-161

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479




Ladies and Gentlemen:




                               (the “Purchaser”) hereby represents and warrants to you in connection with its
purchase of  $      in principal
amount of the above-captioned notes (the “Notes”) as follows:




          1. The Purchaser (A)(i) is a qualified institutional buyer, and has delivered to you the
certificate substantially in the form attached hereto as Annex
I or Annex II, as
applicable, (ii) is aware that the sale to it is being made in reliance on Rule 144A of the
Securities Act of 1933, as amended (the “Securities Act”), and (iii) is acquiring the Notes for its
own account or for the account of a qualified institutional buyer, or (B) is not a U.S. person (as
defined under Regulation S) and is purchasing the Notes in an offshore transaction pursuant to
Regulation S. The Purchaser is purchasing the Notes for investment purposes and not with a view to,
or for, offer or sale in connection with a public distribution or in any other manner that would
violate the Securities Act or applicable state securities laws.




          2. The Purchaser understands that the Notes are being offered in a transaction not involving any
public offering in the United States within the meaning of the Securities Act, that the Notes have
not been and will not be registered under the Securities Act and that (A) if in the future it
decides to offer, resell, pledge or otherwise transfer any of the Notes, such Notes may be offered,
resold, pledged or otherwise transferred only (i) in the United States to a person whom the seller
reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of
Rule 144A of the Securities Act, (ii) outside the United States in a transaction complying with the
provisions of Rule 903 or 904 under the Securities Act, (iii) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if available), or (iv) pursuant to an
effective registration statement under the Securities Act, in each of cases (i) through (iv) in
accordance with any applicable securities laws of any State of the United States, and that (B) the
Purchaser will, and each subsequent holder is required to, notify any subsequent purchaser of such
Notes from it of the resale restrictions referred to in (A) above.




          3. The Purchaser understands that the Notes will, until the Notes may be resold pursuant to Rule
144(b)(1) of the Securities Act, unless otherwise agreed by the Issuer and the Holder thereof, bear
a legend substantially to the following effect.




          THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.




          THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO,









B - 2









 








NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.




          4. If the Purchaser is purchasing any Notes as a fiduciary or agent for one or more investor
accounts, it has sole investment discretion with respect to each such account and has full power to
make acknowledgments, representations and agreements contained herein on behalf of such account(s).




          5. Reference is made to the Offering Circular, dated October 9, 2009 (the “Offering Circular”),
related to the Notes. Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Offering Circular. The Purchaser has received a copy of the
Offering Circular and such other information, if any, requested by the Purchaser, has had full
opportunity to review such information and has received information necessary to verify such
information. The Purchaser represents that in making its investment decision to acquire the Notes,
the Purchaser has not relied on representations, warranties, opinions, projections, financial or
other information or analysis, if any, supplied to it by any person, including the addressees of
this letter, except as expressly contained in the Offering Circular and in the other written
information, if any, referred to in the preceding sentence. The Purchaser acknowledges that it has
read and agreed to the matters stated on pages (v) and (vi) of the Offering Circular and
information therein, including the restrictions on duplication and circulation of the Offering
Circular.”




          6. The Purchaser (i) has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment in the Notes, and (ii) has the ability
to bear the economic risks of its prospective investment and can afford the complete loss of such
investment.




          7. The Purchaser understands that the Issuer, the Initial Purchasers and others will rely upon the
truth and accuracy of the foregoing acknowledgments, representations and agreements contained in
this letter and agrees that if any of the acknowledgments, representations or agreements deemed to
have been made by it are no longer accurate, it will promptly notify the Issuer and the Initial
Purchasers. If it is acquiring any Notes as a fiduciary or agent for one or more investor
accounts, it represents that it has sole investment discretion with respect to each such account
and it has full power to make the foregoing acknowledgments, representations and agreements
contained in this letter on behalf of such account.




          8. The Notes may not be sold or transferred to, and each Purchaser by its purchase of the Notes
shall be deemed to have represented and covenanted that it is not acquiring the Notes for or on
behalf of or with the assets of, and will not transfer the Notes to, any employee benefit plan as
defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), that is subject to Title I of ERISA or any other
“plan” as defined in Section 4975(e)(1)
of the Internal Revenue Code of 1986, as amended (the
“Code”), that is subject to Section 4975 of
the Code or any entity whose underlying assets include plan assets by reason of an employee benefit
plan’s or plan’s investment in such entity or any plan that is subject to any substantially similar
provision of federal, state or local law (“Similar Law”), except that such purchase for or on
behalf of or with assets of a plan shall be permitted:




          (i) to the extent such purchase is made by or on behalf of a bank collective investment fund
maintained by the Purchaser in which no plan (together with any other plans maintained by the same
employer or employee organization) has an interest in excess of 10% of the total assets in such
collective investment fund, and the other applicable conditions of Prohibited Transaction Class
Exemption 91-38 issued by the Department of Labor are satisfied as of the date of acquisition of
the Notes and all such conditions will continue to be satisfied thereafter;




          (ii) to the extent such purchase is made by or on behalf of an insurance company pooled separate
account maintained by the Purchaser in which no plan (together with any other plans maintained by
the same employer or employee organization) has an interest in excess of 10% of the total of all
assets in such pooled separate account, and the other applicable conditions of Prohibited
Transaction Class Exemption 90-1 issued by the Department of Labor are satisfied as of the date of
acquisition of the Notes and all such conditions will continue to be satisfied thereafter;




          (iii) to the extent such purchase is made on behalf of a plan by a “qualified professional asset
manager”, as such term is described and used in Prohibited Transaction Class Exemption 84-14 issued
by the Department of Labor, and the assets of such plan when combined with the assets of other
plans established or maintained by the same employer (or affiliate thereof) or employee
organization and managed by such qualified professional asset manager do not represent more than
20% of the total client assets managed by such qualified professional asset manager at the time of
the transaction, and the other applicable conditions of such exemption are otherwise satisfied as
of the date of acquisition of the Notes and all such conditions will
continue to be satisfied thereafter;




          (iv) to the extent such plan is a governmental plan (as defined in Section 3(32) of ERISA) which is
not subject to the provisions of Title I of ERISA or Sections 401 and 501 of the Code;








B - 3 









 








          (v) to the extent such purchase is made by or on behalf of an insurance company general account in
which the reserves and liabilities for the general account contracts held by or on behalf of any
plan, together with any other plans maintained by the same employer (or its affiliates) or employee
organization, do not exceed 10% of the total reserves and liabilities of the insurance company
general account (exclusive of separate account liabilities), plus surplus as set forth in the
National Association of Insurance Commissioners Annual Statement filed with the state of domicile
of the insurer, in accordance with Prohibited Transaction Class Exemption 95-60, and the other
applicable conditions of such exemption are otherwise satisfied as of the date of acquisition of
the Notes and all such conditions will continue to be satisfied thereafter;




          (vi) to the extent such purchase is made by an in-house asset manager within the meaning of Part
IV(a) of Prohibited Transaction Class Exemption 96-23 and such manager has made or properly
authorized the decision for such plan to purchase Notes, under circumstances such that Prohibited
Transaction Class Exemption 96-23 is applicable to the purchase, holding and disposition of such
Notes and all of the other applicable conditions of such exemption are otherwise satisfied as of
the date of acquisition of such Notes and all such conditions will continue to be satisfied
thereafter; or




          (vii) to the extent such purchase will not otherwise give rise to a transaction described in
Section 406 of ERISA or Section 4975(c)(1) of the Code for which a statutory, regulatory or
administrative exemption is unavailable or be a violation of Similar Law.




          The Purchaser, if described in the preceding clauses, further represents and agrees that it is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, DRC, the Seller, the
Servicer, the Indenture Trustee or the Initial Purchasers, or by any affiliate of any such person.




          9. The Purchaser acknowledges that, under the Indenture, Notes (or beneficial interests therein)
may be purchased and transferred only in authorized denominations — i.e., a minimum denomination
of $100,000 and integral multiplies of $1,000 in excess thereof. The Purchaser covenants that the
Purchaser will neither (i) transfer Notes (or beneficial interests therein) in less than the
authorized denominations nor (ii) transfer Notes (or beneficial interests therein) where the result
would be to reduce the Purchaser’s remaining holdings of Notes (or beneficial interests therein)
below the authorized denominations.




          10. By execution hereof, the Purchaser agrees to be bound, as Noteholder, by all of the terms,
covenants and conditions of the Indenture and the Notes.




          The representations and warranties contained herein shall be binding upon the heirs, executors,
administrators and other successors of the undersigned. If there is more than one signatory hereto,
the obligations, representations, warranties and agreements of the undersigned are made jointly and
severally.




          Executed
at                     ,                     , this        
    day of
                    ,
20          .




	 	 	 

	 

Purchaser’s Signature

	 	 
	 
	 	 
	 

Purchaser’s Name and Title (Print)

	 	 
	 
	 	 
	 

Address of Purchaser

	 	 
	 
	 	 
	 

Purchaser’s Taxpayer Identification or

	 	 
	Social Security Number
	 	 






B - 4









 






ANNEX 1 TO EXHIBIT B




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



[For Transferees Other Than Registered Investment Companies]



     The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”), Diamond
Resorts Owner Trust 2009-1 and Wells Fargo Bank, National Association, as Note Registrar, with
respect to the Note being transferred (the “Transferred Note”) as described in the Investor
Representation Letter to which this certification relates and to which this certification is an
Annex:



     1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an
equivalent function, or other executive officer of the entity purchasing the Transferred Note (the
“Purchaser”).



     2. The Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under
the Securities
Act of 1933 (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis
$             in securities
(other than the excluded securities referred to below) as of the end of the Purchaser’s most recent
fiscal year (such amount being calculated in accordance with Rule 144A)1 and (ii) the
Purchaser satisfies the criteria in the category marked below.




	 	o 	 	Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan
association or similar
institution), business trust, partnership, or any organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986.
	 
	 	o 	 	Bank. The Purchaser (a) is a national bank or a banking institution organized under the
laws of any State,
U.S. territory or the District of Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking commission or similar official or is
a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as
of a date not more than 16 months preceding the date of sale of the Certificate in the case of a
U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent
institution.
	 
	 	o 	 	Savings and Loan. The Purchaser (a) is a savings and loan association, building and
loan association,
cooperative bank, homestead association or similar institution, which is supervised and examined by
a State or Federal authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached
hereto, as of a date not more than 16 months preceding the date of sale of the Certificate in the
case of a U.S. savings and loan association, and not more than 18 months preceding such date of
sale for a foreign savings and loan association or equivalent institution.
	 
	 	o 	 	Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of
1934.
	 
	 	o 	 	Insurance Company. The Purchaser is an insurance company whose primary and predominant
business
activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies
and which is subject to supervision by the insurance commissioner or a similar official or agency
of a State, U.S. territory or the District of Columbia.
	 
	 	o 	 	State or Local Plan. The Purchaser is a plan established and maintained by a State, its
political subdivisions,
or any agency or instrumentality of the State or its political subdivisions, for the benefit of its
employees.
	 
	 	o 	 	ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of
the Employee
Retirement Income Security Act of 1974.







 




			
	1	 	Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on, a
discretionary basis at least $10,000,000 in securities.




B - 5









 






	 	o 	 	Investment Advisor. The Purchaser is an investment advisor registered under the
Investment Advisers Act of
1940.
	 
	 	o 	 	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph
and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex
1.) 







 







 







 









     3. The term “securities” as used herein does not include (i) securities of issuers that are
affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or
subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Purchaser, the Purchaser did not include any of the securities referred to in this
paragraph.



     4. For purposes of determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the
Purchaser, unless the Purchaser reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at market. Further, in
determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries
of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its
financial statements prepared in accordance with generally accepted accounting principles and if
the investments of such subsidiaries are managed under the Purchaser’s direction. However, such
securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of
another enterprise and the Purchaser is not itself a reporting company under the Securities
Exchange Act of 1934.



     5. The Purchaser acknowledges that it is familiar with Rule 144A and understands that the parties
to which this certification is being made are relying and will continue to rely on the statements
made herein because one or more sales to the Purchaser may be in reliance on Rule 144A.



Will the Purchaser be purchasing the Transferred Note

only for the Purchaser’s own account?




	 	 	 

	o
	 	o
	Yes
	 	No






     6. If the answer to the foregoing question is “no”, then in each case where the Purchaser is
purchasing for an account other than its own, such account belongs to a third party that is itself
a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional
buyer” status of such third party has been established by the Purchaser through one or more of the
appropriate methods contemplated by Rule 144A.



     7. The Purchaser will notify each of the parties to which this certification is made of any changes
in the information and conclusions herein. Until such notice is given, the Purchaser’s purchase of
the Transferred Note will constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Purchaser is a bank or savings and loan as provided above, the
Purchaser agrees that it will furnish to such parties any updated annual financial statements that
become available on or before the date of such purchase, promptly after they become available.



	 	 	 	 	 

	 	 	Print Name of Purchaser
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
 





B - 6









 






ANNEX 2 TO EXHIBIT B




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Purchasers That Are Registered Investment Companies]




     The
undersigned hereby certifies as follows to [name of
Transferor] (the “Transferor”), Diamond
Resorts Owner Trust 2009-1 and Wells Fargo Bank, National Association, as Note Registrar, with
respect to the Note being transferred (the “Transferred
Note”) as described in the Investor
Representation Letter to which this certification relates and to which this certification is an
Annex:



     1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an
equivalent function, or other executive officer of the entity purchasing the Transferred Note (the
“Purchaser”) or, if the Purchaser is a “qualified institutional buyer” as that term is defined in
Rule 144A under the Securities Act of 1933
(“Rule 144A”) because the Purchaser is part of a Family
of Investment Companies (as defined below), is an executive officer of the investment adviser (the
“Adviser”).



     2. The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the
Purchaser is an investment company registered under the Investment Company Act of 1940, and (ii) as
marked below, the Purchaser alone owned and/or invested on a discretionary basis, or the
Purchaser’s Family of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal
year. For purposes of determining the amount of securities owned by the Purchaser or the
Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the
Purchaser or any member of the Purchaser’s Family of Investment Companies, as the case may be,
reports its securities holdings in its financial statements on the basis of their market value, and
no current information with respect to the cost of those securities has been published, in which
case the securities of such entity were valued at market.




	 	o 	 	The Purchaser owned and/or invested on a discretionary basis
$          in securities (other than the
excluded
securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
	 
	 	o 	 	The Purchaser is part of a Family of Investment Companies
which owned in the aggregate $
         in
securities (other than the excluded securities referred to below) as of the end of the Purchaser’s
most recent fiscal year (such amount being calculated in accordance with Rule 144A).





     3. The term “Family of Investment Companies” as used herein means two or more registered investment
companies (or series thereof) that have the same investment adviser or investment advisers that are
affiliated (by virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).



     4. The term “securities” as used herein does not include (i) securities of issuers that are
affiliated with the Purchaser or are part of the Purchaser’s Family of Investment Companies, (ii)
bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase
agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Purchaser, or owned by the Purchaser’s Family of
Investment Companies, the securities referred to in this paragraph were excluded.



     5. The Purchaser is familiar with Rule 144A and understands that the parties to which this
certification is being made are relying and will continue to rely on the statements made herein
because one or more sales to the Purchaser will be in reliance on Rule 144A.



Will the Purchaser be purchasing the Transferred

Note only for the Purchaser’s own account?




	 	 	 

	o
	 	o
	Yes
	 	No






     6. If the answer to the foregoing question is “no”, then in each case where the Purchaser is
purchasing for an account other than its own, such account belongs to a third party that is itself
a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional
buyer” status of such third party has been established by the Purchaser through one or more of the
appropriate methods contemplated by Rule 144A.



B - 7 









 





     7. The undersigned will notify the parties to which this certification is made of any changes in
the information
and conclusions herein. Until such notice, the Purchaser’s purchase of the Transferred Note will
constitute a reaffirmation of this certification by the undersigned as of the date of such
purchase.



	 	 	 	 	 

	 	 	Print Name of Purchaser or Adviser
	 
	 	 
	 
	 

	 	By:	 	 
	 

	 	 	 	 
 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
 
	 
	 	 	 	 
	 	 	IF AN ADVISER:
	 
	 	 	 	 
	 	 	Print Name of Purchaser
	 
	 	 	 	 
	Date:
            
	 	 	 	 






B - 8 









 






EXHIBIT C




FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTES TO

REGULATION S GLOBAL NOTES DURING THE RESTRICTED PERIOD








C - 1









 








FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER




FROM RULE 144A GLOBAL NOTE TO REGULATION S

GLOBAL NOTE DURING THE RESTRICTED PERIOD



Wells Fargo Bank, National Association

MAC# N9303-121

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services





			
	          Re:	 	Diamond Resorts Owner Trust 2009-1; Transfer of Class_Note





Ladies and
Gentlemen:




          Reference is hereby made to the Indenture, dated as of October 1, 2009 (the “Indenture”), by and
among Diamond Resorts Owner Trust 2009-1 (the “Issuer”), Diamond Resorts Financial Services, Inc.
(the “Servicer”) and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture
Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.




          This
letter relates to US $[_______] aggregate Outstanding Note
Balance of Notes (the “Notes”) which are
held in
the form of the Rule 144A Global Note (CUSIP No.        ) with the Depository in the name of [insert name
of transferor]
(the “Transferor”). The Transferor has requested a transfer of such beneficial interest for an
interest in the Regulation S Global
Note (CUSIP No.        ) to be held with [Euroclear] [Clearstream]* (Common Code No. ________) through the
Depository.




          In connection with such request and in respect of such Notes, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer restrictions set forth in the
Indenture and pursuant to and in accordance with Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:





	(1)	 	the offer of the Notes was not made to a person in the United States,
	 
	(2)	 	[at the time the buy order was originated, the transferee was outside the United States or the
Transferor and any person acting on its behalf reasonably believed that the transferee was outside
the United States] (the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United
States],**
	 
	(3)	 	the transferee is not a U.S. Person within the meaning of Rule 902(k) of Regulation S nor a
Person acting for the account or benefit of a U.S. Person,
	 
	(4)	 	no directed selling efforts have been made in contravention of the requirements of Rule 903(b)
or Rule 904(b) of Regulation S, as applicable,
	 
	(5)	 	the transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act, and







 




			
	*	 	Select appropriate depository.
	 
	**	 	Insert one of these two provisions, which come from the definition of “offshore transaction” in
Regulation S.




C - 2









 







	(6)	 	upon completion of the transaction, the beneficial interest being transferred as described
above will be held with the
Depository through [Euroclear] [Clearstream].***







 




			
	***	 	Select appropriate depository.




C - 3









 









          This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuer, the Indenture Trustee and the Servicer.




	 	 	 	 	 

	 	 	[Insert Name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	Dated:
	 	 	 	 






C - 4









 






EXHIBIT D



FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL

NOTES TO REGULATION S GLOBAL NOTES AFTER RESTRICTED PERIOD





D - 1











 





FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER

FROM RULE 144A GLOBAL NOTE TO REGULATION S

GLOBAL NOTE AFTER THE RESTRICTED PERIOD




Wells Fargo Bank, National Association

MAC# N9303-121

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services





			
	          Re:	 	Diamond Resorts Owner Trust 2009-1; Transfer of Class_Note 





Ladies and Gentlemen:


          Reference
is hereby made to the Indenture, dated as of October 1, 2009 (the “Indenture”), by
and among Diamond Resorts Owner Trust 2009-1 (the “Issuer”), Diamond Resorts Financial Services,
Inc. (the “Servicer”) and Wells Fargo Bank, National Association, as indenture trustee (the
“Indenture Trustee”). Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.




          This letter relates to US $[     ] aggregate Outstanding Note Balance of Notes (the “Notes”)
which are held in the form of the Rule 144A Global Note (CUSIP No.                     ) with the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of
such beneficial interest for an interest in the Regulation S Global Note (CUSIP No.                     ) to be held
with [Euroclear] [Clearstream]* (Common Code No.                     ) through the Depository.




          In connection with such request, and in respect of such Certificates, the Transferor does
hereby certify that such transfer has been effected in accordance with the transfer restrictions
set forth in the Indenture and, (i) with respect to transfers made in reliance on Regulation S
under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby
certify that:



(1) the offer of the Certificates was not made to a person in the United States,



(2) [at the time the buy order was originated, the transferee was outside the United States or the
Transferor and any person acting on its behalf reasonably believed that the transferee was outside
the United States] [the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United States];* *



(3) no directed selling efforts have been made in contravention of the requirements of Rule
903(a) or Rule 904(a) of Regulation S, as applicable; and



(4) the transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act,




          or (ii) with respect to transfers made in reliance on Rule 144 tinder the Securities Act, the
Transferor does hereby certify that the Certificates that are being transferred are not “restricted
securities” as defined in Rule 144 under the Securities Act.






 




			
	*	 	Select appropriate depository.
	 
	**	 	Insert one of these two provisions, which come from the definition of “offshore transaction”
in Regulation S.





D - 2









 





     This certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer, the Indenture Trustee and the Servicer.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:




D - 3









 








EXHIBIT
E




FORM OF TRANSFER CERTIFICATE FOR REGULATION S GLOBAL

NOTES TO 144A GLOBAL NOTES DURING RESTRICTED PERIOD



E - 1









 






FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER

FROM REGULATION S GLOBAL NOTE

TO RULE 144A GLOBAL NOTE




Wells Fargo Bank, National Association

MAC# N9303-121

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services





			
	          Re:	 	Diamond Resorts Owner Trust 2009-1; Transfer of Class_Note

	 
	Ladies and Gentlemen:





          Reference
is hereby made to the Indenture, dated as of October 1, 2009 (the “Indenture”), by
and among Diamond Resorts Owner Trust 2009-1 (the
“Issuer”), Diamond Resorts Financial Services,
Inc. (the “Servicer”) and Wells Fargo Bank, National Association, as indenture trustee (the
“Indenture Trustee”). Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.




          This letter relates to US $[     ] aggregate Outstanding Note Balance of Notes (the “Notes”) which are held in
the form of the Regulation S Global Note (CUSIP No.                     ) with [Euroclear] [Clearstream]* (Common Code No.                     ) through the
Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial
interest in the Notes for an interest in the Regulation
144A Global Note (CUSIP No.                     ).




          In connection with such request, and in respect of such Notes, the Transferor does hereby
certify that such Notes are being transferred in accordance with (i) the transfer restrictions set
forth in the Indenture, and (ii) Rule 144A under the Securities Act to a transferee that the
Transferor reasonably believes is purchasing the Notes for its own account with respect to which
the transferee exercises sole investment discretion and the transferee and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any
state of the United States or any jurisdiction.




          This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuer, the Indenture Trustee and the Servicer.




	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



          Dated:






 




			
	*	 	Select appropriate depository.




E - 2









 










EXHIBIT F




FORM OF TRANSFER CERTIFICATE FOR

REGULATION S GLOBAL NOTES DURING RESTRICTED PERIOD




F - 1









 





FORM OF TRANSFER CERTIFICATE FOR REGULATION S

GLOBAL CERTIFICATE DURING RESTRICTED PERIOD




Wells Fargo Bank, National Association

MAC# N9303-121

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services





			
	          Re:	 	Diamond Resorts Owner Trust 2009-1; Transfer of Class_Note 
	 
	Ladies and Gentlemen:





          This certificate is delivered pursuant to Section 2.04 of the Indenture, dated as of October
1, 2009 (the “Indenture”), by and among Diamond
Resorts Owner Trust 2009-1 (the “Issuer”), Diamond
Resorts Financial Services, Inc. (the “Servicer”) and Wells Fargo Bank, National Association, as
indenture trustee (the “Indenture Trustee”) in connection with
the transfer by                      of a beneficial interest of $                      Outstanding Note Balance in a Regulation S Global
Note during the Restricted Period to the undersigned (the
“Transferee”). The Transferee desires to
beneficially own such transferred interest in the form of the Regulation S Global Certificate.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.




          In
connection with such transfer, the Transferee does hereby certify that it is not a “U.S.
Person” (within the meaning of Rule 902(A) of Regulation S under the Securities Act of 1933, as
amended), nor a Person acting for the account or benefit of a U.S. Person. This certificate and the
statements contained herein are made for your benefit and the benefit of the Issuer, the Indenture
Trustee and the Servicer.




	 	 	 	 	 
	 	[Insert Name of Transferee]



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:




F - 2









 








EXHIBIT G




FORM OF RECORD LAYOUT FOR DATA CONVERSION



File Date

Lender Code

Account Number

Account Code

Account Code Date

Resort

Obligor Name

Obligor Address

Obligor City

Obligor Zip Code

Obligor State Code

Obligor State Description

Obligor Country Code

Obligor Country Description

Credit Score

Days Delinquent

Purchase Price

Down Payment

Original Balance

Original Term

Interest Rate

Principal and Interest Monthly Payment

Monthly Impound

Late Charge Balance

Current Balance

Remaining Term

Contract Date

First Payment Date

Last Payment Date

Last Payment Amount

Next Payment Date

Payments Made

Default

Default Date





G - 1









 





EXHIBIT H




[RESERVED]



H - 1









 





EXHIBIT I




CREDIT AND COLLECTION POLICY



I - 1









 






COLLECTION POLICY



Collections and delinquencies are managed utilizing technology to minimize account
delinquencies by promoting satisfactory customer relations. The Servicer’s collection policy is
designed to maximize cash flow into the organization and assist each customer with the management
of his or her account while enjoying the vacation ownership experience. Technological capabilities
include predictive dialer, integrated software modules, automated lock box processing, and
automated credit card processing.



The Servicer’s collection department manages loan delinquencies by both phone and mail contact
with the borrower initiated at 10 days from the time a loan becomes delinquent. At 30 days
delinquent, the Servicer typically sends another letter advising the obligor to bring the account
current while collection calls continue. Once the account reaches 60 days delinquent, the borrower
is notified by mail that his/her loan balance has accelerated. 


Summary of collection timeline:




	 	 	 

	Upon boarding

	 	Customer service team conducts welcome calls.
	 
	 	 
	10 Days Past Due

	 	A past due notice is generated and mailed.
Collection calls commence.
	 
	 	 
	30 Days Past Due

	 	A letter is sent advising that 2 payments are now due and payable within 7 days. Continue collection calls.
	 
	 	 
	60 Days Past Due

	 	A letter is sent advising the customer that the loan balance has been accelerated
and that legal action will commence within 30 days if delinquency is not resolved.
	 
	 	 
	90 Days Past Due

	 	Account is transferred to loss mitigation for recovery efforts.
	 
	 	 
	90 – 180 Days Past Due

	 	Telegram like letter is sent / Last chance. Deed in lieu of foreclosure or foreclosure process begins.
	 
	 	 
	180 Days +

	 	Charge offs






 









 






Loss Mitigation / Default Processing Timeline

(by underlying inventory type)




	 	 	 
	Inventory Type	 	Cancelation Schedule / Timeline
	Deeded / Fee Simple Title


Loans that reach
181+ or are canceled
prior to reaching 181 are
charged off and go into our
default calculations

	 	90 Days: Referred to Loss
Mitigation Group for full reinstatement
(loan brought current), work-out/payment
plan, or deed in lieu of foreclosure (if
we get a DIL from our obligor we will
transfer the inventory into one of our
Points based trusts to be resold and
cancel the loan within 45 days).
120-130 Days: Forwarded to outside legal counsel
to start foreclosure proceedings.
240-430 Days:   Foreclosure Sale
Complete/Loan is canceled (wide range
is based on individual state
requirements).
285-475 Days: Deeded
inventory transferred to one of the
Points based trusts to be resold.
	 
	 	 
	Points Based/ Beneficial
Interest




Loans that reach
181+ or are canceled prior
to reaching 181 are charged
off and go into our default
calculations



Extra time is given to
   foreign obligors (non-US or
Canada) and this extra time is
not reflected in this
timetable.

	 	90 Days: Referred to Loss
Mitigation Group for full
reinstatement (loan brought current),
work-out/payment plan, or mutual release
agreement (if we get a MRA from our
obligor, the Points inventory will be
made available to be resold and loan
canceled within 14 days).
 120-130 Days:  Send certified demand letter (expires
after 30 days).

	 	 157-169 Days: Demand
period complete. Revocation notice
sent (Revocation notice gives obligors 14
days to demand that we commence with a
UCC foreclosure) if obligor does not
respond they forfeit rights to a UCC
foreclosure, which is more costly and
time consuming.
	 

	 	181-195 Days: Defaults
where obligor does not force a UCC
foreclosure – Loan is canceled and Points
inventory made available to be resold.
	 

	 	271-285 Days: Defaults where obligor does
force a UCC foreclosure – UCC foreclosure
complete/ Loan is canceled and points
inventory made available to be resold.

(note: We have very few forced UCC
foreclosures and often they are converted
to workouts or the obligor signs a mutual
release agreement)
	 
	Right to Use/ Lease Hold


Loans that reach
181+ or are canceled prior
to reaching 181 are charged
off and go into our default
calculations

	 	90 Days: Referred to Loss
Mitigation Group for full reinstatement
(loan brought current) or
work-out/payment plan.
 120-130 Days: Send
certified demand letter (expires after 30
days for US residents and 60 days for
foreign obligors).
130-140 Days: Send
termination of lease notice.
145-155 Days: Transfer leases to one of the
Points based trusts to be resold/ Loan is
canceled.








 




			
	-	 	Please note that consumer bankruptcies, loans that fall under the soldiers and
sailors act, hardship forbearances, and accounts needing legal research are exceptions to
the timeline in the above table.
	 
	-	 	All Canceled Loans in a loan facility are repurchased,
replaced, or remarketed.
	 
	-	 	Accounts in a loan facility get equal or more attention when compared to the company’s in
house portfolio (equal or higher priority).




 









 










EXHIBIT J




FORM OF MONTHLY SERVICER REPORT




J - 1











 





DIAMOND RESORTS OWNER TRUST 2009-1

MONTHLY SERVICER REPORT




$169,200,000 9.31% Timeshare Loan Backed Notes, Series 2009-1, Class A

$12,800,000 12.00% Timeshare Loan Backed Notes, Series 2009-1, Class B






			
	Due Period 

Determination Date 

Payment Date 

Interest Accrual Period (# Days)
	 	   30






	 	 	 	 	 

	A. TOTAL COLLECTIONS
	 	 	 	 
	Available Funds
	 	 	0.00	 
	Total Principal Collections
	 	 	 	 
	Total Interest Collections
	 	 	 	 
	Total Other Collections
	 	 	 	 
	Reserve Account Draw Amount
	 	 	0.00	 
	 
	 	 	 
	Total Available Funds and Reserve Account Draw Amount in Collection Account
	 	 	0.00	 
	 
	 	 	 
	 
	 	 	 	 
	B. DISTRIBUTIONS
	 	 	 	 
	(i) Indenture Trustee and Custodian Fee and any accrued and unpaid fees
	 	 	0.00	 
	(ii) Back-Up Servicer Fee and any accrued and unpaid fees and transition expenses
	 	 	0.00	 
	(iii) Owner Trustee Fee (to be paid in October of each year) and Owner Trustee Expenses
	 	 	0.00	 
	(iv) Administrator Fee (to be paid in January of each year) and certain expenses
	 	 	0.00	 
	(v) Servicing Fee and any accrued and unpaid fees
	 	 	0.00	 
	(vi) Class A Interest Distribution Amount
	 	 	0.00	 
	(vii) Class B Interest Distribution Amount
	 	 	0.00	 
	(viii) Class A Principal Distribution Amount
	 	 	0.00	 
	(ix) Class B Principal Distribution Amount
	 	 	0.00	 
	(x) Deposit into Reserve Account
	 	 	0.00	 
	(xi) Payment to Unreimbursed Note Balance Write Down Amounts
	 	 	0.00	 
	(xii) Back-up Servicer expenses not paid in (II)
	 	 	0.00	 
	(xiii) Remaining amounts to the Seller
	 	 	0.00	 
	 
	 	 	 	 
	C. OUTSTANDING NOTE BALANCES
	 	 	 	 
	Class A Notes
	 	 	 	 
	Beginning Class A Note Balance
	 	 	169,200,000.00	 
	Beginning Class A Percentage Interest
	 	 	92.97	%
	Class A Principal Distribution Amount Paid
	 	 	0.00	 
	Class A Note Balance Write Down Amount
	 	 	0.00	 
	 
	 	 	 
	Ending Class A Outstanding Note Balance
	 	 	169,200,000.00	 
	 
	 	 	 
	 
	 	 	 	 
	Reimbursed Class A Note Balance Write Down Amount
	 	 	0.00	 
	Interest on Unreimbursed Class A Note Balance Write Down Amount
	 	 	0.00	 
	Unreimbursed Interest on Class A Note Balance Write Down Amount Outstanding
	 	 	0.00	 
	Unreimbursed Class A Note Balance Write Down Amount Outstanding
	 	 	0.00	 
	 
	 	 	 	 
	Class A Note Rate
	 	 	9.31	%
	Class A Interest Accrued during the related Interest Accrual Period
	 	 	0.00	 
	Unpaid Interest Distribution Amounts from prior Payment Dates
	 	 	0.00	 
	 
	 	 	 
	Class A Interest Distribution Amount
	 	 	0.00	 
	 
	 	 	 
	 
	 	 	 	 
	Class B Notes
	 	 	 	 
	Beginning Class B Note Balance
	 	 	12,800,000.00	 
	Beginning Class A Percentage Interest
	 	 	7.03	%
	Class B Principal Distribution Amount Paid
	 	 	0.00	 
	Class B Note Balance Write Down Amount
	 	 	0.00	 
	 
	 	 	 
	Ending Class B Outstanding Note Balance
	 	 	12,800,000.00	 
	 
	 	 	 
	 
	 	 	 	 
	Reimbursed Class B Note Balance Write Down Amount
	 	 	0.00	 
	Interest on Unreimbursed Class B Note Balance Write Down Amount
	 	 	0.00	 
	Unreimbursed Interest on Class A Note Balance Write Down Amount Outstanding
	 	 	0.00	 
	Unreimbursed Class B Note Balance Write Down Amount
	 	 	0.00	 
	 
	 	 	 	 
	Class B Note Rate
	 	 	12.00	%
	Class A Interest Accrued during the related Interest Accrual Period
	 	 	0.00	 
	Unpaid Interest Distribution Amounts from prior Payment Dates
	 	 	0.00	 
	 
	 	 	 
	Class B Interest Distribution Amount
	 	 	0.00	 
	 
	 	 	 






 









 






DIAMOND RESORTS OWNER TRUST 2009-1

MONTHLY SERVICER REPORT




$169,200,000 9.31% Timeshare Loan Backed Notes, Series 2009-1, Class A

$12,800,000 12.00% Timeshare Loan Backed Notes, Series 2009-1,
Class B







			
	Due Period

Determination Date 

Payment Date 

Interest Accrual Period (# Days)
	 	30






	 	 	 	 	 	 	 	 	 

	D. CREDIT ENHANCEMENT
	 	 	 	 	 	 	 	 
	Overcollateralization Amount for Such Payment Date (Payment Date n)
	 	 	 	 	 	 	42,691,810.45	 
	Aggregate Loan Balance of Timeshare Loans at end of the Due Period
	 	 	224,691,810.45	 	 	 	 	 
	Aggregate Outstanding Note Balance after Distributions on such Payment Date
	 	 	182,000,000.00	 	 	 	 	 
	Reserve Account Balance after Making Distributions on Payment Date
	 	 	 	 	 	 	2,246,918.10	 
	 
	 	 	 	 	 	 	 
	Total Credit Enhancement
	 	 	 	 	 	 	44,938,728.55	 
	Total Credit Enhancement % of Agg. Loan Balance of Timeshare Loans at end of the Due Period
	 	 	 	 	 	 	20.00	%
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	E. COLLECTIONS DETAIL
	 	 	 	 	 	 	 	 
	Total Principal Collections
	 	 	 	 	 	 	0.00	 
	Scheduled Principal Collections
	 	 	0.00	 	 	 	 	 
	Prepayments
	 	 	0.00	 	 	 	 	 
	Repurchase Price paid by Seller to repurchase Defaulted Timeshare Loans
	 	 	0.00	 	 	 	 	 
	Repurchase Price paid by Seller to repurchase Defective Timeshare Loans
	 	 	0.00	 	 	 	 	 
	Substitution Shortfall Amounts
	 	 	0.00	 	 	 	 	 
	Total Interest Collections
	 	 	 	 	 	 	0.00	 
	Interest Collections
	 	 	0.00	 	 	 	 	 
	Accrued Interest relating to repurchases by the Seller
	 	 	0.00	 	 	 	 	 
	Total Other Collections
	 	 	 	 	 	 	0.00	 
	Remarketing proceeds received in respect of Defaulted Timeshare Loans not repurchased/substituted for
	 	 	0.00	 	 	 	 	 
	Excess of Cash over Reserve Account Required Balance released to Collection Account (if any)
	 	 	0.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Total Available Funds in the Collection Account
	 	 	 	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	F. COLLATERAL DETAIL
	 	 	 	 	 	 	 	 
	Aggregate Loan Balance as of the Initial Cut-off Date
	 	 	 	 	 	 	224,691,810.45	 
	 
	 	 	 	 	 	 	 	 
	Aggregate Loan Balance of Timeshare Loans as of the beginning of the related Due Period
	 	 	 	 	 	 	224,691,810.45	 
	Total Principal Collections
	 	 	 	 	 	 	0.00	 
	Loans that became Defaulted Loans during the Due Period that were not repurchased/substituted for
	 	 	 	 	 	 	0.00	 
	Loans that became Defaulted Loans during the related Due Period (Aggregate Loan Balance)
	 	 	0.00	 	 	 	 	 
	Qualified
Substitute Loans substituted for loans that became Defaulted Loans during the Due Period (Agg Loan Balance)
	 	 	0.00	 	 	 	 	 
	Defaulted Timeshare Loans that were repurchased by the Seller
	 	 	0.00	 	 	 	 	 
	Defective Timeshare Loans that were repurchased by the Seller (Agg. Loan Balance)
	 	 	 	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 
	Aggregate Loan Balance of Timeshare Loans as of the end of the related Due Period
	 	 	 	 	 	 	224,691,810.45	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	G. RESERVE ACCOUNT DETAIL
	 	 	 	 	 	 	 	 
	Reserve Account Required Balance
	 	 	 	 	 	 	2,246,918.10	 
	 
	 	 	 	 	 	 	 	 
	Beginning Balance of Reserve Account
	 	 	 	 	 	 	2,246,918.10	 
	Interest Received during Collection Period
	 	 	 	 	 	 	0.00	 
	Beginning Balance of Reserve Account (including interest received during Interest Accrual Period)
	 	 	 	 	 	 	2,246,918.10	 
	 
	 	 	 	 	 	 	 	 
	Excess of Cash over Reserve Account Required Balance released to Collection Account (if any)
	 	 	 	 	 	 	0.00	 
	Remaining Balance of Reserve Account after Excess of Cash released to Collection Account
	 	 	 	 	 	 	2,246,918.10	 
	 
	 	 	 	 	 	 	 	 
	Deposit from Payment Waterfall to meet Reserve Account Required Balance (if any)
	 	 	 	 	 	 	0.00	 
	Reserve Account Draw Amount (if any)
	 	 	 	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Ending Balance of Reserve Account
	 	 	 	 	 	 	2,246,918.10	 
	 
	 	 	 	 	 	 	 






 









 






DIAMOND RESORTS OWNER TRUST 2009-1

MONTHLY SERVICER REPORT




$169,200,000 9.31% Timeshare Loan Backed Notes, Series 2009-1, Class A

$12,800,000 12.00% Timeshare Loan Backed Notes, Series 2009-1, Class B






			
	Due Period 

Determination Date 

Payment Date 

Interest Accrual Period (# Days)
	 	30






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	% of Agg. Loan Balance
	 	 	Agg. Loan Balance	 	as of End of Due Period
	H. TIMESHARE LOAN PERFORMANCE STATUS
	 	 	 	 	 	 	 	 
	31-60 days Delinquent Timeshare Loans
	 	 	0.00	 	 	 	0.00	%
	61-90 days Delinquent Timeshare Loans
	 	 	0.00	 	 	 	0.00	%
	91-120 days Delinquent Timeshare Loans
	 	 	0.00	 	 	 	0.00	%
	121-150 days Delinquent Timeshare Loans
	 	 	0.00	 	 	 	0.00	%
	151-180 days Delinquent Timeshare Loans
	 	 	0.00	 	 	 	0.00	%
	 	 	 
	61 - 180 days Delinquent Timeshare Loans (Delinquency Level)
	 	 	0.00	 	 	 	0.00	%
	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	% of Agg. Loan Balance as
	 	 	Agg. Loan Balance	 	of Due Period Beginning
	Timeshare Loans that Became Defaulted Timeshare Loans During the Due Period
	 	 	0.00	 	 	 	0.00	%
	Defaulted Timeshare Loans that were repurchased/substituted for by the Seller
	 	 	0.00	 	 	 	0.00	%
	Defaulted Timeshare Loans that were not repurchased/substituted for by the Seller
	 	 	0.00	 	 	 	0.00	%
	Remarketing Proceeds Received During the Due Period
	 	 	0.00	 	 	 	0.00	%
	 	 	 
	Default Level for Current Due Period
	 	 	0.00	 	 	 	0.00	%
	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	% of Agg. Loan Balance	 	 
	 	 	as of Initial Cut-Off Date	 	Agg. Loan Balance
	Maximum Cumulative Repurchases of Defaulted Timeshare Loans Permitted since the Closing Date
	 	 	15.00	%	 	 	33,703,771.57	 
	Cumulative Repurchases of Defaulted Timeshare Loans since the Closing Date
	 	 	 	 	 	 	0.00	 
	Maximum Cumulative Repurchases of Defaulted Timeshare Loans Remaining
	 	 	 	 	 	 	33,703,771.57	 
	Cumulative Repurchases in Compliance with Transaction Limit? (Yes/No)
	 	 	 	 	 	Yes	 






	 	 	 	 	 	 	 	 	 
	 	 	% of Agg. Loan Balance	 	 
	 	 	as of Initial Cut-Off Date	 	Agg. Loan Balance
	Maximum Cumulative Substitutions of Defaulted Timeshare Loans Permitted since the Closing Date
	 	 	20.00	%	 	 	44,938,362.09	 
	Cumulative Substitutions of Defaulted Timeshare Loans since the Closing Date
	 	 	 	 	 	 	0.00	 
	Maximum Cumulative Substitutions of Defaulted Timeshare Loans Remaining
	 	 	 	 	 	 	44,938,362.09	 
	Cumulative Substitutions in Compliance with Transaction Limit? (Yes/No)
	 	 	 	 	 	Yes	 
	I. Cash Accumulation Event Calculations
	 	 	 	 	 	 	 	 
	Delinquency Level for Related Due Period (periodn)
	 	 	 	 	 	 	0.00	%
	Delinquency
Level for Previous Due Period
(periodn-1)
	 	 	 	 	 	 	0.00	%
	Delinquency
Level for Due Period Prior to Previous Due Period
(periodn-2)
	 	 	 	 	 	 	0.00	%
	Average of Delinquency Levels for the Last 3 Due Periods
	 	 	 	 	 	 	0.00	%
	Cash Accumulation Event Delinquency Level Trigger
	 	 	 	 	 	 	7.00	%
	Cash Accumulation Event? (Yes/No)
	 	 	 	 	 	No	 
	J. Rapid Amortization Event Calculations
	 	 	 	 	 	 	 	 
	Default Level for related Due Period
(periodn)
	 	 	 	 	 	 	0.00	%
	Default
Level for Previous Due Period
(periodn-1)
	 	 	 	 	 	 	0.00	%
	Default
Level for Due Period Prior to Previous Due Period (periodn-2)
	 	 	 	 	 	 	0.00	%
	Average of Default Levels for the Last 3 Due Periods
	 	 	 	 	 	 	0.00	%
	Rapid Amortization Period Default Level Trigger
	 	 	 	 	 	 	0.75	%
	Rapid
Amortization Period in Effect for Default Level? (Yes/No)
	 	 	 	 	 	No	 
	Timeshare Loans that have become Defaulted Timeshare Loans Since the Closing Date
	 	 	 	 	 	 	0.00	 
	Defaulted
Timeshare Loans that have been repurchased or substituted for by the Seller since the Closing Date
	 	 	 	 	 	 	0.00	 
	Defaulted
Timeshare Loans that have not been repurchased or substituted for by the Seller since the Closing Date
	 	 	 	 	 	 	0.00	 
	Remarketing
Proceeds received in respect of Defaulted Timeshare Loans since the Closing Date
	 	 	 	 	 	 	0.00	 
	Cumulative Default Level for Such Determination Date
	 	 	 	 	 	 	0.00	%
	Rapid Amortization Period Cumulative Default Level Trigger
	 	 	 	 	 	 	20.00	%
	Rapid Amortization Period in Effect for Cumulative Default Level? (Yes/No)
	 	 	 	 	 	No	 
	Overcollateralization
Amount for Previous Payment Date (Payment Daten-1)
	 	 	 	 	 	 	42,691,810.45	 
	Overcollateralization Amount for Previous Payment Date (Payment Daten-2)
	 	 	 	 	 	 	42,691,810.45	 
	Required
Overcollateralization Amount
	 	 	 	 	 	 	42,691,810.45	 
	Rapid Amortization Period in Effect for Previous Two OC Amounts Less than Required OC Amount? (Yes/No)
	 	 	 	 	 	No	 







 











 





EXHIBIT K




FORM OF SERVICER’S OFFICER CERTIFICATE




K - 1









 








OFFICER’S CERTIFICATE



          The undersigned, an officer of Diamond Resorts Financial Services, Inc. (the “Servicer”),
based on the information available on the date of this Certificate, does hereby certify as follows:



     1. I am an officer of the Servicer who has been authorized to issue this officer’s certificate
on behalf of the Servicer.



     2. I have reviewed the data contained in the Monthly Servicer Report and the computations
reflected in the Monthly Servicer Report attached hereto as Schedule A are true, correct
and complete.



	 	 	 	 	 
	 	DIAMOND RESORTS FINANCIAL SERVICES, INC.

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



K - 2









 






	 	 	 	 	 



Schedule A




K - 3









 








EXHIBIT L




[RESERVED]




L - 1









 








EXHIBIT M




[RESERVED]




M - 1









 








EXHIBIT N




FORM OF ST. MAARTEN NOTICE





N - 1









 








<Date>

<Name>

<Address>

<City, State, Zip>

<Country>





			
	Re:	 	Your St. Maarten Timeshare – Loan # <Contract Number>





Dear <Name>:




As one of Diamond Resorts’ valued Owners, you are very important to us and we are committed to
keeping you informed about any business that affects you. In keeping our promise, we wish to inform
you of a recent change that affects the loan for your timeshare ownership, but does not affect the
way it will be serviced.




The Diamond Resorts company that has been the creditor of your loan has transferred and assigned
all of its right, title, and interest to your loan. Effective as of           , 2009, your loan has been assigned
to Diamond Resorts Owner Trust 2009-1 and pledged to Wells Fargo Bank, National Association, as
indenture trustee for the benefit of note holders pursuant to an indenture.*




We want to assure you that Diamond Resorts Financial Services, Inc. will continue to provide
service for all aspects of your loan. The transfer in no way affects you membership in you owners’
association, if any, or the usage of your timeshare. Also, the transfer does not affect how you
will make your payments, and we appreciate your continuing to make them as usual.




The transfer of loans to other lenders is a routine procedure in our industry, and will not affect
our business relationship. If you wish to speak to a Diamond Resorts Financial Services
representative, please call our offices toll-free at 877-DRI-CLUB. Our hours are Monday through
Friday, 8 a.m. to 6 p.m., Pacific Time. We welcome any questions you may have.




Thank you for being a member of our family at Diamond Resorts. It is always our pleasure to assist
you in any way we can.




Sincerely,




Diamond Resorts Financial Services, Inc.

On behalf of AKGI St. Maarten NV, Diamond Resorts Corporation, Diamond Resorts Finance Holding
Company, Diamond Resorts Seller 2009-1 LLC and the Issuer






 




			
	*	 	This transfer was made in a sequential manner as follows: AKGI St. Maarten N.V., the
creditor of your loan, pursuant to an instrument of transfer, transferred and assigned all of its
right, title, and interest to the loan to Diamond Resorts Corporation, a Maryland corporation.
Diamond Resorts Corporation, pursuant to an instrument of transfer, transferred and assigned all of
its right, title and interest to the loan to Diamond Resorts Finance Holding Company, a Delaware
corporation. Diamond Resorts Finance Holding Company pursuant to a purchase agreement sold all of
its right, title, and interest to the loan to Diamond Resorts Seller 2009-1 LLC, a Delaware limited
liability company. After these transfers, Diamond Resorts Seller 2009-1 LLC, pursuant to a sale
agreement, transferred and assigned all of its right, title and interest to the loan to Diamond
Resorts Owner Trust 2009-1 (the “Issuer”), and the Issuer, pursuant to an indenture, pledged all of
its right, title and interest to the loan to Wells Fargo Bank, National




N - 2









 









			
	 	 	Association, as indenture trustee for the benefit of the Noteholders, as security for its
obligations under the indenture.




N - 3









 










ANNEX A




Standard Definitions





 









 








Final Copy




STANDARD DEFINITIONS





     “Acceptable Attorney” shall have the meaning specified in Section 1.2(b) of the
Custodial Agreement.



     “Act” shall have the meaning specified in Section 1.04 of the Indenture.



     “Acquired Loans” shall mean Timeshare Loans originated by Epic Resorts, LLC and its
affiliates prior to the acquisition of certain assets of Epic Resorts, LLC by DRC.



     “Administration Agreement” shall mean that certain administration agreement, dated as
of October 1, 2009, by and among the Issuer, the Indenture Trustee, the Owner Trustee and the
Administrator.



     “Administrator” shall mean Diamond Resorts Financial Services, Inc.



     “Administrator Expenses” shall mean the reasonable out-of-pocket expenses of the
Administrator in connection with its duties under the Administration Agreement and any taxes owed
pursuant to Section 8.07 of the Indenture.



     “Administrator Fee” shall equal $1,000 paid annually.



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



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



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



     “Aggregate Outstanding Note Balance” shall mean the sum of the Outstanding Note
Balances for all Classes of Notes.



     “Applicable Procedures” shall have the meaning specified in Section 2.04(d)(i) of the
Indenture.



 









 





     “Applicable Review Period” shall have the meaning specified in Section 1.2(a) of the
Custodial Agreement.



     “Approved Financial Institution” shall mean a federal or state-chartered depository
institution or trust company having a combined surplus and capital of at least $100,000,000 and
further having (a) commercial paper, short-term debt obligations, or other short-term deposits
that are rated at least [“A-1” by S&P, if the deposits are to be held in the account for 30 days
or less, or (b) having long-term unsecured debt obligations that are rated at least “AA” by S&P],
if the deposits are to be held in the account more than 30 days. Notwithstanding the foregoing, if
an account is held by an Approved Financial Institution, following a downgrade, withdrawal,
qualification, or suspension of such institution’s rating, each account must promptly (and in any
case within not more than 30 calendar days) be moved with written notice to the Indenture Trustee,
to an Approved Financial Institution.



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



     “Assumption Date” shall have the meaning specified in Section 5.16(f) of the
Indenture.



     “Attorney’s Bailee Letter” shall have the meaning specified in Section 1.2(b) of the
Custodial Agreement.



     “Authorized Officer” shall mean, with respect to any corporation, limited liability
company or partnership, the Chairman of the Board, the President, any Vice President, the
Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, Managing Member and
each other officer of such corporation or limited liability company or the general partner of such
partnership customarily performing functions similar to those performed by any of the above
designated officers, and with respect to a particular matter, any other officer to whom such
matter is referred because of such officer’s knowledge and familiarity with the particular subject
or such officer specifically authorized in resolutions of the Board of Directors of such
corporation or managing member of such limited liability company to sign agreements, instruments
or other documents in connection with this Indenture on behalf of such corporation, limited
liability company or partnership, as the case may be.



     “Available Funds” shall mean for any Payment Date, (A) all funds on deposit in the
Collection Account after making all transfers and deposits required from or by (i) the Servicer
pursuant to the Indenture, (ii) the Reserve Account pursuant to Section 3.02(b) of the Indenture,
and (iii) the Seller or the Issuer pursuant to Section 4.04 of the Indenture, less (B) amounts on
deposit in the Collection Account related to collections related to any Due Periods subsequent to
the Due Period related to such Payment Date.



- 2 -









 





     “Back-Up Servicer” shall mean Wells Fargo Bank, National Association and its
permitted successors and assigns, as provided in the Indenture.



     “Back-Up Servicing Fee” shall mean for any Payment Date, an amount equal to the
greater of (A) the product of (i) one-twelfth of 0.04% and (ii) the Aggregate Loan Balance as of
the first day of the related Due Period and (B) $2,500.



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



     “Benefit Plan” shall mean an “employee benefit plan” as defined in Section 3(3) of
ERISA that is subject to Title I of ERISA or any other “plan” as defined in Section 4975(e)(1) of
the Code that is subject to Section 4975 of the Code or any entity whose underlying assets include
plan assets by reason of an employee benefit plan’s or plan’s investment in such entity or any
plan that is subject to any substantially similar provision of federal, state or local law.



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



     “Cash Accumulation Event” shall commence on any Determination Date if the average of
the Delinquency Levels for the last three Due Periods is greater than or equal to 7.00% and shall
continue until the Determination Date where the average of the Delinquency Levels for the last
three Due Periods is less than 7.00%.



     “Cede & Co.” shall mean the initial registered holder of the Notes, acting as nominee
of The Depository Trust Company.



     “Centralized Lockbox Account” shall have the meaning specified in Section 5.2(a) of
the Indenture.



     “Certificate of Trust” shall mean the Certificate of Trust in the form attached as
Exhibit A to the Trust Agreement.



     “Certified Translation Document” shall have the meaning specified in Section 1.2(c) of
the Custodial Agreement.



     “Class” shall mean, as the context may require, any of the Class A Notes or Class B
Notes.



     “Class A Notes” shall have the meaning specified in the Recitals of the Issuer in the
Indenture.



     “Class B Notes” shall have the meaning specified in the Recitals of the Issuer in the
Indenture.



- 3 -









 





     “Class A Percentage Interest” shall mean for any Payment Date, a percentage equal to
(i) the Outstanding Note Balance of the Class A Notes divided by (ii) the Aggregate Outstanding
Note Balance. The Class A Percentage Interest on the Closing Date is 93%.



     “Class B Percentage Interest” shall mean for any Payment Date, a percentage equal to
(i) the Outstanding Note Balance of the Class B Notes divided by (ii) the Aggregate Outstanding
Note Balance. The Class B Percentage Interest on the Closing Date is 7%.



     “Class A Principal Distribution Amount” shall equal:



     (A) if such Payment Date occurs during a Non-Rapid Amortization Period, the lesser of (1) the
product of (a) the Class A Percentage Interest and (b) the Total Principal Amount and (2) the then
Outstanding Note Balance of the Class A Notes; and



     (B) if such Payment Date occurs during a Rapid Amortization Period, the lesser of (1) the
excess, if any, of (a) all Available Funds in the Collection Account after the distributions
required in clauses (i) through (vii) of Section 3.04 of the Indenture over (b) the amount, if any,
by which the Reserve Account Required Balance on such Payment Date is greater than the amount on
deposit in the Reserve Account and (2) the then Outstanding Note Balance of the Class A Notes.



     “Class B Principal Distribution Amount” shall equal:



     (A) if such Payment Date occurs during a Non-Rapid Amortization Period, the lesser of (1) the
product of (a) the Class B Percentage Interest and (b) the Total Principal Amount and (2) the then
Outstanding Note Balance of the Class B Notes; and



     (B) if such Payment Date occurs during a Rapid Amortization Period, the lesser of (1) the
excess, if any, of (a) all Available Funds in the Collection Account after the distributions
required in clauses (i) through (viii) of Section 3.04 of the Indenture over (b) the amount, if
any, by which the Reserve Account Required Balance on such Payment Date is greater than the amount
on deposit in the Reserve Account and (2) the then Outstanding Note Balance of the Class B Notes.



     “Clearstream” shall mean Clearstream Banking, société anonyme, a limited liability
company organized under the laws of Luxembourg.



     “Closing Date” shall mean October 15, 2009.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and
any successor statute, together with the rules and regulations thereunder.



     “Collection” shall mean a trust agreement by which a Collection Developer transfers
legal title to deeded fee simple or leasehold interests in Units at a Resort to a Collection
Trustee pursuant to a Collection Trust Agreement. For purposes of the Transaction Documents and
Timeshare Loans, each of Diamond Resorts U.S. Collection, Diamond Resorts Hawaii Collection,
Diamond Resorts California Collection is a “Collection”.



- 4 -









 





     “Collection Account” shall mean the account established and maintained by the
Indenture Trustee pursuant to Section 3.02(a) of the Indenture.



     “Collection Association” shall mean any of Diamond Resorts U.S. Collection Members
Association, Inc., Diamond Resorts Hawaii Collection Members Association, Inc., Diamond Resorts
California Members Association, Inc.



     “Collection Developer” shall mean Diamond Resorts U.S. Collection Development, LLC,
Diamond Resorts Hawaii Collection Development, LLC or Diamond Resorts California Collection
Development, LLC.



     “Collection Reports” shall have the meaning set forth in Section 5.16(b) of the
Indenture.



     “Collection Trust Agreement” shall mean each trust agreement by and among the
Collection Trustee and the related Collection Developer and Collection Association.



     “Collection Trustee” shall mean First American Trust, FSB, a federal savings bank.



     “Continued Errors” shall have the meaning specified in Section 5.16(f)(i) of the
Indenture.



     “Conveyed Timeshare Property” shall have the meaning specified in Section 2(b) of the
Sale Agreement.



     “Corporate Trust Office” shall mean (i) the office of the Indenture Trustee, which
office is at the address set forth in Section 13.03 of the Indenture, or (ii) the office of the
Owner Trustee, which is at the address set forth in Section 2.2 of the Trust Agreement, as
applicable.



     “Credit and Collection Policy” shall mean those credit and collection policies and
practices of the initial Servicer in effect as of a specified date; and for any successor Servicer
shall mean the credit and collection policies and practices of such successor in effect on the date
which it commences servicing. The Credit and Collection Policy of the initial Servicer in effect on
the Closing Date is attached as Exhibit I to the Indenture.



     “Cumulative Default Level” shall mean, for any Determination Date, (i)(A) the sum of
the Loan Balances of all Timeshare Loans that became Defaulted Timeshare Loans since the Closing
Date (other than Defaulted Timeshare Loans for which the Seller has exercised its option to
repurchase or substitute pursuant to Section 6(b) of the Sale Agreement) minus (B) all remarketing
proceeds received in respect of Defaulted Timeshare Loans for which the Seller did not exercise its
option to repurchase or substitute pursuant to Section 6(b) of the Sale Agreement since the Closing
Date, divided by (ii) the Aggregate Loan Balance as of the Initial Cut-Off Date (expressed as a
percentage).



- 5 -









 





     “Custodial Agreement” shall mean that certain custodial agreement, dated as of
October 1, 2009, by and among, the Custodian, the Indenture Trustee, the Servicer and the Issuer.



     “Custodial Delivery Failure” shall have the meaning specified in Section 2.5 of the
Custodial Agreement.



     “Custodial Expenses” shall mean reasonable out-of-pocket expenses of the Custodian
incurred in connection with performance of the Custodian’s obligations and duties under the
Custodial Agreement.



     “Custodial Fees” shall mean such fees as the Custodian shall charge from time to time
for access to Timeshare Loan Files, as specified in the Custodial Agreement.



     “Custodian” shall mean Wells Fargo Bank, National Association or its permitted
successors and assigns.



     “Cut-Off Date” shall mean, with respect to (i) the Initial Timeshare Loans, the
Initial Cut-Off Date and (ii) any Qualified Substitute Timeshare Loan, the Substitution Cut-Off
Date.



     “Cut-Off Date Loan Balance” shall mean the Loan Balance of a Timeshare Loan as of its
related Cut-Off Date.



     “Declaration” means the declaration in furtherance of a plan for subjecting a Resort
or a Collection to a timeshare form of ownership, which declaration contains covenants,
restrictions, easements, charges, liens and including, without limitation, provisions regarding the
identification of Timeshare Property and the common areas and the regulation and governance of the
real property comprising such Resort or such Collection as a timeshare regime.



     “Default” shall mean an event which, but for the passage of time, would constitute an
Event of Default under the Indenture.



     “Default Level” shall mean, for any Due Period, (i) (A) the sum of the Loan Balances
of all Timeshare Loans that became Defaulted Timeshare Loans during such Due Period (other than
Defaulted Timeshare Loans for which the Seller has exercised its option to repurchase or
substitute pursuant to Section 6(b) of the Sale Agreement) minus (B) any remarketing proceeds
received during such Due Period in respect of any Defaulted Timeshare Loans for which the Seller
did not exercise its option to repurchase or substitute pursuant to Section 6(b) of the Sale
Agreement, divided by (ii) the Aggregate Loan Balance on the first day of such Due Period
(expressed as a percentage).



     “Defaulted Timeshare Loan” is any Timeshare Loan for which any of the earliest
following events may have occurred: (i) any payment or part thereof has been delinquent more than
180 days as of the end of the related Due Period (as determined by the Servicer in accordance with
the Servicing Standard), (ii) the Servicer has initiated cancellation or foreclosure or similar
proceedings with respect to the related Timeshare Property or has received



- 6 -









 





the related mutual release agreement, assignment or deed in lieu of foreclosure, or (iii) provided
that such Timeshare Loan is at least one day delinquent, the Servicer has determined that such
Timeshare Loan should be fully written off in accordance with the Credit and Collection Policy.




     “Definitive Note” shall have the meaning specified in Section 2.02 of the Indenture.



     “Delinquency Level” shall mean, for any Due Period, the sum of the Loan Balances of
all Timeshare Loans (other than Defaulted Timeshare) that are 61 days or more delinquent on the
last day of such Due Period (as determined by the Servicer in accordance with the Servicing
Standard) divided by the Aggregate Loan Balance on the last day of such Due Period (expressed as a
percentage).



     “Delivery Date” shall have the meaning specified in Section 1.1(b) of the Custodial
Agreement.



     “Deposit Account Control Agreement” shall mean a deposit account control agreement
for a lockbox account (including the Centralized Lockbox Account), as it may be amended,
supplemented or otherwise modified from time to time.



     “Depository” shall mean an organization registered as a “clearing agency” pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended. The initial Depository shall be
The Depository Trust Company.



     “Depository Agreement” shall mean the letter of representations, between the Issuer,
the Indenture Trustee and the Depository.



     “Depository Participant” shall mean a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Depository effects book-entry transfers
and pledges securities deposited with the Depository.



     “Determination Date” shall mean, with respect to any Payment Date, the 15th day of
the month in which such Payment Date occurs or, if such date is not a Business Day, then the next
succeeding Business Day.



     “DRFS” shall mean Diamond Resorts Financial Services, Inc., a Nevada corporation.



     “Diamond Resorts Marketing and Sales Percentage” shall equal the average of the
selling and marketing expenses as a percentage of total Timeshare Property sales as reported by
Diamond Resorts Corporation, over the last four quarters; provided that if such quarter is a
quarter ending on December 31, the Diamond Resorts Marketing and Sales Percentage will be based on
the selling and marketing expenses for the most recent year.



     “DRC” shall mean Diamond Resorts Corporation, a Maryland corporation.



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     “Due Period” shall mean with respect to (i) any Payment Date other than the initial
Payment Date, the immediately preceding calendar month and (ii) the initial Payment Date, the
period from the Initial Cut-Off Date to and including the last day of the calendar month prior to
such Payment Date.



     “Eligible Bank Account” shall mean a segregated account, which may be an account
maintained with the Indenture Trustee, which is either (a) maintained with a depository
institution or trust company whose short-term unsecured obligations are rated at least A-1 by S&P
and P-1 by Moody’s, or if no such short-term rating is available, whose long-term unsecured debt
obligations are rated at least A+ by S&P and A2 by Moody’s; or (b) a trust account or similar
account maintained at the corporate trust department of the Indenture Trustee.



     “Eligible Investments” shall mean one or more of the following obligations or
securities:




     (1) direct obligations of, and obligations fully guaranteed as to timely
payment of principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed
by the full faith and credit of the United States of America (“Direct
Obligations”);




     (2) federal funds, or demand and time deposits in, certificates of deposit of,
or bankers’ acceptances issued by, any depository institution or trust company
(including U.S. subsidiaries of foreign depositories and the Indenture Trustee or
any agent of the Indenture Trustee, acting in its respective commercial capacity)
incorporated under the laws of the United States of America or any state thereof and
subject to supervision and examination by federal or state banking authorities, so
long as at the time of investment, the commercial paper or other short-term
unsecured debt obligations or long-term unsecured debt obligations of such
depository institution or trust company have been rated by the Rating Agency in its
highest short-term rating category or one of its two highest long-term rating
categories (and no such rating shall include a subscript of “f”, “r”, “p”, “pi”, “q”
or “t”);




     (3) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof
which has a short-term unsecured debt rating from the Rating Agency, at the time of
investment at least equal to the highest short-term unsecured debt ratings of the
Rating Agency (and no such rating shall include a subscript of “f”, “r”, “p”, “pi”,
“q” or “t”), provided, however, that securities issued by any
particular corporation will not be Eligible Investments to the extent that
investment therein will cause the then outstanding principal amount of securities
issued by such corporation and held as part of the Trust Estate to exceed 20% of the
sum of the Outstanding Note Balance and the aggregate principal amount of all
Eligible Investments in the Collection Account, provided, further,



- 8 -









 






that such securities will not be Eligible Investments if they are published as
being under review with negative implications from either Rating Agency;




     (4) commercial paper (including both non interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by the Rating Agency in its
highest short-term ratings (and no such rating shall include a subscript of “f”,
“r”, “p”, “pi”, “q” or “t”); and




     (5) any other demand, money market fund, common trust estate or time deposit or
obligation, or interest-bearing or other security or investment (including those
managed or advised by the Indenture Trustee or an Affiliate thereof), (A) rated in
the highest rating category by the Rating Agency (and no such rating shall include a
subscript of “f”, “r”, “p”, “pi”, “q” or “t”) or (B) that would not adversely affect
the then current rating by the Rating Agency of any of the Notes (as evidenced in
writing to the Indenture Trustee by the Rating Agency). Such investments in this
subsection (5) may include money market mutual funds rated either “AAAm” or “AAAm-G”
by S&P or common trust estates, including any other fund for which the Indenture
Trustee or an Affiliate thereof serves as an investment advisor, administrator,
shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that
(x) the Indenture Trustee or an Affiliate thereof charges and collects fees and
expenses from such funds for services rendered, (y) the Indenture Trustee or an
Affiliate thereof charges and collects fees and expenses for services rendered
pursuant to the Indenture, and (z) services performed for such funds and pursuant to
this Indenture may converge at any time;



provided, however, that (a) any Eligible Investment must be money-market or other
relatively risk-free instruments without options and with maturities no later than the Business Day
prior to the expected Payment Date, and (b) no such instrument shall be an Eligible Investment if
such instrument (1) evidences either (x) a right to receive only interest payments with respect to
the obligations underlying such instrument or (y) both principal and interest payments derived from
obligations underlying such instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations, and (2) is purchased at a price in excess of par.




     “Eligible Timeshare Loan” shall mean a Timeshare Loan conforming to each of the
representations and warranties set forth in Schedule I to the Sale Agreement and which is related
to a Resort conforming to each of the representations and warranties in Schedule II to the Sale
Agreement as of the Closing Date or applicable Substitution Date, as the case may be.



     “Embargoed Person” means any Person subject to trade restrictions under U.S. law,
including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701
et seq., The Trading with the Enemy Act, 50 U.S.C. App. I et seq., and any executive orders or
regulations promulgated thereunder with the result that the investment in Diamond




- 9 -











 




Resorts or any affiliate thereof (whether directly or indirectly) is prohibited by law or
the Notes issued by the Issuer are in violation of law.




     “Employee Plan” means a Benefit Plan (other than a Multiemployer Plan) presently
maintained (or maintained at any time during the six (6) calendar years preceding the date of any
borrowing hereunder) for employees of DRC or any of its ERISA Affiliates.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.



     “ERISA Affiliate” means, with respect to any Person, any trade or business (whether
or not incorporated) which is a member of a group of which such Person is a member and which would
be deemed to be a “controlled group” within the meaning of Sections 414(b) or (c) of the Code or
solely for purposes of Section 3.02 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to an Employee Plan (other than an event for which
the 30-day notice period is waived), (b) the existence with respect to any Employee Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived, with respect to any plan year beginning prior to January 1, 2008, or with
respect to any plan year beginning after December 31, 2007, the existence with respect to any
Employee Plan of any unpaid “minimum required contributions” as defined in Section 430 of the Code
or Section 303 of ERISA), whether or not waived, (c) the filing pursuant to Section 412 of the Code
or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect
to any Employee Plan, (d) the incurrence by the Performance Guarantors or any of their ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any Employee
Plan or the withdrawal or partial withdrawal of the Performance Guarantors or any of their ERISA
Affiliates from any Employee Plan or Multiemployer Plan, (e) the receipt by the Performance
Guarantors or any of their ERISA Affiliates from the PBGC or a plan administrator of any notice
relating to the intention to terminate any Employee Plan or Employee Plans or to appoint a trustee
to administer any Employee Plan, (f) any failure to comply with Section 401(a)(29) of the Code or
Section 303(i) of ERISA, (g) the receipt by the Performance Guarantors or any of their ERISA
Affiliates of any notice, or the receipt by any Multiemployer Plan from the Performance Guarantors
or any of their ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA, (h) the occurrence of a “prohibited
transaction” with respect to which the Performance Guarantors or any of its Affiliates is a
“disqualified person” (within the meaning of Section 4975 of the Code) or a “party in interest”
(within the meaning of Section 3(14) of ERISA) or with respect to which the Performance Guarantors
or any such Affiliates could otherwise be liable, (i) any Foreign Benefit Event or (j) any other
event or condition with respect to a Employee Plan or Multiemployer Plan that could result in
liability of the Performance Guarantors or any other Affiliate.



     “Errors” shall have the meaning specified in Section 5.16(f)(i) of the
Indenture.



- 10 -









 





     “Euroclear” shall mean Euroclear Bank SA/NV, as operator of The Euroclear System, or
its successor in such capacity.



     “Event of Default” shall have the meaning specified in Section 6.01 of the Indenture.



     “Force Majeure Event” shall have the meaning specified in Section 2.4(n) of the
Custodial Agreement.



     “Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the
existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in
excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the
failure to make the required contributions or payments, under any applicable law, on or before the
due date for such contributions or payments, (c) the receipt of a notice by a Governmental
Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a
trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency
of any such Foreign Pension Plan, (d) the incurrence of any liability in excess of $5,000,000 by
DRC or any Affiliate under applicable law on account of the complete or partial termination of such
Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein,
or (e) the occurrence of any transaction that is prohibited under any applicable law and that could
reasonably be expected to result in the incurrence of any liability by DRC or any of its
Affiliates, or the imposition on DRC or any of its Affiliates of any fine, excise tax or penalty
resulting from any noncompliance with any applicable law, in each case in excess of $5,000,000.



     “Foreign Language Template” shall have the meaning specified in Section 1.2(c) of the
Custodial Agreement.



     “Foreign Obligor” shall mean an Obligor that is not a citizen or resident of, and
making payments from, the “United States” (as defined in Section 7701(a)(9) of the Code), Puerto
Rico, the U.S. Virgin Islands and U.S. military bases.



     “Foreign Pension Plan” means any benefit plan that under applicable law is required
to be funded through a trust or other funding vehicle other than a trust or funding vehicle
maintained exclusively by a Governmental Authority.



     “GAAP” shall mean United States generally accepted accounting principles applied on a
consistent basis.



     “Global Note” shall have the meaning specified in Section 2.02 of the
Indenture.



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



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



- 11 -









 





     “Highest Lawful Rate” shall have the meaning specified in Section 3 of the Sale
Agreement.



     “Holder” or “Noteholder” shall mean a holder of any Note.



     “Indenture” shall mean the indenture, dated as of October 1, 2009, by and among the
Issuer, the Servicer and the Indenture Trustee.



     “Indenture Trustee” shall mean Wells Fargo Bank, National Association, or such
successor as set forth in Section 7.09 of the Indenture.



     “Indenture Trustee Expenses” shall mean reasonable out-of-pocket expenses of the
Indenture Trustee incurred in connection with performance of the Indenture Trustee’s obligations
and duties under the Indenture.



     “Indenture Trustee Fee” shall mean a monthly fee equal to the greater of (A) the
product of (i) one-twelfth of 0.015% and (ii) the Aggregate Loan Balance as of the first day of
the related Due Period and (B) $1,000.



     “Initial Conveyed Timeshare Property” shall have the meaning specified in Section
2(a) of the Sale Agreement.



     “Initial Cut-Off Date” shall mean the close of business on August 31, 2009.



     “Initial Note Balance” shall mean with respect to the Class A Notes and the Class B
Notes, $169,200,000 and $12,800,000, respectively.



     “Initial Overcollateralization Percentage” shall mean an amount equal to (i) the
excess of (a) the Aggregate Loan Balance as of the Initial Cut-Off Date over (b) the aggregate
Initial Note Balances of the Notes, divided by (ii) the Aggregate Loan Balance as of the Initial
Cut-Off Date (expressed as a percentage). The Initial Overcollateralization Percentage is
approximately 19%.



     “Initial Purchaser” shall mean Credit Suisse Securities (USA) LLC.



     “Initial Timeshare Loans” shall mean the Timeshare Loans listed on the Schedule of
Timeshare Loans as sold by the Seller to the Issuer and simultaneously assigned to the Indenture
Trustee on the Closing Date.



     “Initial Trial Balance” shall have the meaning set forth in Section 5.16(b) of the
Indenture.



     “Insurance Proceeds” shall mean (i) proceeds of any insurance policy, including
property insurance policies, casualty insurance policies and title insurance policies, and (ii)
any condemnation proceeds, in each case which relate to the Timeshare Loans or the Timeshare
Property and are paid or required to be paid to, and may be retained by, the Issuer, any of its
Affiliates or to any mortgagee of record.



- 12 -









 





     “Intended Tax Characterization” shall have the meaning specified in Section 4.02(b)
of the Indenture.



     “Interest Accrual Period” shall be deemed to be a period of 30 days, except that the
initial Interest Accrual Period shall be the period from and including the Closing Date through,
but not including, the initial Payment Date.



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



     “Issuer” shall mean Diamond Resorts Owner Trust 2009-1, a Delaware statutory trust.



     “Issuer Order” shall mean a written order or request delivered to the Indenture
Trustee and signed in the name of the Issuer by an Authorized Officer of the Administrator or the
Owner Trustee, as applicable.



     “Last Endorsee” means the last endorsee of an original Obligor Note.



     “Licenses” means all material certifications, permits, licenses and approvals,
including without limitation, certifications of completion and occupancy permits required for the
legal use, occupancy and operation of each Resort as a timeshare resort or hotel.



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



     “Liquidation” means with respect to any Defaulted Timeshare Loan, the sale or
compulsory disposition of the related Timeshare Property, following foreclosure, other enforcement
action or the taking of a deed-in-lieu of foreclosure, to a Person other than the Servicer or the
Issuer and the delivery of a bill of sale or the recording of a deed of conveyance with respect
thereto, as applicable.



     “Liquidation Expenses” shall mean, with respect to a Defaulted Timeshare Loan, the
out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer in connection with
the performance of its obligations under Sections 5.03(a)(vii) through (ix) in the Indenture,
including (i) any foreclosure and other repossession expenses incurred with respect to such
Timeshare Loan, (ii) (a) if Diamond Resorts Financial Services, Inc. or an Affiliate thereof (a
“Diamond Servicer”) is the Servicer, commissions and marketing and sales expenses incurred with
respect to the sale of the related Timeshare Property (calculated as the Diamond Resorts Marketing
and Sales Percentage of the total liquidation or resale price of such Timeshare Property (expressed
as a dollar figure)), or (b) if a Diamond Servicer is no longer the Servicer, actual commissions
and actual marketing and sales expenses incurred with respect to the sale of



- 13 -









 




the related Timeshare Property, and (iii) any other fees and expenses reasonably applied or
allocated in the ordinary course of business with respect to the Liquidation of such Defaulted
Timeshare Loan (including any property taxes, dues, maintenance fees, assessed timeshare
association fees and like expenses).




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



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



     “Loan/Contract Number” means, with respect to any Timeshare Loan, the number assigned
to such Timeshare Loan by the Servicer, which number is set forth in the Schedule of Timeshare
Loans, as amended from time to time.



     “Lockbox Bank” shall have the meaning specified in Section 5.2(a) of the Indenture.



     “Lockbox Bank Fees” means all fees and expenses payable to any Lockbox Bank as
compensation for services rendered by such Lockbox Bank in maintaining a lockbox account in
accordance with the Indenture and the provisions of a deposit account control agreement or similar
document.



     “Lost Note Affidavit” means the affidavit to be executed in connection with any
delivery of a copy of an original Obligor Note in lieu of such original, in the form of
Exhibit C attached to the Purchase Agreement and the Sale Agreement.



     “Management Agreement” shall have the meaning specified in Schedule II of the Sale
Agreement.



     “Material Exception” shall have the meaning specified in Section 1.2(a) of the
Custodial Agreement.



     “Material Exception Report” shall have the meaning specified in Section 1.2(a) of the
Custodial Agreement.



     “Miscellaneous Payments” means, with respect to any Timeshare Loan, any amounts
received from or on behalf of the related Obligor representing assessments, payments relating to
real property taxes, insurance premiums, maintenance fees and charges and condominium association
fees and any other payments not owed under the related Obligor Note.



     “Monthly Reports” shall have the meaning specified in Section 5.16(b) of the
Indenture.



- 14 -









 





     “Monthly Servicer Report” shall have the meaning specified in Section 5.05(a) of the
Indenture.



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



     “Mortgage” shall mean, with respect to each Mortgage Loan, the mortgage, deed of
trust or other instrument creating a first lien on a Mortgaged Property securing such Timeshare
Loan.



     “Mortgaged Property” shall mean a timeshare fee simple interest in real estate
regarding a Unit, however denominated or defined in the applicable condominium or timeshare
declaration, pursuant to which such fee simple interest in real estate is created, together with
all rights, benefits, privileges and interests appurtenant thereto, including the common areas and
common furnishing appurtenant to such Unit, and the rights granted the Issuer (as assignee) which
secure the related Mortgage Loan.



     “Mortgage Loan” shall mean any Timeshare Loan that is secured by a Mortgage on a
Mortgaged Property. As used in the Transaction Documents, the term “Mortgage Loan” shall include
the related Obligor Note, Mortgage and other security documents contained in the related Timeshare
Loan File.



     “Multiemployer Plan” means each “multiemployer plan” as such term is defined in
Section 3(37) of ERISA to which DRC or any of its Affiliates is obligated to contribute.



     “Non-Rapid Amortization Period” shall mean any period which is not a Rapid
Amortization Period.



     “Note Balance Write-Down Amount” shall mean, with respect to any Payment Date, an
amount equal to the excess, if any, of the Aggregate Outstanding Note Balance after all
distributions from the Collection Account on such Payment Date over the sum of (A) the Aggregate
Loan Balance on the last day of the related Due Period, and (B) amounts on deposit in the Reserve
Account, if any.



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



     “Note Purchase Agreement” shall mean that note purchase agreement, dated October 9,
2009, by and among the Issuer, DRC and the Initial Purchaser.



     “Note Rate” shall mean with respect to the Class A Notes and the Class B Notes, 9.31%
and 12.00%, respectively.



     “Note Register” shall have the meaning specified in Section 2.04(a) of the Indenture.



- 15 -









 





     “Note Registrar” shall have the meaning specified in Section 2.04(a) of the
Indenture.



     “Notes” shall have the meaning specified in the Recitals of the Issuer in the
Indenture.



     “Obligor” means a Person obligated to make payments under a Timeshare Loan.



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



     “Officer’s Certificate” shall mean a certificate executed by a Responsible Officer of
the related party.



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



     “Optional Redemption Date” shall mean the first date in which the Aggregate
Outstanding Note Balance is less than or equal to 15% of the aggregate Initial Note Balances of
the Notes.



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



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



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



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



     “Outstanding Note Balance” shall mean as of any date of determination and Class of
Notes, the Initial Note Balance of such Class of Notes less the sum of (a) all principal payments
actually distributed in respect of such Class (other than in respect of reimbursed Note



- 16 -









 







Balance Write-Down Amounts, if any) as of such date, and (b) all Note Balance Write-Down Amounts
applied to such Class as of such date, provided, however, to the extent that for
purposes of consents, approvals, voting or other similar act of the Noteholders under any of the
Transaction Documents, “Outstanding Note Balance” shall exclude Notes which are held by the Issuer
or any Affiliate of the Issuer or any entity consolidated in DRC’s consolidated financial
statements; provided, further, that “Outstanding Note Balance” as used in Section
6.02 and 6.03 of the Indenture shall be calculated without regard to any Note Balance Write-Down
Amounts applied to such Class as of such date.




     “Overcollateralization Amount” shall mean, for any Payment Date, the excess, if any,
of (i) the Aggregate Loan Balance as of the last day of the related Due Period over (ii) the
Aggregate Outstanding Note Balance after taking into account all distributions of principal on
such Payment Date.



     “Owner” shall mean Diamond Resorts Seller 2009-1 LLC, as sole owner of the Issuer.



     “Owner Trustee” shall mean U.S. Bank Trust National Association or any successor
thereof, acting not in its individual capacity but solely as owner trustee under the Trust
Agreement.



     “Owner Trustee Expenses” shall mean reasonable out-of-pocket expenses and indemnities
of the Owner Trustee incurred in connection with performance of the Owner Trustee’s obligations
and duties under the Trust Agreement.



     “Owner Trustee Fee” shall equal $4,000 a year.



     “Payment Date” shall mean the 20th day of each calendar month, or, if such date is
not a Business Day, then the next succeeding Business Day, commencing in October 2009.



     “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.



     “Performance Guarantors” means Diamond Resorts Corporation, Diamond Resorts Holdings,
LLC and Diamond Resorts Parent, LLC.



     “Permitted Liens” shall mean, as to any Mortgaged Property, (a) the lien of current
real property taxes, ground rents, water charges, sewer rents and assessments not yet due and
payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of
public record, none of which, individually or in the aggregate, materially interferes with the
current use of the Mortgaged Property or the security intended to be provided by the related
Mortgage or with the Obligor’s ability to pay his or her obligations when they become due or
materially and adversely affects the value of the Mortgaged Property and (c) the exceptions
(general and specific) set forth in the related title insurance policy, none of which, individually
or in the aggregate, materially interferes with the security intended to be provided by such
Mortgage or with the Obligor’s ability to pay his or her obligations when they become due or
materially and adversely affects the value of the Mortgaged Property.



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



     “Points” shall mean a form of currency, the redemption of which entitles the holders
thereof to reserve the use and occupancy of a Unit at a Points Based Resort.



     “Points-Based Loan” shall mean a Timeshare Loan that is secured by Points-Based
Property or that is a VI Program Loan. As used in the Transaction Documents, the term
“Points-Based Loan” shall include the related Obligor Note, Points Purchase Contract and other
security documents contained in the related Timeshare Loan File.



     “Points-Based Resort” shall mean one or more Resorts in a Collection at which holders
of Points-Based Property are entitled to reserve the use and occupancy of Units.



     “Points-Based Property” shall mean a timeshare interest, other than a fee simple
interest in real estate, regarding one or more Units in one or more Resorts, denominated in
Points, the redemption of which entitles the holder thereof the right to use and occupy one or
more Units within one or more Resorts and the common areas and common furnishing appurtenant to
such Unit or Units for a specified period of time, on an annual or a biennial basis, as more
specifically described in the Points Purchase Contract.



     “Points Purchase Contract” means with respect to a Points-Based Property,
collectively (i) the related Purchase Contract and (ii) the various other documents and
instruments that among other things: (a) in consideration of the payment of a purchase price,
including payment of the related Obligor Note, if any, grants the Obligor the license or
right-to-use and occupy one or more Units in one or more Resorts, (b) imposes certain obligations
on the Obligor regarding payment of the related Obligor Note, the Obligor’s use or occupancy of
one or more Units in one or more Resorts, and the payment of a maintenance fee, and (c) grants the
holder thereof certain rights, including the rights to payment of the related Obligor Note, if
any, and to terminate the Points Purchase Agreement or revoke the Obligor’s rights under it, and
thereafter to resell the Points-Based Property to another Person.



     “Predecessor Servicer Work Product” shall have the meaning specified in Section
5.16(f)(i) of the Indenture.



     “Processing Charges” shall mean any amounts due under an Obligor Note in respect of
processing fees, service fees, impound fees or late fees.



     “Purchase Agreements” shall mean each purchase agreement, dated as of October 1,
2009, by and between the Seller and a Transferor pursuant to which such Transferor sells Timeshare
Loans to the Seller.



     “Purchase Contract” shall mean the purchase contract for a Timeshare Property
executed and delivered by an Obligor and pursuant to which such Obligor purchased a Timeshare
Property.



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     “Purchase Price” shall mean the original price of the Timeshare Property purchased by
an Obligor.



     “Qualified Substitute Timeshare Loan” shall mean a Timeshare Loan which must, on the
related Substitution Date: (i) have a coupon rate not less than the coupon rate of the substituted
Timeshare Loan; (ii) does not have a stated maturity later than 12 months prior to the Stated
Maturity; (iii) comply as of the related Substitution Date with each of the representations and
warranties set forth in the Sale Agreement, and (iv) be related to a Timeshare Property at a
Resort.



     “Rapid Amortization Period” shall mean the period which commences on the Rapid
Amortization Period Commencement Date and ends on the Rapid Amortization Period End Date.



     “Rapid Amortization Period Commencement Date” shall be the Determination Date on
which (a) the average of the Default Levels for the last three Due Periods (or if fewer than three
Due Periods have elapsed since the Closing Date, the average of the Default Levels for the actual
number of Due Periods which have elapsed since the Closing Date) is greater than or equal to
0.75%, (b) the Cumulative Default Level exceeds 20.00%, or (c) the Overcollateralization Amount is
less than the Required Overcollateralization Amount for the two immediately preceding Payment
Dates.



     “Rapid Amortization Period End Date” shall be (a) with respect to a Rapid
Amortization Period triggered by clause (a) of the definition of Rapid Amortization Period
Commencement Date, the Determination Date on which the average of the Default Levels for the
requisite number of Due Periods is less than 0.75%; (b) with respect to a Rapid Amortization
Period triggered by clause (b) of the definition of Rapid Amortization Period Commencement Date,
the date on which the Notes have been paid in full; and (c) with respect to a Rapid Amortization
Period triggered by clause (c) of the definition of Rapid Amortization Period Commencement Date,
the Determination Date on which the Overcollateralization Amount for the immediately preceding
Payment Date is equal to or greater than the Required Overcollateralization Amount for such
Payment Date.



     “Rating Agency” shall mean S&P or its permitted successors and assigns.



     “Receivables” means the payments required to be made pursuant to an Obligor Note.



     “Record Date” shall mean, with respect to any Payment Date, the close of business on
the last Business Day of the calendar month immediately preceding the month in which such Payment
Date occurs.



     “Redemption Date” shall mean with respect to the redemption of the Notes on or after
the Optional Redemption Date, the date fixed pursuant to Section 10.01 of the Indenture.



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     “Redemption Price” shall be equal to the sum of the Aggregate Outstanding Note
Balance and unreimbursed Note Balance Write-Down Amounts, if any, plus accrued and unpaid interest
to the Redemption Date.



     “Regulation S Global Note” shall have the meaning specified in Section 2.02 of the
Indenture.



     “Related Security” shall mean with respect to any Timeshare Loan owned by a Person,
(i) all of such Person’s interest in the Timeshare Property arising under or in connection with
the related Mortgage or Points Purchase Agreement, including, without limitation, all Liquidation
Proceeds and Insurance Proceeds received with respect thereto on or after the related Cut-Off
Date, and the Timeshare Loan Documents relating to such Timeshare Loan, (ii) all other security
interests or liens and property subject thereto from time to time purporting to secure payment of
such Timeshare Loan, together with all mortgages, assignments and financing statements signed by
an Obligor describing any collateral securing such Timeshare Loan, (iii) all guarantees, insurance
and other agreements or arrangements of whatever character from time to time supporting or
securing payment of such Timeshare Loan, (iv) all other security and books, records and computer
tapes relating to the foregoing and (v) all of such Person’s right, title and interest in and to
any other account into which collections in respect of such Timeshare Loans may be deposited from
time to time.



     “Relevant UCC” shall mean the Uniform Commercial Code as in effect in the applicable
jurisdiction.



     “Request” shall have the meaning specified in Section 1.2(b) of the Custodial
Agreement.



     “Repurchase Price” shall mean with respect to any Timeshare Loan to be purchased by
the Seller pursuant to the Sale Agreement, a cash price equal to the Loan Balance of such
Timeshare Loan as of the date of such repurchase, together with all accrued and unpaid interest on
such Timeshare Loan at the related coupon rate to but not including the due date in the then
current Due Period.



     “Request for Release” shall be a request signed by the Servicer in the form attached
as Exhibit B to the Custodial Agreement.



     “Required Overcollateralization Amount” shall mean, for any Payment Date, an amount
equal to the product of (i) the Initial Overcollateralization Percentage and (ii) the Aggregate
Loan Balance as of the Initial Cut-Off Date.



     “Reservation System” shall mean the reservation system operated by Diamond Resorts
International Club, Inc. (d/b/a THE Club®), a Florida corporation, and any other system(s)
pursuant to which reservations for particular locations, times,lengths of stay and unit types at
Resorts with respect to Points-Based Property are received, accepted, modified or canceled.



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     “Reserve Account” shall mean the account maintained by the Indenture Trustee pursuant
to Section 3.02(b) of the Indenture.



     “Reserve Account Draw Amount” shall have the meaning specified in Section 3.02(b)(i)
of the Indenture.



     “Reserve Account Floor Amount” shall mean, for any Payment Date, an amount equal to
the lesser of (i) 0.25% of the aggregate Initial Note Balances of the Notes and (ii) 50% of the
Aggregate Outstanding Note Balance on such Payment Date prior to taking into account any
distributions of principal on such Payment Date.



     “Reserve Account Initial Deposit” shall mean 1.00% of the Aggregate Loan Balance as
of the Initial Cut-Off Date.



     “Reserve Account Required Balance” shall mean, for any Payment Date, (a) occurring
during a Rapid Amortization Period, an amount equal to the Reserve Account Floor Amount, or (b)
occurring during a Non-Rapid Amortization Period, (i) if no Cash Accumulation Event has occurred
and is continuing, an amount equal to 1.00% of the Aggregate Loan Balance as of the last day of the
related Due Period or (ii) if a Cash Accumulation Event has occurred and is continuing, an amount
equal to the product of (x) the Aggregate Loan Balance as of the last day of the related Due Period
and (y) the greater of (1) 15.0% and (2) the product of (A) two and (B) the Delinquency Level for
such Due Period; provided, however, that in no event will the Reserve Account Required Balance be
less than the Reserve Account Floor Amount.



     “Resort” shall mean each of the resorts in a Collection and each Resort related to a Mortgage
Loan.



     “Resort Associations” shall mean each homeowner’s association related to a Resort.



     “Responsible Officer” shall mean (a) when used with respect to the Indenture Trustee,
any officer assigned to the Corporate Trust Office, including any Managing Director, Vice
President, Assistant Vice President, Secretary, Treasurer, any trust officer or any other officer
of the Indenture Trustee customarily performing functions similar to those performed by any of the
above designated officers, and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular
subject; (b) when used with respect to the Servicer, any officer responsible for the administration
or management of the Servicer’s servicing department; and (c) with respect to any other Person, the
Chairman of the Board, the President, a Vice President, the Treasurer, the Secretary or the manager
of such Person.



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



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     “Rule 144A Global Note” shall have the meaning specified in Section 2.02 of the
Indenture.



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



     “Sale Agreement” shall mean the agreement, dated as of October 1, 2009, by and between the
Seller and the Issuer pursuant to which the Seller sells the Timeshare Loans to the Issuer.



     “Schedule of Timeshare Loans” means the list of Timeshare Loans attached to the Sale
Agreement in electronic format as Exhibit A, as amended from time to time to reflect
repurchases and substitutions pursuant to the terms of the Sale Agreement and the Indenture, which
list shall set forth the following information with respect to each Timeshare Loans as of the
related Cut-Off Date, in numbered columns:




	 	1	 	Loan/Contract Number
	 
	 	2	 	Name of Obligor
	 
	 	3	 	Unit(s)/Week(s)/Point(s), as applicable
	 
	 	4	 	Interest Rate Per Annum
	 
	 	5	 	Date of Origination
	 
	 	6	 	Original Loan Balance
	 
	 	7	 	Maturity Date
	 
	 	8	 	Monthly Payment Amount
	 
	 	9	 	Original Term (in months)
	 
	 	10	 	Outstanding Loan Balance
	 
	 	11	 	Right to Use/Mortgage Loan
	 
	 	12	 	Name of Originator





     “Scheduled Foreclosure Date” shall have the meaning specified in Section 1.2(b) of
the Custodial Agreement.



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



     “Seller” shall mean Diamond Resorts Seller 2009-1 LLC, a Delaware limited liability
company.



     “Seller Undertaking Agreement” shall mean that certain Seller Undertaking Agreement,
dated as of October 1, 2009 by the Performance Guarantors in favor of the Issuer and the Indenture
Trustee.



     “Servicing Fee” shall mean for any Payment Date, an amount equal to the product of
(i) one-twelfth of 1.50% and (ii) the Aggregate Loan Balance as of the first day of the related
Due Period.



     “Servicer” initially shall mean Diamond Resorts Financial Services, Inc. and its
permitted successors and assigns or such other successor servicer as provided in the Indenture.



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     “Servicer Event of Default” shall have the meaning specified in Section 5.04 of the
Indenture.



     “Servicer Undertaking Agreement” shall mean that certain Servicer Undertaking
Agreement, dated as of October 1, 2009, by the Performance Guarantors in favor of the Issuer and
the Indenture Trustee.



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



     “Servicing Standard” shall have the meaning specified in Section 5.01 of the
Indenture.



     “Stated Maturity” shall mean the Payment Date occurring on March 20, 2026.



     “Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. § 3801, et seq., as the same may be amended from time to time.



     “Substitute Conveyed Timeshare Property” shall have the meaning specified in Section
2(b) of the Sale Agreement.



     “Substitution Cut-Off Date” shall mean with respect to any Substitution Date, the
close of business on the last day of the calendar month immediately preceding such Substitution
Date or such other date designated by the Servicer.



     “Substitution Date” shall mean with respect to a Qualified Substitute Timeshare Loan,
the date on which the Issuer acquires such Qualified Substitute Timeshare Loan from the Seller.



     “Substitution Shortfall Amount” shall mean with respect to a substitution pursuant to
Section 4.04 of the Indenture, an amount equal to the excess, if any, of (a) the Loan Balance of
the Timeshare Loan being replaced as of the Substitution Date, together with all accrued and unpaid
interest on such Timeshare Loan at the related coupon rate to but not including the due date in the
related Due Period over (b) the Loan Balance of the Qualified Substitute Timeshare Loan as of the
Substitution Date. If on any Substitution Date, one or more Qualified Substitute Timeshare Loans
are substituted for one or more Timeshare Loans, the Substitution Shortfall Amount shall be
determined as provided in the preceding sentence on an aggregate basis.



     “Successor Servicer” shall mean the Back-Up Servicer and its permitted successors and
assigns, as provided in the Indenture, upon succeeding to the responsibilities and obligations of
the Servicer in accordance with Section 5.16 of the Indenture.



     “Tape(s)” shall have the meaning specified in Section 5.16(b) of the
Indenture.



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     “Temporary Regulation S Global Note” shall have the meaning specified in Section 2.02
of the Indenture.



     “Timeshare Laws” means the provisions of any applicable laws, statutes or regulations
and all amendments, modifications or replacements thereof and successors thereto, and all
regulations and guidelines promulgated thereunder or with respect thereto, now or hereafter
enacted.



     “Timeshare Loan” shall mean a Mortgage Loan, a Points-Based Loan or a Qualified
Substitute Timeshare Loan subject to the lien of the Indenture.



     “Timeshare Loan Acquisition Price” shall mean on any date of determination, with
respect to any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare Loan plus
accrued interest thereon.



     “Timeshare Loan Documents” shall mean, with respect to a Timeshare Loan and each
Obligor, the related (i) Timeshare Loan Files and (ii) Timeshare Loan Servicing Files.



     “Timeshare Loan Files” shall mean with respect to any purchaser of a Timeshare
Property for which the Obligor is a party to a Timeshare Loan, the following documents executed by
such purchaser or delivered in connection with such Timeshare Loan:



     (a) an original Obligor Note bearing all intervening endorsements showing a complete chain of
endorsements from the originator of such Timeshare Loan to the Last Endorsee, endorsed by the Last
Endorsee, without recourse, in the following form: “Pay to the order of                     , without recourse” and signed in the name of the Last Endorsee by an
authorized officer;



     (b) if such Timeshare Loan is a Mortgage Loan, the original Mortgage or deed of trust
containing the original signatures of all persons named as the maker, the mortgagor or trustor with
evidence of recording indicated, provided, however, that no such original Mortgage shall be
required if the among the applicable Timeshare Loan File is a certified copy of the recorded
Mortgage and an original or copy of the title insurance policy (or other evidence of title
insurance, including title commitment or binder);



     (c) if such Timeshare Loan is a Mortgage Loan, an original individual or bulk assignment of
the Mortgage in blank and in recordable form and signed in the name of the Last Endorsee by an
authorized officer;



     (d) if such Timeshare Loan is a Mortgage Loan, the originals of all intervening
assignments (or a copy certified to the Custodian) of the Mortgage (if applicable) showing a
complete chain of assignments from the originator of such Mortgage Loan to the Last Endorsee;



     (e) if such Timeshare Loan is a Mortgage Loan, an original or copy of any assumption or
modification of the Obligor Note or Mortgage with evidence of recording thereon



- 24 -









 




or an original or a copy of the title insurance policy with respect to such Mortgage;




     (f) if such Timeshare Loan is a Mortgage Loan, an original or a copy of an individual or bulk
title insurance policy or master blanket title insurance policy covering such Mortgage Loan when
applicable (or a commitment for title insurance or an opinion of counsel with respect to title and
liens encumbering the Mortgaged Property);



     (g) the original power of attorney (or a certified copy), if applicable;



     (h) the original or a copy of the Purchase Contract that relates to each Obligor Note,
including any addenda thereto;



     (i) if such Timeshare Loan is a Points-Based Loan: (A) the original or a copy of the Points
Purchase Contract pursuant to which the applicable Points-Based Property was originally sold by the
seller thereof, whether or not an Originator (provided that if the seller of such Points-Based
Property is not an Originator, such Points Purchase Contract has been assigned to a transferor),
including any addenda thereto and (B) an original or copy of any assumption or modification of such
Points Purchase Contract (if applicable)]; and



     (j) the original truth-in-lending disclosure statement (or a copy) that relates to each
Timeshare Loan.



     “Timeshare Loan Servicing File” shall mean, with respect to each Timeshare Loan and
each Obligor a copy of the related Timeshare Loan File and all other papers and computerized
records customarily maintained by the Servicer in servicing timeshare loans comparable to the
Timeshare Loans.



     “Timeshare Property” shall mean a Points-Based Property or a Mortgaged Property, as
the case may be.



     “Total Principal Amount” shall mean for any Payment Date, the sum of (i) the amount
of principal collected (including from prepayments and repurchases) in respect of the Timeshare
Loans during the related Due Period, and (ii) the aggregate Loan Balance of all Timeshare Loans
which became Defaulted Timeshare Loans (immediately prior to becoming Defaulted Timeshare Loans)
during the related Due Period (other than Defaulted Timeshare Loans for which the Seller has
exercised its option to repurchase or substitute pursuant to Section 6(b) of the Sale Agreement).



     “Trailing Documents” shall have the meaning specified in Section 1.1(c) of the
Custodial Agreement.



     “Transaction Documents” shall mean the Indenture, the Custodial Agreement, the
Purchase Agreements, the Sale Agreement, the Trust Agreement, the Administration Agreement, the
Seller Undertaking Agreement, the Servicer Undertaking Agreement, the Note Purchase Agreement and
all other agreements, documents or instruments delivered in connection with the transactions
contemplated thereby.



- 25 -









 





     “Transferors” shall mean Diamond Resorts Issuer 2008 LLC, Sunterra 2007 Issuer
LLC, and Diamond Resorts Finance Holding Company.



     “Transition Expenses” means any documented costs and expenses (other than general
overhead expenses) incurred by the Back-Up Servicer should it become the Successor Servicer as a
direct consequence of the termination or resignation of the initial Servicer and the transition of
the duties and obligations of the initial Servicer to the Successor Servicer.



     “Trust Accounts” shall mean collectively, the Collection Account, the Reserve Account
and such other accounts established by the Indenture Trustee pursuant to Section 3.02 of the
Indenture.



     “Trust Agreement” shall mean that certain trust agreement, dated as of October 6,
2009 and amended and restated as of October 15, 2009, each by and between the Owner and the Owner
Trustee.



     “Trust Estate” shall have the meaning specified in the Granting Clause of the
Indenture.



     “Unit” shall mean a residential unit or dwelling at a Resort.



     “USAP” shall have the meaning specified in Section 5.05(c) of the Indenture.



     “VI Program” shall mean the Vacation Internationale VTS Program.



     “VI Program Loan” shall mean any points-based loan secured by points in the VI
Program.



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I
of Subtitle E of Title IV of ERISA.




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