and year first above written.
DIAMOND RESORTS/CO BORROWER 2016, LLC,
as Borrower
By:
/s/ C. Alan Bentley
Name: C. Alan Bentley
Title: Executive Vice President
DIAMOND RESORTS FINANCIAL SERVICES, INC.,
as Servicer
By:
/s/ David Womer
Name: David Womer
Title: President
[Signature Page to Collateral and Servicing Agreement]
#39303843
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent, Paying Agent, Custodian and Back-Up Servicer
By:
/s/ Brett Hudson
Name: ___Brett Hudson__________
Title: ____Vice President__________
CAPITAL ONE, NATIONAL ASSOCIATION,
as Administrative Agent
By:
/s/ James Casey
Name: James Casey
Title: Managing Director
EXHIBIT A
FORM OF THE NOTE
A-1
Diamond - Exhibits and Annexes to Collateral and Servicing Agreement
#39316389
PROMISSORY NOTE
$[__________]
[________], 20[__]
THIS PROMISSORY NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES
LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND
THE BORROWER HAS NOT REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"). THE HOLDER HEREOF, BY ITS ACCEPTANCE
OF THIS PROMISSORY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PROMISSORY NOTE IN
A TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT
AND ALL OTHER APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION, AND THE RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE LOAN
AGREEMENT. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PROMISSORY NOTE, FURTHER
REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT RE-OFFER, RE-SELL, PLEDGE
OR OTHERWISE TRANSFER THIS NOTE (OR ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE
WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE
LAWS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE CERTIFICATIONS AND OTHER
REQUIREMENTS SPECIFIED IN THE LOAN AGREEMENT REFERRED TO HEREIN.
THIS PROMISSORY NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH THE RESTRICTIONS
DESCRIBED HEREIN AND IN THE LOAN AGREEMENT. ANY SALE OR TRANSFER IN VIOLATION OF
THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL
NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY
INTERMEDIARY. EACH TRANSFEROR OF THIS PROMISSORY NOTE OR AN INTEREST HEREIN
AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN
THE LOAN AGREEMENT TO THE TRANSFEREE.
FOR VALUE RECEIVED, Diamond Resorts/CO Borrower 2016, LLC, a Delaware limited
liability company (the "Borrower") hereby promises to pay to
________________________________ (the "Lender"), in lawful money of the United
States of America and in immediately available funds, the principal sum not to
exceed [ ] Dollars ($[ ]) or, if less, the unpaid principal amount of the
aggregate advances ("Borrowings") made by the Lender to the Borrower pursuant to
the Loan Agreement (as defined below) as set forth on the attached Schedule, on
the dates specified in the Loan Agreement, and to pay interest on the unpaid
principal amount of each Borrowing on each day