Lien Uses in Further Assurances Clause

Further Assurances from Loan Agreement

This LOAN AGREEMENT (this "Agreement"), dated as of May 11, 2016, is among DIAMOND RESORTS/CO BORROWER 2016, LLC, a Delaware limited liability company (the "Borrower"), DIAMOND RESORTS CORPORATION, a Maryland corporation ("Diamond Resorts Corporation"), DIAMOND RESORTS HOLDINGS, LLC, a Nevada limited liability company ("Holdings"), DIAMOND RESORTS INTERNATIONAL, INC., a Delaware corporation ("Parent" and together with Diamond Resorts Corporation and Holdings, the "Performance Guarantors"), DIAMOND RESORTS/CO SELLER 2016, LLC, a Delaware limited liability company (the "Seller"), the LENDERS from time to time party hereto (collectively, the "Lenders") and CAPITAL ONE, NATIONAL ASSOCIATION ("Capital One"), as agent for the Lenders (together with its successors in such capacity, the "Administrative Agent").

Further Assurances. Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under Applicable Law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Transaction Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Transaction Documents. In addition, from time to time, each Diamond Resorts Party will, at its cost and expense (and will cause the other Diamond Resorts Parties to), promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to the Collateral. Such security interests and Liens will be created under security agreements and other instruments and documents in form and substance satisfactory to the Administrative Agent, and each Diamond Resorts Party shall deliver or cause to be delivered to the Administrative Agent and each Lender all such instruments and documents (including legal opinions and lien searches) as the Administrative Agent or any Lender shall reasonably request to evidence compliance with this Section. Each Diamond Resorts Party agrees to provide such evidence as the Administrative Agent or any Lender shall reasonably request as to the perfection and priority status of each such security interest and Lien.

Further Assurances

NEITHER THE NOTES NOR THE UNDERLYING COMMON SHARES FOR THE NOTES OR WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THE NOTES NOR THE WARRANTS MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT. INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION. PLEASE REVIEW THE RISK FACTOR DOCUMENT ATTACHED TO THE TERM SHEET.

Further Assurances. The Company shall execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code, United States Patent and Trademark Office and other financing statements not later than one (1) business day after the date hereof) that may be required under applicable law, or that the Purchasers may reasonably request, in order to effectuate the transactions contemplated by this Agreement and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Notes. From time to time, the Company shall, at its cost and expense and subject to the terms of the Notes, promptly secure the Notes by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Purchasers shall designate (it being understood that it is the intent of the parties that, except as set forth in the Notes, the obligations pursuant to the Notes shall be secured by all the assets of the Company and its subsidiaries (including real and other properties acquired subsequent to the Closing Date)). Such security interests and Liens will be created under this Agreement, the Security Agreement and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance satisfactory to the Purchasers, and the Company shall deliver or cause to be delivered to the Purchasers all such instruments and documents as the Purchasers shall reasonably request to evidence compliance with this Section 5.6. The Company agrees to provide such evidence as the Purchasers shall reasonably request as to the perfection and priority status of each such security interest and Lien. In furtherance of the foregoing, the Company will give prompt notice to the Purchasers of the acquisition by it or any of its subsidiaries of any property (or any interest in property) having a value in excess of $500,000.