Diamond Resorts Corp

Diamond Resorts Corp – TRANSACTION AGREEMENT by and Among Diamond Resorts International, Inc., Island One, Inc., Crescent One, LLC, and Timeshare Acquisitions, LLC Dated as of July 1, 2013 (July 8th, 2013)

THIS TRANSACTION AGREEMENT (this Agreement), is dated July 1, 2013, by and among Diamond Resorts International, Inc., a Delaware corporation (the Purchaser), Island One, Inc., a Florida corporation (Island One), Crescent One, LLC, a Florida limited liability company (Crescent One and, together with Island One, the Companies and each a Company), and Timeshare Acquisitions, LLC, a Delaware limited liability company (the Seller).

Diamond Resorts Corp – ASSET PURCHASE AGREEMENT by and Among DPM Acquisition, LLC, Resort Services Group, LLC, Monarch Owner Services, LLC, Monarch Grand Vacations Management, LLC, and Mark Post (Solely for Purposes of Section 10.21) Dated as of June 12, 2013 (June 18th, 2013)

THIS ASSET PURCHASE AGREEMENT (this Agreement), is dated June 12, 2013, by and among DPM Acquisition, LLC, a Delaware limited liability company (Purchaser), Resort Services Group, LLC, a Nevada limited liability company (RSG), Monarch Owner Services, LLC, a Nevada limited liability company (MOS), Monarch Grand Vacations Management, LLC, a Nevada limited liability company (MGVM, and together with RSG and MOS, the Companies and each a Company) and, solely for purposes of Section 10.21 and the obligations thereunder, Mark Post (the Owner). The Companies are sometimes collectively referred to herein as the Selling Parties and each of them, individually, as a Selling Party.

Diamond Resorts Corp – Fourth Amended and Restated Sale Agreement (April 17th, 2013)

This FOURTH AMENDED AND RESTATED SALE AGREEMENT (this "Agreement"), dated as of April 1, 2013, is by and among DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the "Depositor"), and DIAMOND RESORTS ISSUER 2008 LLC, a Delaware limited liability company (the "Issuer"), and their respective permitted successors and assigns, and acknowledged and agreed to by DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation ("DFHC") with respect to its rights and obligations set forth in Section 6 herein, and hereby amends and restates in its entirety that certain third amended and restated sale agreement, dated as of October 1, 2011 (the "3rd A/R Sale Agreement"), among the parties hereto, which amended and restated in its entirety that certain second amended and restated sale agreement, dated as of August 31, 2010 (the "2nd A/R Sale Agreement"), among the parties hereto, which amended and restated in its entirety that certain amended and restated sale agreement, dat

Diamond Resorts Corp – Fourth Amended and Restated Purchase Agreement (April 17th, 2013)

This FOURTH AMENDED AND RESTATED PURCHASE AGREEMENT (this "Agreement"), dated as of April 1, 2013, is by and among DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (the "Seller"), and DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the "Depositor"), and their respective permitted successors and assigns, and hereby amends and restates in its entirety that certain third amended and restated purchase agreement, dated as of October 1, 2011 (the "3rd A/R Purchase Agreement"), among the parties thereto, which amended and restated in its entirety that certain second amended and restated purchase agreement, dated as of August 31, 2010 (the "2nd A/R Purchase Agreement"), among the parties hereto, which amended and restated in its entirety that certain purchase agreement, dated as of July 16, 2010 (the "A/R Purchase Agreement"), among the parties thereto, which amended and restated in its entirety that certain purchase agreement, dated as of November 3, 2

Diamond Resorts Corp – Fifth Amended and Restated (April 17th, 2013)

This FIFTH AMENDED AND RESTATED INDENTURE (this "Indenture"), dated as of April 1, 2013, is among Diamond Resorts Issuer 2008 LLC, a Delaware limited liability company, as issuer (the "Issuer"), Diamond Resorts Financial Services, Inc. ("DFS"), a Nevada corporation, as servicer (the "Servicer"), Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture Trustee"), as custodian (the "Custodian") and as back-up servicer (the "Back-Up Servicer") and Credit Suisse AG, New York Branch, as Administrative Agent of the Purchasers pursuant to the Note Funding Agreement (the "Administrative Agent") and hereby amends and restates in its entirety that certain fourth amended and restated indenture, dated as of October 1, 2012 (the "Fourth A/R Indenture"), among the parties thereto, which amended and restated in its entirety that certain third amended and restated indenture, dated as of August 31, 2010 (the "Third A/R Indenture"), among the parties thereto, wh

Diamond Resorts Corp – Fifth Amended and Restated Operating Agreement of Diamond Resorts Parent, Llc a Nevada Limited Liability Company (April 1st, 2013)

THIS FIFTH AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 15th of October, 2012, by and between (i) DRP Holdco, LLC, a Delaware limited liability company ("Guggenheim"), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company ("CDP"), (iii) 1818 Partners, LLC, a Nevada limited liability company ("1818 Partners"), (iv) Silver Rock Financial LLC, IN - FP1 LLC, BDIF LLC and CM - NP LLC (each, a "Silver Rock Entity" and collectively, the "Silver Rock Entities"), and (v) The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each a "Wellington Purchaser" and collectively, the "Wellington Purchasers").

Diamond Resorts Corp – Loan and Security Agreement (April 1st, 2013)

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of December 21, 2012, is among TEMPUS ACQUISITION, LLC, a Delaware limited liability company (the "Borrower"), the Lenders signatories below, and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (the "Administrative Agent").

Diamond Resorts Corp – Amended and Restated (April 1st, 2013)

Diamond Resorts Corp – Fourth Amendment to Loan and Security Agreement (April 1st, 2013)

"Amendment"), dated as of November 20, 2012, is among TEMPUS ACQUISITION, LLC, a Delaware limited liability company (the "Borrower"), the Lenders signatories below, and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (the

Diamond Resorts Corp – Amended and Restated (April 1st, 2013)

This Amended and Restated Homeowner Association Oversight, Consulting and Executive Management Services Agreement (the "Agreement") is made and is effective this 31st day of December, 2012 ("Effective Date"), by and between Diamond Resorts Corporation, a Maryland corporation (the "Company"), and Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company ("Manager").

Diamond Resorts Corp – DIAMOND RESORTS PARENT, LLC 2012 EQUITY INCENTIVE PLAN October 15, 2012 (April 1st, 2013)

The Diamond Resorts Parent, LLC 2012 Equity Incentive Plan (the "Plan") is established by Diamond Resorts Parent, LLC, a Nevada limited liability company (the "Company") to promote the financial interests of the Company, including its growth and performance, by encouraging persons eligible to participate in the Plan to acquire an ownership position in the Company, enhancing the ability of the Company and its subsidiaries to attract and retain persons eligible to participate in the Plan, providing persons eligible to participate in the Plan with a way to acquire or increase their proprietary interest in the Company's success, motivating eligible persons to achieve the long-term Company goals, and aligning eligible persons' interests with those of the Company's equityholders. The Plan shall be effective as of October 15, 2012. The Plan supersedes and replaces any equity incentive or similar plan previously adopted by the Company. Unless the Plan is discontinued earlier as provided her

Diamond Resorts Corp – WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Back-Up Servicer (January 29th, 2013)

This INDENTURE, dated as of January 23, 2013, is among DIAMOND RESORTS OWNER TRUST 2013-1, 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").

Diamond Resorts Corp – Sale Agreement (January 29th, 2013)

This SALE AGREEMENT (this "Agreement"), dated as of January 23, 2013, is by and among Diamond Resorts Seller 2013-1, LLC, a Delaware limited liability company (the "Seller"), and Diamond Resorts Owner Trust 2013-1, a Delaware statutory trust (the "Issuer"), and their respective permitted successors and assigns.

Diamond Resorts Corp – Standard Definitions (January 29th, 2013)

"Administration Agreement" shall mean that certain administration agreement, dated as of January 23, 2013, by and among the Issuer, the Indenture Trustee and the Administrator.

Diamond Resorts Corp – Loan and Security Agreement (November 14th, 2012)

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), effective as of March 28, 2012 (the "Amendment Effective Date"), is among TEMPUS ACQUISITION, LLC, a Delaware limited liability company (the "Borrower"), the Lenders from time to time party hereto, and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (the "Administrative Agent").

Diamond Resorts Corp – Loan and Security Agreement (November 14th, 2012)

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of October 4, 2012, is among TEMPUS ACQUISITION, LLC, a Delaware limited liability company (the "Borrower"), the Lenders signatories below, and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (the "Administrative Agent").

Diamond Resorts Corp – Loan and Security Agreement (November 14th, 2012)

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of September 28, 2012, is among TEMPUS ACQUISITION, LLC, a Delaware limited liability company (the "Borrower"), the Lenders signatories below, and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (the "Administrative Agent").

Diamond Resorts Corp – Loan and Security Agreement (November 14th, 2012)

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of September 28, 2012, is among DPM ACQUISITION, LLC, a Delaware limited liability company (the "Borrower"), the Lenders signatories below, and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (the "Administrative Agent").

Diamond Resorts Corp – Asset Purchase Agreement (October 28th, 2011)

Diamond Resorts Corp – Third Amended and Restated Sale Agreement (October 20th, 2011)

This THIRD AMENDED AND RESTATED SALE AGREEMENT (this Agreement), dated as of October 1, 2011, is by and among DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the Depositor), and DIAMOND RESORTS ISSUER 2008 LLC, a Delaware limited liability company (the Issuer), and their respective permitted successors and assigns, and acknowledged and agreed to by DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (DFHC) with respect to its rights and obligations set forth in Section 6 herein, and hereby amends and restates in its entirety that certain second amended and restated sale agreement, dated as of August 31, 2010 (the 2nd A/R Sale Agreement), among the parties hereto, which amended and restated in its entirety that certain amended and restated sale agreement, dated as of July 16, 2010 (the A/R Sale Agreement), among the parties hereto, which amended and restated in its entirety that certain sale agreement, dated as of November 3, 2008 (the Original Sale

Diamond Resorts Corp – Third Amended and Restated Purchase Agreement (October 20th, 2011)

This THIRD AMENDED AND RESTATED PURCHASE AGREEMENT (this Agreement), dated as of October 1, 2011, is by and among DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (the Seller), and DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the Depositor), and their respective permitted successors and assigns, and hereby amends and restates in its entirety that certain second amended and restated purchase agreement, dated as of August 31, 2010 (the 2nd A/R Purchase Agreement), among the parties hereto, which amended and restated in its entirety that certain purchase agreement, dated as of July 16, 2010 (the A/R Purchase Agreement), among the parties thereto, which amended and restated in its entirety that certain purchase agreement, dated as of November 3, 2008 (the Original Purchase Agreement and together with the A/R Purchase Agreement and the 2nd A/R Purchase Agreement, the Original Purchase Agreements), among the parties thereto.

Diamond Resorts Corp – DIAMOND RESORTS ISSUER 2008 LLC, as Issuer DIAMOND RESORTS FINANCIAL SERVICES, INC., as Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee, Custodian and Back-Up Servicer and CREDIT SUISSE AG, NEW YORK BRANCH, as Administrative Agent FOURTH AMENDED AND RESTATED INDENTURE Dated as of October 1, 2011 (October 20th, 2011)

This FOURTH AMENDED AND RESTATED INDENTURE (this Indenture), dated as of October 1, 2011, is among Diamond Resorts Issuer 2008 LLC, a Delaware limited liability company, as issuer (the Issuer), Diamond Resorts Financial Services, Inc. (DFS), a Nevada corporation, as servicer (the Servicer), Wells Fargo Bank, National Association, a national banking association, as trustee (the Indenture Trustee), as custodian (the Custodian) and as back-up servicer (the Back-Up Servicer) and Credit Suisse AG, New York Branch, as Administrative Agent of the Purchasers pursuant to the Note Funding Agreement (the Administrative Agent) and hereby amends and restates in its entirety that certain third amended and restated indenture, dated as of August 31, 2010 (the Third A/R Indenture), among the parties thereto, which amended and restated in its entirety that certain second amended and restated indenture, dated as of July 16, 2010 (the Second A/R Indenture), among the parties thereto, which amended and res

Diamond Resorts Corp – AMENDED AND RESTATED INVENTORY LOAN AND SECURITY AGREEMENT by and Among TEXTRON FINANCIAL CORPORATION and MYSTIC DUNES MYRTLE BEACH, LLC, and MYSTIC DUNES, LLC AS OF JUNE 30, 2011 (August 15th, 2011)

THIS AMENDED AND RESTATED INVENTORY LOAN AND SECURITY AGREEMENT is made effective as of June 30, 2011 by and between MYSTIC DUNES MYRTLE BEACH, LLC, a Delaware limited liability company (Borrower), MYSTIC DUNES, LLC, a Delaware limited liability company (Mystic Dunes or Guarantor) and TEXTRON FINANCIAL CORPORATION, a Delaware corporation (Lender).

Diamond Resorts Corp – LOAN AND SECURITY AGREEMENT Between RESORT FINANCE AMERICA, LLC, a Delaware Limited Liability Company (Lender) and MYSTIC DUNES RECEIVABLES, LLC, a Delaware Limited Liability Company (Borrower) $74,517,139.00 Receivables Loan June 30, 2011 (August 15th, 2011)

THIS LOAN AND SECURITY AGREEMENT (this Loan Agreement) is made as of June 30, 2011 by and between MYSTIC DUNES RECEIVABLES, LLC, a Delaware limited liability company (Borrower), and RESORT FINANCE AMERICA, LLC, a Delaware limited liability company (the Lender).

Diamond Resorts Corp – LOAN AND SECURITY AGREEMENT Dated as of June 30, 2011 Among TEMPUS ACQUISITION, LLC the Lenders Party Hereto GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent (August 15th, 2011)

LOAN AND SECURITY AGREEMENT (this Agreement) dated as of June 30, 2011 among TEMPUS ACQUISITION, LLC, the LENDERS from time to time party hereto, GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent.

Diamond Resorts Corp – Redemption Agreement (July 26th, 2011)

This REDEMPTION AGREEMENT (this Agreement), dated as of July 21, 2011, is entered into by and between Cloobeck Diamond Parent, LLC, a Nevada limited liability company (CDP), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VI below.

Diamond Resorts Corp – Second Amended and Restated Registration Rights Agreement (July 26th, 2011)

This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is dated as of July 21, 2011 by and among (i) Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company, and 1818 Partners, LLC, a Nevada limited liability company (collectively, CDP), (iii) DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), (iv) Silver Rock (as defined below) and (v) The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each, a Wellington Purchaser and collectively, the Wellington Purchaser).

Diamond Resorts Corp – Fourth Amended and Restated Securityholders Agreement (July 26th, 2011)

This FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT is dated as of July 21, 2011 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company), Cloobeck Diamond Parent, LLC, a Nevada limited liability company, (CDP), 1818 Partners, LLC, a Nevada limited liability company (1818 Partners), DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), the Silver Rock Entities (as defined below) and The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each, a Wellington Purchaser and collectively, the Wellington Purchasers).

Diamond Resorts Corp – Fourth Amended and Restated Operating Agreement of Diamond Resorts Parent, Llc a Nevada Limited Liability Company (July 26th, 2011)

THIS FOURTH AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 21st day of July, 2011, by and between (i) DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company (CDP), (iii) 1818 Partners, LLC, a Nevada limited liability company (1818 Partners), Silver Rock Financial LLC, IN FP1 LLC, BDIF LLC and CM NP LLC (each, a Silver Rock Entity and collectively, the Silver Rock Entities), and (iv) The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each a Wellington Purchaser and collectively, the Wellington Purchasers).

Diamond Resorts Corp – Securities Purchase Agreement (July 26th, 2011)

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of July 21, 2011, is entered into by and among the Persons set forth on Schedule 1 hereto (each, a Purchaser and collectively, the Purchasers), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VIII below.

Diamond Resorts Corp – REDEMPTION AGREEMENT by and Among DIAMOND RESORTS PARENT, LLC, SILVER ROCK FINANCIAL LLC, IN FP1 LLC, BDIF LLC, CM NP LLC, and DRP HOLDCO, LLC Dated as of July 21, 2011 (July 26th, 2011)

This REDEMPTION AGREEMENT (this Agreement), dated as of July 21, 2011, is entered into by and among DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), Silver Rock Financial LLC, a Delaware limited liability company, IN FP1 LLC, a Delaware limited liability company, BDIF LLC, a Delaware limited liability company, and CM NP LLC, a Delaware limited liability company (collectively, the Silver Rock Entities), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article IX below.