0001514608-13-000013 Sample Contracts

as Indenture Trustee, Custodian and Back-Up Servicer and
Indenture • April 17th, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York

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

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FOURTH AMENDED AND RESTATED SALE AGREEMENT
Fourth Amended and Restated Sale Agreement • April 17th, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York

This policy establishes guidelines for Credit Underwriting. Any changes to this policy must be approved by the Chief Financial Officer.

FOURTH AMENDED AND RESTATED PURCHASE AGREEMENT
Fourth Amended and Restated Purchase Agreement • April 17th, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York

This policy establishes guidelines for Credit Underwriting. Any changes to this policy must be approved by the Chief Financial Officer.

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