as Indenture Trustee, Custodian and Back-Up Servicer andIndenture • 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
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...Indenture • October 20th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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, w
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF DIAMOND RESORTS PARENT, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
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”).
SECURITIES PURCHASE AGREEMENT by and among DIAMOND RESORTS PARENT, LLC and THE PERSONS SET FORTH ON SCHEDULE 1 HERETO Dated as of July 21, 2011Securities Purchase Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
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.
SALE AGREEMENTSale Agreement • January 29th, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
documents used by the Diamond Resorts Entities in connection with the sale of Timeshare Properties, and the operation of the Resort as a timeshare resort and the regulation, management and administration thereof comply with all Timeshare Laws, except for any non-compliance that could not reasonably be expected to result in a Material Adverse Effect. As used herein, the term “Declaration” means the declaration in furtherance of a plan for subjecting the Resort to a timeshare form of ownership, which Declaration contains covenants, restrictions, easements, charges and liens and including, without limitation, provisions regarding the identification of Timeshare Properties and the common areas and the regulation and governance of the real property comprising the Resort as a timeshare regime.
LOAN SALE AND SERVICING AGREEMENT by and among DRI QUORUM 2010 LLC, A Delaware limited liability company, as Seller, QUORUM FEDERAL CREDIT UNION, a federally chartered credit union, as Buyer, DIAMOND RESORTS FINANCIAL SERVICES, INC., a Nevada...Loan Sale and Servicing Agreement • April 1st, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
This AMENDED AND RESTATED LOAN SALE AND SERVICING AGREEMENT (this “Agreement”), dated as of December 31, 2012 (the “Effective Date”), is by and among DRI QUORUM 2010 LLC, a Delaware limited liability company (the “Seller”), QUORUM FEDERAL CREDIT UNION, a federally chartered credit union (the “Buyer”) and their respective permitted successors and assigns, DIAMOND RESORTS FINANCIAL SERVICES, INC., a Nevada corporation, as servicer (“DFS” or the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as back-up servicer (the “Back-Up Servicer”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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”).
LOAN AND SECURITY AGREEMENTdated as of May 21, 2012amongDPM ACQUISITION, LLCThe Lenders Party Hereto GUGGENHEIM CORPORATE FUNDING, LLC,as Administrative AgentLoan and Security Agreement • August 14th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 21, 2012 among DPM ACQUISITION, LLC, the LENDERS from time to time party hereto, GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent.
FOURTH AMENDED AND RESTATED SALE AGREEMENTFourth 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.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Delaware
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”).
STANDARD DEFINITIONSStandard Definitions • January 29th, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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”).
REDEMPTION AGREEMENTRedemption Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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”).
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, 2011Inventory Loan and Security Agreement • August 15th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Rhode Island
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”).
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, 2011Redemption Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
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.
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, 2011Loan and Security Agreement • August 15th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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”).
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, 2013Asset Purchase Agreement • June 18th, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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”.
THIRD AMENDED AND RESTATED PURCHASE AGREEMENTThird Amended and Restated Purchase Agreement • October 20th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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.
FIRST AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • May 15th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others)
as of April 27, 2012 (“the Amendment Effective Date”), is by and between DIAMOND RESORTS CENTRALIZED SERVICES COMPANY (“Diamond”) and QUORUM FEDERAL CREDIT UNION
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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”).
MARKETING AGREEMENTMarketing Agreement • May 15th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others)
THIS MARKETING AGREEMENT(the “Agreement”)is made and entered into by and between Diamond Resorts Centralized Services Company (“Diamond”) and Quorum Federal Credit Union (“Quorum”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 30th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
INVENTORY LOAN AND SECURITY AGREEMENT by and between RFA PMR LOANCO, LLC and DPM ACQUISITION, LLCInventory Loan and Security Agreement • August 14th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
This INVENTORY LOAN AND SECURITY AGREEMENT (this “Agreement”) is made effective as of May 21, 2012, by and between DPM ACQUISITION, LLC, a Delaware limited liability company (“Borrower”) and RFA PMR LOANCO, LLC, a Delaware corporation (“Lender”). Capitalized terms shall have the meanings give in Section 1 of this Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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”).
FOURTH AMENDED AND RESTATED PURCHASE AGREEMENTFourth 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.
HOMEOWNER ASSOCIATION OVERSIGHT, CONSULTING AND EXECUTIVE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 1st, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
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”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
THIRD AMENDED AND RESTATED SALE AGREEMENTThird Amended and Restated Sale Agreement • October 20th, 2011 • 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.
FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF DIAMOND RESORTS PARENT, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • April 1st, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
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”).
LOAN AND SECURITY AGREEMENT dated as of June 30, 2011 among TEMPUS ACQUISITION, LLC The Lenders Party Hereto GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative AgentCredit Agreement • August 15th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • New York
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.
NEVADA OFFICE LEASE CROSSING BUSINESS CENTER 6Nevada Office Lease • August 14th, 2012 • Diamond Resorts Corp • Real estate agents & managers (for others)
THIS LEASE is made and entered into as of ____June 1, 2012________________ by and between 1450 CENTER CROSSING DRIVE, LLC, a Delaware limited liability company ("Landlord") and DIAMOND RESORTS CORPORATION, a Maryland corporation ("Tenant").
TRANSACTION AGREEMENT by and among Diamond Resorts International, Inc., Island One, Inc., Crescent One, LLC, and Timeshare Acquisitions, LLC dated as of July 1, 2013Transaction Agreement • July 8th, 2013 • Diamond Resorts Corp • Real estate agents & managers (for others) • Florida
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”).
FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • July 26th, 2011 • Diamond Resorts Corp • Real estate agents & managers (for others) • Nevada
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”).
