FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CLUB SUNTERRA DEVELOPMENT CALIFORNIA, LLCLimited Liability Company Operating Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Delaware
Contract Type FiledMarch 11th, 2011 Company JurisdictionTHIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of CLUB SUNTERRA DEVELOPMENT CALIFORNIA, LLC, a Delaware limited liability company (the “Company”) is made and entered into and shall be effective as of the day of , 2003 (the “Effective Date”), by and among (i) SUNTERRA DEVELOPER AND SALES HOLDING COMPANY, a Delaware corporation (the “Managing Member”) and (ii) any other Person listed on Exhibit A that shall execute a counterpart signature page to this Agreement and whose Capital Contributions (as defined below) have been accepted by the Trustee (as defined below) on behalf of the Trust (as defined below) and by the Managing Member (the “Non-managing Members” and together with the Managing Member, the “Members”). The Managing Member shall own and hold Managing Member Units (as defined below) and the Non-managing Members shall own and hold Non-managing Member Units (as defined below).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CLUB SUNTERRA DEVELOPMENT, LLCLimited Liability Company Operating Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Delaware
Contract Type FiledMarch 11th, 2011 Company JurisdictionTHIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of CLUB SUNTERRA DEVELOPMENT, LLC, a Delaware limited liability company (the “Company”) is made and entered into and shall be effective as of the 26th day of November, 2003 (the “Effective Date”), by and among (i) SUNTERRA DEVELOPER AND SALES HOLDING COMPANY, a Delaware corporation (the “Managing Member”) and (ii) any other Person listed on Exhibit A that shall execute a counterpart signature page to this Agreement and whose Capital Contributions (as defined below) have been accepted by the Trustee (as defined below) on behalf of the Trust (as defined below) and by the Managing Member (the “Non-managing Members” and together with the Managing Member, the “Members”). The Managing Member shall own and hold Managing Member Units (as defined below) and the Non-managing Members shall own and hold Non-managing Member Units (as defined below).