0001566897-15-000044 Sample Contracts

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Back-Up Servicer
Indenture • August 3rd, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York

This INDENTURE, dated as of July 29, 2015, is among DIAMOND RESORTS OWNER TRUST 2015-1, 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”).

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SALE AGREEMENT
Sale Agreement • August 3rd, 2015 • Diamond Resorts International, Inc. • Hotels & motels • New York

This TRANSFER OF TIMESHARE LOANS (this "Transfer Certificate"), dated ______ __, 20__, is acknowledged by Diamond Resorts Seller 2015-1, LLC, a Delaware limited liability company (the "Seller") and Diamond Resorts Owner Trust 2015-1, a Delaware statutory trust (the "Issuer"). Capitalized terms not defined herein shall have the meanings assigned to them in or incorporated by reference in that certain Sale Agreement, dated as of July 29, 2015, by and between the Seller, as seller and the Issuer, as purchaser (the "Sale Agreement").

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