0001566897-16-000080 Sample Contracts

as Indenture Trustee, Custodian and Back-Up Servicer and
Indenture • February 29th, 2016 • Diamond Resorts International, Inc. • Hotels & motels • New York

This SEVENTH AMENDED AND RESTATED INDENTURE (this “Indenture”), dated as of January 20, 2016, 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 sixth amended and restated indenture, dated as of January 30, 2015, as amended by the Omnibus Amendments (the “Sixth A/R Indenture”), among the parties thereto, which amended and restated in its entirety that certain fifth amended and restated indenture, dated as of April 1, 2013 (the “Fifth A/R In

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FIRST AMENDMENT TO AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
Purchase and Sale Agreement • February 29th, 2016 • Diamond Resorts International, Inc. • Hotels & motels

THIS FIRST AMENDMENT TO AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (“Amendment”), is made effective as of February 25, 2016, by and between HAWAII FUNDING LLC, a Delaware limited liability company (the “Seller”), DIAMOND RESORTS KONA DEVELOPMENT, LLC, a Delaware limited liability company (the “Buyer”), and DIAMOND RESORTS INTERNATIONAL, INC., a Delaware corporation (the “Co-Acquirer”).

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