10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 10-K

______________________________________

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission file number: 001-35967

______________________________________

DIAMOND RESORTS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Delaware	46-1750895
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
10600 West Charleston Boulevard Las Vegas, Nevada	89135
(Address of principal executive offices)	(Zip code)
(702) 684-8000
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of each exchange on which registered
Common Stock, par value $0.01 per share	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. YES x NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES x NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o YES x NO

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2015 (the last business day of the registrant’s most recently completed second fiscal quarter) was $1,446,879,088 based on the last reported sale price on the New York Stock Exchange on June 30, 2015.

As of February 25, 2016, there were 69,705,619 outstanding shares of the common stock, par value $0.01 per share, of the registrant.    

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, in connection with the registrant's 2016 Annual Meeting of Stockholders, are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

PART I	3
ITEM 1. BUSINESS	5
ITEM 1A. RISK FACTORS	25
ITEM 1B. UNRESOLVED STAFF COMMENTS	40
ITEM 2. PROPERTIES	40
ITEM 3. LEGAL PROCEEDINGS	40
ITEM 4. MINE SAFETY DISCLOSURES	40
PART II	41
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	41
ITEM 6. SELECTED FINANCIAL DATA	43
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	68
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	69
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	69
ITEM 9A. CONTROLS AND PROCEDURES	69
ITEM 9B. OTHER INFORMATION	72
PART III	73
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	73
ITEM 11. EXECUTIVE COMPENSATION	73
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	73
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	73
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	73
PART IV	74
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	74
SIGNATURES	79

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PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements, which are covered by the "Safe Harbor for Forward-Looking Statements" provided by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. We have tried to identify forward-looking statements in this report by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements include, among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this report as a result of various factors, including, among others:

• the effects of our previously announced process to explore strategic alternatives, including the impact on our business, financial and operating results and relationships with our employees and other third parties (including homeowners associations (“HOA”) and prospective purchasers of vacation ownership interests (“VOIs” or “Vacation Interests”)) resulting from this process and uncertainty as to whether this process will result in a transaction or other action that maximizes stockholder value or any transaction or other action at all;

• adverse trends or disruptions in economic conditions generally or in the vacation ownership, vacation rental and travel industries;

• adverse changes to, or interruptions in, relationships with our affiliates and other third parties, including termination of our hospitality management contracts;

• our ability to maintain an optimal inventory of VOIs for sale overall, as well as in eight multi-resort trusts and one single-resort trust (collectively, the "Diamond Collections");

• our use of structures for development of new inventory in a manner consistent with our asset-light model, including the risk in these structures that we will not control development activities or the timing of inventory delivery and the risk that the third parties do not fulfill their obligations to us;

• our ability to sell, securitize or borrow against our consumer loans;

• decreased demand from prospective purchasers of VOIs;

• adverse events, including weather-related and other natural disasters and crises, or trends in vacation destinations and regions where the resorts in our network are located;

• changes in our senior management;

• our ability to comply with current or future regulations applicable to the vacation ownership industry or any actions by regulatory authorities;

• the effects of our indebtedness and our compliance with the terms thereof;

• changes in the interest rate environment and their effects on our outstanding indebtedness;

• our ability to successfully implement our growth strategy, including our strategy to selectively pursue complementary strategic acquisitions;

• risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business and increased expenses;

• our ability to compete effectively; and

• other risks and uncertainties discussed in "Item 1A. Risk Factors"and elsewhere in this annual report.

Accordingly, you should read this report completely and with the understanding that our actual future results may be materially different from what we expect.

Forward-looking statements speak only as of the date of this report. Except as expressly required under federal securities laws and the rules and regulations of the Securities and Exchange Commission (the "SEC"), we do not have any obligation, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date of this

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report, whether as a result of new information or future events or otherwise. You should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

On July 24, 2013, Diamond Resorts International, Inc. ("DRII") closed the initial public offering of an aggregate of 17,825,000 shares of its common stock at the IPO price of $14.00 per share (the "IPO"). In the IPO, DRII sold 16,100,000 shares of common stock, and Cloobeck Diamond Parent, LLC ("CDP"), in its capacity as a selling stockholder, sold 1,725,000 shares of common stock. Prior to the consummation of the IPO, DRII was a newly-formed Delaware corporation, incorporated in January 2013, that had not conducted any activities other than those incident to its formation and the preparation of filings with the SEC in connection with the IPO. DRII was formed for the purpose of changing the organizational structure of Diamond Resorts Parent, LLC ("DRP") from a limited liability company to a corporation. Immediately prior to the consummation of the IPO, DRP was the sole stockholder of DRII. In connection with, and immediately prior to the completion of the IPO, each member of DRP contributed all of its equity interests in DRP to DRII in return for shares of common stock of DRII. Following this contribution, DRII redeemed the shares of common stock held by DRP and DRP was merged with and into DRII. As a result, DRII became a holding company, with its principal asset being the direct and indirect ownership of equity interests in its subsidiaries, including Diamond Resorts Corporation ("DRC"). We refer to these and other related transactions entered into substantially concurrently with the IPO as the "Reorganization Transactions."

Except where the context otherwise requires or where otherwise indicated, references in this annual report on Form 10-K to "the Company," "we," "us" and "our" refer to DRP prior to the consummation of the Reorganization Transactions and DRII, as the successor to DRP, following the consummation of the Reorganization Transactions, in each case together with its subsidiaries.

INDUSTRY AND MARKET DATA

Certain market, industry and similar data included in this report have been obtained from third-party sources that we believe to be reliable, including the ARDA International Foundation, (the "AIF"). Our market estimates are calculated by using independent industry publications and other publicly available information in conjunction with our assumptions about our markets. We have not independently verified any market, industry or similar data presented in this report. Such data involves risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and "Item 1A. Risk Factors"in this report.

TRADEMARKS

Diamond Resorts International^®, Diamond Resorts^®, THE Club^®, Polo Towers & Design^®, Relaxation . . . simplified^®, DRIVEN^®, The Meaning of Yes^®, We Love to Say Yes^®, Vacations for Life^®, Affordable Luxury. Priceless Memories^TM, Stay Vacationed^®, Events of a Lifetime^TM, Vacations of a Lifetime^TM and our other registered or common law trademarks, service marks or trade names appearing in this report are our property. This report also refers to brand names, trademarks or service marks of other companies. All brand trademarks, service marks or trade names cited in this report are the property of their respective holders.

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ITEM 1.     BUSINESS

Company Overview

We are a global leader in the hospitality and vacation ownership industry, with a worldwide resort network of 379 vacation destinations located in 35 countries throughout the world, including the continental United States ("U.S."), Hawaii, Canada, Mexico, the Caribbean, Central America, South America, Europe, Asia, Australia, New Zealand and Africa (as of January 31, 2016). Our resort network includes 109 resort properties with approximately 12,000 units that we manage and 250 affiliated resorts and hotels and 20 cruise itineraries, which we do not manage and do not carry our brand, but are a part of our resort network and, through the Clubs (defined below), are available for our members to use as vacation destinations. We offer Vacations for Life^®--a simple way to acquire a lifetime of vacations at top destinations worldwide. We believe in the power and value of vacations to create lifelong memories and nurture our humanity. They are essential to our well-being.

We offer a vacation ownership program whereby members acquire VOIs in the form of points. Members receive an annual allotment of points depending on the number of points purchased, and, through the Clubs, they can use these points to stay at destinations within our network of resort properties, including Diamond Resorts managed properties as well as affiliated resorts, luxury residences, hotels and cruises. Unlike a traditional interval-based vacation ownership product that is linked to a specific resort and week during the year, our points-based system permits our members to maintain flexibility relating to the location, season and duration of their vacation.

A core tenet of our management philosophy is delivering consistent quality and personalized services to each of our members, and we strive to infuse hospitality and service excellence into every aspect of our business and each member's vacation experience. This philosophy is embodied in We Love to Say Yes^®, a set of Diamond values designed to provide each of our members and guests with a consistent, “high touch” hospitality experience through our commitment to be flexible and open in responding to the desires of our members and guests. Our service-oriented culture is highly effective in building a strong brand name and fostering long-term relationships with our members, resulting in additional sales to our existing member base and attracting new members.

On October 16, 2015, we completed the Gold Key Acquisition, which added six managed resorts to our network, in addition to unsold VOIs and other assets. On January 29, 2016, we completed the Intrawest Acquisition, which added nine managed resorts to our network, in addition to a portfolio of Vacation Interests notes receivable, unsold VOIs and other assets. See "Note 1—Background, Business and Basis of Presentation" and "Note 24—Business Combinations" of our consolidated financial statements included elsewhere in this annual report for the definition of and further detail on the Gold Key Acquisition and "Note 30—Subsequent Events" forthe definition of and further detail on the Intrawest Acquisition.

Our business consists of two segments: (i) hospitality and management services and (ii) Vacation Interests sales and financing.

Hospitality and Management Services. We are fundamentally a hospitality company that manages a worldwide network of resort properties and provides services to a broad member base. We manage 109 resort properties, as well as the Diamond Collections, each of which holds ownership interests in a group of resort properties (including a vast majority of our managed resorts). Substantially all of our management contracts automatically renew, and the management fees we receive are based on a cost-plus structure. As the manager, we operate the front desks, provide housekeeping, conduct maintenance and manage human resources services. We also operate, directly or by managing outsourced providers of, amenities such as golf courses, food and beverage venues and retail shops, an online reservation system, customer contact centers, rental, billing and collection, accounting and treasury functions, communications and information technology services. In addition to resort services, key components of our business are the Clubs, which enable our members to use their points to stay at resorts in our network. Our Clubs include THE Club, which is the primary Club sold, and provides members with full membership access to all resorts in our resort network and offers the full range of member services, as well as other Clubs that enable their members to use their points to stay at specified resorts in our resort network and provide their members with a more limited offering of benefits. We refer to THE Club and other Club offerings as "the Clubs." The Clubs offer our members a wide range of other benefits, such as the opportunity to redeem their points for (or, in some cases, purchase for cash) various products and services, including private luxury property rentals, high-profile sporting events, guided journeys and adventures, various air miles programs and cruises. We believe the Clubs’ offerings enhance the overall experience of our members and, thus, the perceived value of their memberships. Fees paid by our members cover the operating costs of our managed resorts (including the absorption of a substantial portion of our overhead related to the provision of our management services), our management fees, maintenance fees for VOIs at resorts that we do not manage that are held by the Diamond Collections, and, in the case of members of the Clubs, membership dues. As part of our hospitality and management services, we typically enter into agreements with our managed resorts and the Diamond Collections under which we reacquire VOIs previously owned by members who have failed to pay their annual maintenance fees or other assessments, serving as the primary source of our VOI inventory that we sell.

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Vacation Interests Sales and Financing. We sell VOIs principally through presentations, which we refer to as “tours,” at our 61 sales centers, a majority of which are located at our managed resorts. We generate sales prospects by utilizing a variety of marketing programs, including presentations at our managed resorts targeted at existing members and current guests who stay on a per-night or per-week basis, overnight mini-vacation packages, targeted mailings, member referrals, telemarketing, gift certificates and various destination-specific marketing efforts. As part of our sales efforts, and to generate interest income and other fees, we also provide loans to qualified VOI purchasers.

The charts below show the total revenue and net income for each segment of our business for the year ended December 31, 2015 (with the percentages representing the relative contributions of these two segments):

The Vacation Ownership Industry

The vacation ownership industry enables individuals and families to purchase VOIs, which facilitates shared ownership and use of fully-furnished vacation accommodations at a particular resort or network of resorts. VOI ownership distinguishes itself from other vacation options by integrating aspects of traditional property ownership and the flexibility afforded by pay-per-day resorts or hotels. As compared to pay-per-day resort or hotel rooms, VOI ownership typically offers consumers more space and home-like features, such as a full kitchen, living and dining areas and one or more bedrooms. Further, room rates and availability at pay-per-day resorts and hotels are subject to periodic change, while much of the cost of a VOI is generally fixed at the time of purchase. Relative to traditional vacation property ownership, VOI ownership affords consumers greater convenience and a variety of vacation experiences and requires significantly less up-front capital, while still offering common area amenities such as swimming pools, playgrounds, restaurants and gift shops. Consequently, for many vacationers, VOI ownership is an attractive alternative to traditional vacation property ownership and pay-per-day resorts and hotels.

Typically, a vacation ownership resort is overseen by an organization generally referred to as a homeowners association ("HOA"), which is administered by a board of directors, generally elected by the owners of VOIs at the resort. The HOA is responsible for ensuring that the resort is financially sound and adequately maintained and operated. To fund the ongoing operating costs of the resort, each VOI holder is required to pay its pro rata share of the expenses to operate and maintain the resort, including any management fees payable to a company to manage and oversee the day-to-day operation of the resort. If a VOI owner fails to pay its maintenance fee, that owner will be in default, which may ultimately result in a forfeiture of that owner's VOI to the HOA and a consequent ratable increase in the expense-sharing obligations of the non-defaulted VOI owners.

The management and maintenance of a resort in which VOIs are sold are generally either provided by the developer of the resort or outsourced to a management company, but, in either case, many developers often regard the management services provided as ancillary to the primary activities of property development and VOI sales. Historically, certain real estate developers have created and offered VOI products in connection with their investments in purpose-built vacation ownership properties or converted hotel or condominium buildings. These developers have frequently used substantial project-specific debt financing to construct or convert vacation ownership properties. The sales and marketing efforts of these developers have typically focused on selling out the intervals in the development, so that the developer can repay its indebtedness, realize a profit from the interval sales and proceed to a new development project.

As the vacation ownership industry evolved, some in the industry recognized the potential benefits of a more integrated

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approach, where the developer's resort management operations complemented its sales and marketing efforts. In addition, the types of product offerings have also expanded over time, moving from fixed-or floating-week intervals at individual resorts, which provide the right to use the same property each year, or in alternate years, to points-based memberships in multi-resort vacation networks. These multi-resort vacation networks are designed to offer more flexible vacation opportunities. In addition to these resort networks, developers of all sizes may also affiliate with vacation ownership exchange companies in order to give customers the ability to exchange their rights to use the developer's resorts for the right to access a broader network of resorts. According to the AIF, a trade association representing the vacation ownership and resort development industries, the percentage of resort networks offering points-based products has been rising in recent years and, due to the flexibility of these types of products, the AIF believes that this trend will continue in the near future as companies that have traditionally offered only weekly intervals expand their product offerings. Entry into this market, particularly by single site developers, is expensive and complex due to the need for the necessary support systems, such as the technology requirements, legal know-how and strong business and inventory controls, to provide such services.

Growth in the vacation ownership industry has been achieved through expansion of existing resort companies as well as the entry of well-known lodging and entertainment companies that either operate vacation ownership businesses directly or license their brands to other operators of vacation ownership businesses, including Disney, Four Seasons, Hilton, Hyatt, Marriott, Starwood and Wyndham. The industry's growth can also be attributed to increased market acceptance of vacation ownership resorts, enhanced consumer protection laws and the evolution from a product offering a specific week-long stay at a single resort to the multi-resort points-based vacation networks, which offer a more flexible vacation experience.

According to the AIF's State of the Vacation Timeshare Industry Report ("State of the Industry Report"), as of December 31, 2014, the U.S. vacation ownership community was comprised of approximately 1,600 resorts, representing approximately 198,000 units and an estimated 8.7 million vacation ownership week equivalents. As reported by the AIF and reflected in the graph below, VOI sales during 2009 through 2011 were down significantly from levels prior to the economic downturn that started in 2008, which the AIF attributes largely to the fact that several of the larger VOI developers intentionally slowed their sales efforts through increased credit score requirements and larger down payment requirements in the face of an overall tighter credit environment; however, according to the State of the Industry Report, VOI sales in the U.S. increased by an average of more than 7.0% annually from 2011 to 2014. Based on AIF's Quarterly Pulse Survey reports, this trend of increasing VOI sales continued to accelerate to a 7.8% increase for the first three quarters of 2015 as compared to the same period in 2014.

Source: Historical timeshare industry research conducted by Ragatz Associates and American Economic Group, as of December 31, 2014.

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We expect the U.S. vacation ownership industry to continue to grow over the long term due to favorable demographics, more positive consumer attitudes, availability of capital and the low penetration of vacation ownership in North America. According to the AIF's bi-annual 2014 Shared Vacation Ownership Owners Report (the “Owners Report”), based upon a survey of the U.S. VOI owners, the median household income of VOI owners was $89,500 in 2014, 90% of VOI owners own their primary residence and 67% have a college degree. The Owners Report indicated that 83% of VOI owners rate their overall ownership experience as good to excellent and that the top four reasons for purchasing a VOI are resort location, saving money on future vacations, overall flexibility and quality of the accommodations. According to the Owners Report, less than 8% of U.S. households own a VOI. We believe this relatively low penetration rate of vacation ownership suggests the presence of a large base of potential customers.

The European vacation ownership industry is also significant. According to AIF, based on the latest survey, the European vacation ownership community was comprised of approximately 1,300 resorts in 2010, representing approximately 88,000 units. In addition, we believe that rapidly-growing international markets, such as Asia and South and Central America, present significant opportunities for expansion of the vacation ownership industry due to the substantial increases in spending on travel and leisure activities forecasted for consumers in those markets.

As the vacation ownership industry continues to mature, we believe that keys to success for a company in this industry include:

• Hospitality Focus. Integrating hospitality into every aspect of a guest's vacation experience, including VOI sales, should result in higher levels of customer satisfaction and generate increased VOI sales, as compared to companies that do not view hospitality as an integral component of the services they provide.

• Broad, Flexible Product Offering. Offering a flexible VOI product that allows customers to choose the location, season, duration and size of accommodation for their vacation, based upon the size of the product purchased, coupled with a broad resort network, will likely attract a broader spectrum of customers.

• Consistent, High-Quality Resort Management. Ensuring a consistent, high-quality guest experience across a company's managed resorts and a brand the customer can trust should enhance VOI sales and marketing efforts targeted at new customers and increase the potential for additional VOI sales to existing customers.

• Financing. Providing quick and easy access to consumer financing will often expedite a potential purchaser's decision-making process and result in additional VOI purchases.

We believe that competition in the vacation ownership industry is based primarily on the quality of the hospitality services and overall experience provided to customers, the number and location of vacation ownership resorts and hotels in the network, trust in the brand and the availability of program benefits.

Competitive Strengths

Our competitive strengths include:

A substantial portion of the revenue from our hospitality and management services business converts directly to Adjusted EBITDA.

Substantially all of our management contracts with our managed resorts and the Diamond Collections automatically renew, and under these contracts we receive management fees generally ranging from 10% to 15% of the other costs of operating the applicable resort or Diamond Collection (with a weighted average of 13.9% based upon the total management fee revenue for the year ended December 31, 2015). The covered costs paid by our managed resorts and the Diamond Collections include both the direct resort operating costs and the absorption of a substantial portion of our overhead related to this part of our business. Accordingly, our management fee revenue results in a comparable amount of Adjusted EBITDA. Generally, our revenue from management contracts increases to the extent that (i) operating costs (including reserves for capital projects such as renovations and upgrades) at our managed resorts and the Diamond Collections rise and, consequently, our management fees increase proportionately under our cost-plus management contracts; (ii) we add services under our management contracts; or (iii) we acquire or enter into contracts to manage resorts not previously managed by us. Adjusted EBITDA is a non-U.S. GAAP financial measure and should not be considered in isolation from, or as an alternative to net cash provided by (used in) operating activities or any other measure of liquidity, or as an alternative to net income (loss), operating income (loss) or any other measure of financial performance, in any such case calculated and presented in accordance with U.S. GAAP. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources Indebtedness—Senior Credit Facility" for further discussion regarding our Adjusted EBITDA.

The principal elements of our business provide us with significant financial visibility.

• Management fees from our cost-plus management contracts. All anticipated operating costs of each of our managed

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resorts and Diamond Collections, including our management fees and costs pertaining to the specific managed resort or Diamond Collection, such as costs associated with the maintenance and operations of the resort, are included in the annual budgets of these resorts and Diamond Collections. These annual budgets are approved by the board of directors of each HOA and each Diamond Collection's non-profit members association (each, a "Collection Association"), as applicable, and are typically finalized before the end of the prior year. As a result, a substantial majority of our management fees are collected by January of the applicable year as part of the annual maintenance fees billed to VOI owners and released to us as services are provided. Unlike typical management agreements for traditional hotel properties, our management fees are not affected by average daily rates ("ADR") or occupancy rates at our managed resorts. In addition, while our management contracts may be subject to non-renewal or termination, no resort or Diamond Collection has terminated or elected not to renew any of our management contracts during the past five years.

• Fees earned by operating the Clubs. Dues payments for each of the Clubs are billed and generally collected together with the member's related annual maintenance fees. Substantially all Club dues are collected by January of the applicable year. Members of the Clubs are not permitted to make reservations or access the applicable Club's services and benefits if they are not current in payment of these dues. The Clubs also provide specific services to the Diamond Collections, such as call center services, for which the Clubs charge a fee to the Diamond Collections, and are included in the Diamond Collection maintenance fees. Some of the Clubs offer a tiered loyalty membership whereby additional affiliated resorts and benefits are made available as the member purchases more points, resulting in higher Club dues for members in a higher loyalty tier.

• VOI sales. Our VOI sales revenue is primarily a function of three levers: the number of tours we conduct, our closing percentage (which represents the percentage of VOI sales closed relative to the total number of tours at our sales centers) and the sales price per transaction. We generally have a high degree of near-term visibility as to each of these factors. Before the beginning of a year, we can predict with a high degree of confidence the number of tours we will conduct that year, and we believe that we can tailor our sales and marketing efforts to effectively influence our closing percentage and average transaction size in order to calibrate our VOI sales levels over the course of the year.

• Financing of VOI sales in the U.S. We target the level of our consumer financing activity in response to capital market conditions. We accomplish this by offering sales programs that either encourage or discourage our customers to finance their VOI purchases with us, without compromising our underwriting standards. As of December 31, 2015, the weighted average Fair Isaac Corporation ("FICO") score (based upon loan balance) for our borrowers across our existing loan portfolio was 723, and the weighted average FICO score for our borrowers on loans originated by us since 2011 was 757. The default rate on our originated consumer loan portfolio was 7.7% (as a percentage of our outstanding originated portfolios) for 2015, and ranged from 5.7% to 8.2% on an annual basis from 2011 through 2015.

Our capital-efficient business model requires limited investment in working capital and capital expenditures.

• Limited working capital required. Our hospitality and management services business consumes limited working capital because a substantial portion of the funds we receive under our management contracts is collected by January of each year and released to us as services are provided. Moreover, all resort-level maintenance and improvements (except for expenditures related to space owned by us) are paid for by the owners of VOIs, with our financial obligation generally limited to our pro rata share of the VOIs we hold as unsold VOIs.

• Limited investment capital required. As a result of our VOI inventory strategy, we have limited requirements to build resort properties or acquire real estate to support our anticipated VOI sales levels. Although the volume of points or intervals that we recover could fluctuate in the future for various reasons, we reacquire approximately 2% to 5% of our total outstanding VOIs from defaulted owners on an annual basis. This provides us with a relatively low-cost, consistent stream of VOI inventory that we can resell, and we anticipate that this stream will satisfy a majority of our inventory needs in the foreseeable future. In certain geographic areas, we may from time to time acquire additional VOI inventory through open market purchases or other means. We supplement these inventory acquisition strategies with targeted development projects, particularly in attractive locations where member demand exceeds our existing supply. In these circumstances, we expect that we will generally seek to structure developments in a manner that limits our financial exposure, including by minimizing the amount of time between when we are required to pay for the new VOI inventory and when such inventory is sold. For example, in 2015, we entered into an agreement with Hawaii Funding LLC (the "Kona Seller"), an affiliate of Och-Ziff Real Estate, for the Kona Seller to develop a new resort on property located in Kona, Hawaii, in this manner (the "Kona Agreement"). Additionally, in a majority of our strategic transactions, we have acquired an ongoing business, consisting of management contracts, unsold VOI inventory and an existing owner base, which has generated immediate cash flows for us.

• Access to financing. The liquidity to support our provision of financing to our customers for VOI purchases is

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provided through the Conduit Facility, the $100.0 million loan sale facility with Quorum Federal Credit Union (the "Quorum Facility") (collectively, the “Funding Facilities”) and securitization financings and, as a result, also consumes limited working capital. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness" for the definition of and further detail of these borrowings.

Our scalable VOI sales and marketing platform has considerable operating leverage and drives increases in Adjusted EBITDA.

We have built a robust and versatile sales and marketing platform. This platform enables us to take actions that directly impact the three levers that primarily determine our VOI sales revenue: the number of tours we conduct, our closing percentage and the sales price per transaction. Our objective is to consistently monitor and adjust these three factors to reach an optimum level of VOI sales based on our available VOI inventory. With our scalable sales platform in place, we do not foresee the need to significantly increase the number of sales centers (other than in connection with business acquisitions) or the size of our sales support team. Accordingly, we believe our VOI sales business has considerable operating leverage and the ability to drive increases in Adjusted EBITDA.

Our high level of customer satisfaction results in significant sales of additional VOIs to our members.

We believe our efforts to introduce hospitality, service excellence and quality into each member's vacation experience have resulted in a high degree of customer satisfaction, driving significant sales of additional VOIs to our existing members who previously purchased points from us, as well as members we acquired in our strategic acquisitions who purchased points from us for the first time (“Acquired Members”). After an Acquired Member makes his or her first purchase from us, all future transactions involving that Acquired Member are treated as sales to an existing member. In 2015, approximately 69% of our VOI sales were to existing members who previously purchased points from us, and approximately 10% of these sales were to Acquired Members. In 2014, approximately 62% of our VOI sales were to existing members, and approximately 15% were to Acquired Members.

Our accomplished leadership team positions us for continued growth.

We have an experienced leadership team that has delivered strong operating results through disciplined execution. Our management team have taken a number of significant steps to refine our strategic focus, build our brand recognition and streamline our operations, including (i) maximizing revenue from our hospitality and management services business; (ii) driving innovation throughout our business, most significantly by infusing our hospitality focus into our customer interactions; and (iii) adding resorts to our network and owners to our owner base through complementary strategic acquisitions and efficiently integrating businesses acquired. Certain members of our management team and board of directors have substantial equity interests in our Company that closely align their economic interests with those of our other stockholders.

Growth Strategies

Our growth strategies are as follows:

Continue to grow our hospitality and management services business.

We expect our hospitality and management services revenue will continue to grow as rising operating expenses at our managed resorts result in higher revenues under our cost-plus management contracts. We intend to generate additional growth in our hospitality and management services business by (i) increasing Club membership revenue; (ii) broadening hospitality service and activity offerings for members of the Clubs; including opportunities for our members to purchase third-party products and services; and (iii) adding services provided to our members under our management agreements and pursuing additional management and service contracts.

• Increase Club membership revenue. Purchasers of our points, in almost all cases, are automatically granted membership in THE Club. In addition, as existing members purchase more points and thereby upgrade Club memberships to a higher loyalty tier with additional member benefits, higher fees are collected. When we complete an acquisition, we typically create a tailor-made Club, introducing a subset of additional resorts and benefits. This results in an owner base that becomes familiar with the benefits of THE Club, and should therefore be more likely to upgrade and purchase points from us with membership in THE Club. We also have implemented programs to encourage interval owners at our managed resorts to join THE Club.

• Broaden hospitality service and activity offerings. We intend to continue to make membership in the Clubs more attractive to our members by expanding the number and variety of offered services and activities, such as airfare, cruises, guided excursions, golf outings, entertainment, theme park tickets, luggage and travel protection and access to luxury accommodations outside our network of resorts, such as the Diamond Luxury Selection, a Club member

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benefit exclusively for our members with large point ownership and, therefore, in a higher loyalty tier. Qualifying members can access The Diamond Luxury Selection using their points through THE Club for stays within a collection of approximately 2,500 private luxury properties. Additionally, we now offer to our members in a higher loyalty tier access to luxury cruises, premier vacation adventures and premier sports events (including VIP access). We believe the Clubs’ offerings enhance the overall experience of our members and, thus, the perceived value of their memberships. As membership in the Clubs becomes more valuable to consumers through hospitality-focused enhancements, we may be able to increase the dues paid by members of the Clubs, in addition to commission revenue that we are able to generate as a result of these Club membership enhancements.

• Add services provided to our members under management contracts and pursue additional management and service contracts. We expect to add services provided to our members under our management contracts, which may result in increased management fees relating to those new services. In addition, we may purchase or otherwise obtain additional management contracts at resorts that we do not currently manage. Furthermore, we intend to broaden our business-to-business services on a fee-for-service basis to other companies in the hospitality and vacation ownership industry. For example, we have, on occasion, entered into fee-for-service agreements with resort operators and hospitality companies pursuant to which we provide them with resort management services, VOI sales and marketing services and inventory rental services. These types of arrangements can be highly profitable for us because we are not required to invest significant capital. In the future, in situations where we can leverage our unique expertise, skills and infrastructure, we intend to expand our provision of business-to-business services on an à la carte basis or as a suite of services to third-party resort developers and operators and other hospitality companies.

Continue to leverage our scalable sales and marketing platform to increase VOI sales revenue.

We intend to continue to utilize the operating leverage in our sales and marketing platform. While we focus on attracting potential new owners, we will also continue to market to our existing long-term membership base, and expect that through these efforts and our continuing commitment to ensuring high member satisfaction, a significant percentage of our VOI sales will continue to be made to our existing members. We will also continue to target the ownership base at resorts that we now manage as a result of our strategic acquisitions to encourage these prospective customers to purchase our VOIs. While we anticipate that the bulk of our future VOI sales will be made through our traditional selling methods, we are seeking to more fully integrate the VOI sales experience into our hospitality and management services. We have found that, by driving innovation throughout our business, most significantly by infusing our hospitality focus into the sales process and creatively engaging with potential purchasers, we improve potential purchasers' overall experience and level of satisfaction and, as a result, are able to increase the likelihood that they will buy our VOIs and increase the average transaction size. We have extended this philosophy of increased engagement and hospitality focus into other sales techniques, and intend to continue to innovate in this area.

Pursue additional revenue opportunities consistent with our capital-efficient business model.

We believe that we can achieve growth without pursuing revenue opportunities beyond those already inherent in our core business model. However, to the extent consistent with our capital-efficient business model, we intend to:

• Selectively pursue strategic transactions. We intend to continue to pursue acquisitions of ongoing businesses, including management contracts and VOI inventory, on an opportunistic basis where we can achieve substantial synergies and cost savings. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview" for a discussion of our recent acquisitions. We will evaluate future acquisitions with a focus on adding additional resort locations, management contracts, new members to our owner base and VOI inventory that we may sell to existing members and potential customers.

• Prudently expand our geographic footprint. We believe that there are significant opportunities to expand our business into new geographic markets in which we currently may have affiliations, but do not manage resorts or market or sell our VOIs. We believe that certain countries in Asia and Central and South America are particularly attractive potential new markets for us due to the substantial increases in spending on travel and leisure activities forecasted for their consumers. To the extent that we can maintain our high quality standards and strong brand reputation, we are selectively exploring acquisitions of ongoing resort businesses in these markets and may also pursue co-branding opportunities, joint ventures or other strategic alliances with existing local or regional hospitality companies. For example, we recently entered into a joint venture with affiliates of Dorsett Hospitality International, a large hotel developer, owner and operator in Asia, and China Travel International Investment Hong Kong Ltd., an investment holding company engaged in the operation of travel destinations (including hotels, theme parks, natural and cultural scenic spots and leisure resorts), travel agencies and related business operations and invested $1.5 million in this joint venture. We expect the venture to create, market, sell and service prepaid multiple-year vacation packages and associated benefits to customers in Asia. In addition, we may engage in targeted development projects, particularly in attractive locations where member demand exceeds our existing supply, in a manner consistent with our capital-light

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model, such as our recent agreement with respect to the development of a new resort in Kona, Hawaii. We believe that expansion of our geographic footprint will produce revenue from consumers in the markets into which we enter and also make our resort network more attractive to existing and prospective members worldwide.

Our Customers

Our customers are typically families seeking a flexible vacation experience. A majority of our new customers stay at one of the resorts in our network, either by reserving a unit on a per-night or per-week basis, exchanging points through an external exchange service, or purchasing a mini-vacation package, prior to purchasing a VOI. We have also generated significant additional sales to our existing members who wish to purchase additional points and thereby increase their benefit options within our resort network.

We believe a majority of our customers are between 45 and 65 years old. The baby boomer generation is the single largest population segment in the U.S. and Europe and is our key target market. With the premium resorts in our network and the broad range of benefits that we offer, we believe we are well-positioned to target an affluent subsection of the baby boomer population.

Our Services

Hospitality and Management Services. We manage 109 resort properties, which are located in the continental U.S., Hawaii, Mexico, the Caribbean and Europe, as well as the Diamond Collections. As the manager of these resorts and the Diamond Collections, we operate the front desks, provide housekeeping, conduct maintenance and manage human resources services. We also operate, or outsource the operation of, amenities such as golf courses, food and beverage venues and retail shops, an online reservation system, customer service contact centers, rental, billing and collection, accounting and treasury functions and communications and information technology services.

As an integral part of our hospitality and management services, we have entered into inventory recovery and assignment agreements ("IRAAs") with a substantial majority of the Collection Associations and HOAs for our managed resorts in North America, together with similar arrangements with the European Collection and a majority of our European managed resorts, whereby we recover VOIs previously owned by members who have failed to pay their annual maintenance fee or assessments due to, among other things, death or divorce or other life-cycle events or lifestyle changes. Because the majority of the cost of operating the resorts that we manage is spread across our member base, by recovering VOIs previously owned by members who have failed to pay their annual maintenance fee or assessments, we reduce bad debt expense at the managed resorts and Diamond Collection level, which is a component of the management fees billed to members by each resort's HOA or Collection Association, supporting the financial well-being of those managed resorts and the Diamond Collections.

HOAs. Each of the Diamond Resorts managed resorts, other than certain resorts in our European Collection and Latin America Collection,is typically operated through an HOA, which is administered by a board of directors. Directors are elected by the owners of VOIs at the resort (which may include one or more of the Diamond Collections) and may also include representatives appointed by us as the developer of the resort. As a result, we are entitled to voting rights with respect to directors of a given HOA by virtue of (i) our ownership of VOIs at the related resort; (ii) our status as the developer of the resort; or (iii) our ownership of points in the Diamond Collections that hold VOIs at the resort. The board of directors of each HOA hires a management company to provide the services described above, which in the case of all Diamond Resorts managed resorts, is us.

Our management fees with respect to a resort are based on a cost-plus structure and are calculated based on the direct and indirect costs (including the absorption of a substantial portion of our overhead related to the provision of management services) incurred by the HOA of the applicable resort. Under our current resort management agreements, we receive management fees generally ranging from 10% to 15% of the other costs of operating the applicable resort (with a weighted average of 13.9% based upon the total management fee revenue for the year ended December 31, 2015). Unlike typical commercial lodging management contracts, our management fees are not impacted by changes in a resort's ADR or occupancy level. Instead, the HOA for each resort engages in an annual budgeting process in which the board of directors of the HOA estimates the costs the HOA will incur for the coming year. In evaluating the anticipated costs of the HOA, the board of directors of the HOA considers the operational needs of the resort, the services and amenities that will be provided at or to the applicable resort and other costs of the HOA, some of which are impacted significantly by the location, size and type of the resort. Included in the anticipated operating costs of each HOA are our management fees. The board of directors of the HOA discusses the various considerations and votes to approve the annual budget, which determines the annual maintenance fees charged to each owner. One of the management services we provide to the HOA is the billing and collection of annual maintenance fees on the HOA's behalf. Annual maintenance fees for a given year are generally billed during the previous November, due by January and deposited in a segregated or restricted account, which is not included in our consolidated

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balance sheet but is managed by us on behalf of the HOA. As a result, a substantial majority of our fees for February through December of each year are collected from owners in advance. Funds are released to us from these accounts on a monthly basis for the payment of management fees as we provide our management services.

Our HOA management contracts typically have initial terms of three to ten years, with automatic renewals. These contracts can generally only be terminated by the HOA upon a majority vote of the owners (which may include one or more of the Diamond Collections) prior to each renewal period, other than in some limited circumstances involving cause.

Our HOA management contracts with the managed resorts that are part of the European Collection generally have either indefinite terms or lengthy remaining terms (approximately 40 years) and can only be terminated for an uncured breach by the manager or a winding up of the European Collection.

No HOA has terminated any of our management contracts during the past five years. We generally have the right to terminate our HOA management contracts at any time upon written notice to the respective HOA. During the past five years, we have terminated only one HOA management contract and sold two immaterial HOA management contracts.

Diamond Collections. TheDiamond Collections currently consist of the following:

• the Diamond Resorts U.S. Collection (the “U.S. Collection”), which includes interests in resorts located in Arizona, California, Colorado, Florida, Indiana, Missouri, Nevada, New Mexico, South Carolina, Tennessee, Virginia and St. Maarten;

• the Diamond Resorts Hawaii Collection (the “Hawaii Collection”), which includes interests in resorts located in Arizona, California, Hawaii, Nevada and Utah;

• the Diamond Resorts California Collection (the “California Collection”), which includes interests in resorts located in Arizona, California and Nevada;

• the Premiere Vacation Collection (the “Premiere Vacation Collection”), which includes interests in resorts located in Arizona, Colorado, Indiana, Nevada and Baja California Sur, Mexico;

• the Monarch Grand Vacations (the “Monarch Grand Collection”), which includes interests in resorts located in California, Nevada, Utah and the Cabo Azul Resort located in San Jose Del Cabo, Mexico;

• the Diamond Resorts European Collection (the “European Collection”), which includes interests in resorts located in Austria, England, France, Italy, Norway, Portugal, Scotland and Spain;

• the Diamond Resorts Latin America Collection (the “Latin America Collection”), which currently includes interests in the Cabo Azul Resort located in San Jose Del Cabo, Mexico;

• the Diamond Resorts Mediterranean Collection (the “Mediterranean Collection”), which includes interests in resorts located in the Greek Islands of Crete and Rhodes; and

• Club Intrawest, which includes interests in resorts located in Canada, Mexico, as well as Florida and California, which was added to our resort network in connection with the Intrawest Acquisition in January 2016.

Each of the Diamond Collections is operated through a Collection Association, which is administered by a board of directors. Directors are generally elected by the points holders within the applicable Diamond Collection, subject to limited exceptions.

We own a significant number of points in each of the Diamond Collections (which in the case of the Mediterranean Collection are in the form of shares but for simplicity are also referred to in this annual report as points), which we hold as inventory. The board of directors of each Diamond Collection hires a company to provide management services to the Diamond Collection, which in each case is us.

As with our HOA management contracts, management fees charged to the Diamond Collections in the U.S. are based on a cost-plus structure and are calculated based on the direct and indirect costs (including the absorption of a substantial portion of our overhead related to the provision of our management services) incurred by the Diamond Collection. Under our current Diamond Collection management agreements, we receive management fees of 15% of the costs of the applicable Diamond Collection (except with respect to our management agreement with the Monarch Grand Collection, under which we receive a management fee of 10% of the costs of the Monarch Grand Collection). Our management fees are included in the budgets

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prepared by each Collection Association, which determines the annual maintenance fee charged to each owner and is voted on and approved by the board of directors of each Collection Association. One of the management services we provide to all of the Diamond Collections is the billing and collection of annual maintenance fees on the Diamond Collection's behalf. Annual maintenance fees for a given year are generally billed during the previous November, due by January and deposited in a segregated or restricted account, which is not included in our consolidated balance sheet but is managed by us on behalf of each Diamond Collection. As a result, a substantial majority of our fees for February through December of each year are collected from owners in advance. Funds are released to us from these accounts on a monthly basis for the payment of management fees as we provide our management services.

Apart from the management contract for the European Collection and the Mediterranean Collection, our Diamond Collection management contracts have initial terms of three to ten years, with automatic renewals of three to ten years, and can generally only be terminated by the Diamond Collection upon a majority vote of the Diamond Collection's members prior to each renewal period, other than in some limited circumstances involving cause. In the case of the Mediterranean Collection, the management agreement is indefinite and irrevocable. No Diamond Collection has terminated, or elected not to renew, any of our management contracts during the past five years. We generally have the right to terminate our Diamond Collection management contracts at any time upon written notice to the applicable Diamond Collection. The management contract for the European Collection has an indefinite term, can only be terminated by the European Collection for an uncured breach by the manager or a winding up of the European Collection, and may not be terminated by the manager.

Clubs. Another key component of our hospitality and management services business is our management of the Clubs. We operate a Vacation Interests exchange program that enables our members to use their points to stay at resorts outside of their home Diamond Collection, as well as other affiliated resorts, hotels and cruises, for which an annual fee is charged. In addition, the Clubs provide services to the Diamond Collections, such as reservation call center services and customer services, which are billed on a cost-plus basis to the Diamond Collections directly.

The Clubs offer our members a wide range of other benefits, such as the opportunity to purchase various products and services, including guided excursions and member events and reservation protection products, for which we earn commissions. See "Our Flexible Points-Based Vacation Ownership System and the Clubs—The Clubs" for additional information regarding the Clubs.

Vacation Interests Sales and Financing. Wemarket and sell VOIs that provide access to our resort network of 109 Diamond Resorts managed resorts and 250 affiliated resorts and hotels and 20 cruise itineraries.

The VOI inventory that we reacquire pursuant to our IRAAs provides us with a steady stream of low-cost VOI inventory that we can sell to our current and prospective members. Our VOI inventory is also supplemented by recovering VOIs previously owned by members who default on their consumer loans, whether the consumer loans were originated by us or were acquired from third-parties, as well as inventory purchased in strategic acquisitions. In addition, we may engage in targeted development projects, particularly in attractive locations where member demand exceeds our existing supply.

We have 61 sales centers across the globe, 51 of which are located at managed resorts, six of which are located at affiliated resorts and four of which are located off-site. We currently employ an in-house sales and marketing team at 49 of these locations and also maintain agency agreements with independent sales organizations at 12 locations. A relatively small portion of our sales, principally sales of additional points to existing members, are effected through our call centers. Our sales representatives utilize a variety of marketing programs to generate prospects for our sales efforts, including presentations at resorts targeted to current members and guests, enhanced mini-vacation packages that we refer to as Events of a Lifetime^TM, overnight mini-vacation packages, targeted mailing, telemarketing, gift certificates and various destination-specific local marketing efforts. Additionally, we offer incentive premiums in the form of tickets to local attractions and activities, hotel stays, gift certificates or meals to guests and other potential customers to encourage attendance at tours.

We generate our VOI sales primarily through conducting tours at our sales centers. These tours generally include a tour of the resort properties, as well as an in-depth explanation of our points-based VOI system and the value proposition it offers our members. Our tours are designed to provide guests with an in-depth overview of our Company, our resort network and benefits associated with membership in THE Club, as well as a customized presentation to explain how our products and services can meet their vacationing needs. We also conduct tours at various offsite and hotel locations (outside of our managed resorts) based on potential leads for VOI sales identified through innovative marketing targeted toward individuals with desired demographics.

Our sales force is highly trained in a consultative sales approach designed to ensure that we meet customers' needs on an individual basis. We manage our sales representatives' consistency of presentation and professionalism using a variety of sales tools and technology. The sales representatives are principally compensated on a variable basis determined by performance, subject to a base compensation amount.

Our marketing efforts are principally directed at the following channels:

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• our existing member base;

• consumers who own VOIs sold by businesses we have acquired;

• guests who stay at our managed resorts;

• off-property contacts who are solicited from the premises of hospitality, entertainment, gaming and retail locations;

• participants in third-party vacation ownership exchange programs, such as Interval International, Inc. (“Interval International”), and Resorts Condominiums International, LLC (“RCI”), who stay at our managed resorts;

• member referrals; and

• other potential customers who we target through various marketing programs.

We employ innovative programs and techniques designed to infuse hospitality into our sales and marketing efforts. For example, we offer enhanced mini-vacation packages at some of our managed resorts, which we refer to as Events of a Lifetime^TM, at which our members or prospective customers who have purchased such packages are invited to dine together, along with our sales team members, and to attend a show, golf outing or other local attraction as a group over a two-day period. At the end of the stay, our sales team provides an in-depth explanation of our points-based VOI system and the value proposition it offers our members. In addition, we have an initiative in which select members and guests receive “high-touch” services such as a special welcome package, resort orientation and concierge services, as part of a pre-scheduled in-person tour. Results from these enhanced programs and initiatives have been positive. We have found that, by driving innovation throughout our business, most significantly by infusing our hospitality focus into the sales process and creatively engaging with potential purchasers, we improve potential purchasers' overall experience and level of satisfaction and, as a result, are able to increase the likelihood that they will buy our VOIs and increase the average transaction size.

Although the principal goal of our marketing activities is the sale of points, in order to generate additional revenue and offset the carrying cost of our VOI inventory, we use a portion of the points and intervals which we own or acquire the right to use to offer accommodations to consumers on a per-night or per-week basis, similar to hotels. We generate these stays through direct consumer marketing, travel agents, external websites and our own website and vacation package wholesalers. We believe that these operations, in addition to generating supplemental revenue, provide us with a good source of potential customers for the purchase of points.

We provide loans to eligible customers who purchase VOIs through our U.S., Mexican and St. Maarten sales centers and choose to finance their purchase. These loans are collateralized by the underlying VOI, generally bear interest at a fixed rate, have a typical term of 10 years and are generally made available to consumers who make a down payment within established credit guidelines. Our minimum required down payment is 10%. From January 1, 2011 through December 31, 2015, our average cash down payment was 20.0% and the average initial equity contribution for new VOI purchases by existing owners (which take into account the value of VOIs already held by purchasers and pledged to secure a new consumer loan) was 30.2%, which resulted in an average combined cash and equity contribution of 50.2% for these new VOI purchases.

As of December 31, 2015, our loan portfolio (including loans we have transferred to special-purpose subsidiaries in connection with the Conduit Facility, Quorum Facility and securitization transactions) was comprised of approximately 64,000 loans with an outstanding aggregate loan balance of $916.1 million. Our total portfolio includes loans that have been written off for financial reporting purposes due to payment defaults and delinquencies but which we continue to administer and loans that were originated by us and loans that were acquired in connection with our acquisitions.

Approximately 46,000 of these consumer loans were loans under which the consumer was not in default, and the outstanding aggregate loan balance was $751.8 million. Approximately 42,000 of these loans were originated by us and approximately 4,000 of the loans were acquired in connection with one of our acquisitions.

Approximately 18,000 loans within our loan portfolio, with an outstanding aggregate loan balance of $164.3 million, were loans that are in default (accounts that are greater than 180 days delinquent and have not yet been foreclosed upon or canceled). Approximately 15,000 of these loans that were in default as of December 31, 2015 were loans acquired by us, including approximately 12,000 already in default at the time we acquired them in connection with various acquisitions and approximately 3,000 of the loans were not yet in default at the time of the acquisition. Approximately 3,000 of the loans that were in default in default as of December 31, 2015 were originated by us. The loans originated by us have already been written off for financial reporting purposes but we continue to administer them until we elect, subject to applicable law, to foreclose or cancel them. Loans that were in default at the time they were acquired were never included in our loan portfolio and, accordingly, are not part of our provision for uncollectible accounts or reserve for uncollectible accounts. We elect to recover VOI inventory underlying defaulted loans based on a variety of factors, including our VOI inventory needs and the carrying costs associated with recapturing the VOI inventory. Consumer loans in default at the time of acquisition represent

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future sources of low-cost inventory to us.

The weighted-average interest rate for all of the loans in our portfolio as of December 31, 2015 was 14.9%, which includes a weighted average interest rate for loans in default of 16.4%. As of December 31, 2015, 8.8% of our owner-families had an active loan outstanding with us.

We underwrite each loan application to assess the prospective buyer's ability to pay through the credit evaluation score methodology developed by FICO based on credit files compiled and maintained by Experian (for U.S. residents) and Equifax (for Canadian residents). In underwriting each loan, we review the completed credit application and the credit bureau report and/or the applicant’s performance history with us, including any delinquency on existing loans with us, and consider in specified circumstances, among other factors, whether the applicant has been involved in bankruptcy proceedings within the previous 12 months and any judgments or liens, including civil judgments and tax liens, against the applicant. As of December 31, 2015, the weighted average FICO score (based upon loan balance) for our borrowers across our existing loan portfolio was 723, and the weighted average FICO score for our borrowers on loans we originated since 2011 was 757.

Our consumer finance servicing division includes underwriting, collection and servicing of our consumer loan portfolio. Loan collections and delinquencies are managed by utilizing modern collection technologyand an in-house collection team to minimize account delinquencies and maximize cash flows. We generally monetize a substantial portion of the consumer loans we generate from our customers through conduit and securitization financings. We act as servicer for consumer loan portfolios, including those monetized through conduit or securitization financings and receivables owned by third parties, for which we receive a fee.

Through arrangements with certain financial institutions in Europe, we broker financing for qualified customers who purchase points through our European sales centers.

Our Resort Network

Our resort network consists of 379 vacation destinations, which includes 109 Diamond Resorts managed properties with approximately 12,000 units worldwide that we manage, and 250 affiliated resorts and hotels and 20 cruise itineraries (as of January 31, 2016), which we do not manage and which do not carry our brand name but are a part of our resort network and, consequently, are available for our Club members to use as vacation destinations. Through our management, we provide guests with a consistent and high quality suite of services and amenities, and, pursuant to our management agreements, we have oversight and management responsibility over the staff at each location. Of the managed resorts, 47 have food and beverage operations, 49 have a gift shop, pro shop or convenience store, and 29 have a golf course, leisure center or spa. Most of these amenities are operated by third parties pursuant to leases, licenses or similar agreements. Revenue from these operations is included in Consolidated Resort Operations Revenue in our consolidated statements of operations.

Affiliated resorts are resorts with which we have contractual arrangements to use a certain number of vacation intervals or units. These resorts are made available to members of the Clubs through affiliation agreements. In the majority of cases, our affiliated resorts provide us with access to their vacation intervals or units in exchange for our providing similar usage of intervals or units at our managed resorts, and no fees are paid by us in connection with these exchanges. However, in a limited number of circumstances, we receive access to accommodations at our affiliated hotels and cruises through two other types of arrangements. In the first of these types of arrangements, we pay an upfront fee to an affiliated hotel or cruise company for access to a specified number of vacation intervals or units, and we incorporate this upfront fee into our calculation for annual dues to be paid by members of the Clubs. In the second of these types of arrangements, a member who desires to stay at an affiliated hotel for a particular time period deposits points with us and, in exchange, we pay our affiliated hotel the funds required in order to allow such member access and, in turn, we use the points redeemed to secure a unit, which we then use for marketing or rental purposes. The benefit of these arrangements, in comparison to traditional exchange companies, is that there is no need to wait for an owner to deposit their week’s ownership into the program in order to then make it available to members. These arrangements secure availability for our members in advance and, therefore, tend to provide better customer service and availability.

We identify and select affiliated resorts based on a variety of factors, including location, amenities and preferences of our members. We have established standards of quality that we require each of our affiliates to meet, including with respect to the maintenance of their properties and level of guest services. In general, our affiliate agreements allow for termination by us upon 30 days’ notice to the affiliate, although some of our affiliate agreements cannot be terminated until a specified future date. Further, our affiliate agreements permit us to terminate our relationship with an affiliate if it fails to meet our standards. In any event, none of our affiliate agreements requires us to make any payments in connection with terminating the agreement. In addition to our affiliate agreements, we own, through one or more of the Diamond Collections, intervals at a few of our affiliated resorts.

Our network of resorts includes a wide variety of locations and geographic diversity, including beach, mountain, ski and

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major city locations, as well as locations near major theme parks and historical sites. The accommodations at these resorts are fully furnished and typically include kitchen and dining facilities, a living room and a combination of bedroom types including studios and one-, two-, three- and four-bedroom units with multiple bathrooms. Resort amenities are appropriate for the type of resort and may include an indoor and/or outdoor swimming pool, hot tub, children's pool, fitness center, golf course, children's play area and/or tennis courts. Further, substantially all of our Diamond Resorts managed resorts in Europe and some of our Diamond Resorts managed resorts in North America include onsite food and beverage operations, the majority of which are operated by third-party vendors.

The following table presents a summary of our managed resorts, affiliated resorts and hotels and cruises by geographic location as of January 31, 2016:

	Number of Managed Resorts	Number of Affiliated Resorts and Hotels	Number of Cruises
North America and the Caribbean	64	142	14
Europe	45	32	4
Central and South America	—	3	2
Asia	—	54	—
Australia	—	12	—
Africa	—	7	—
Total	109	250	20

Diamond Luxury Selection

In addition to our managed resorts, affiliated resorts and hotels and cruises, since October 2013 we have offered members with large point ownership, as an additional Club benefit, the ability to use their points to rent from a collection of approximately 2,500 private luxury properties, including villas, resorts, boutique hotels and yachts, through participation in The Diamond Luxury Selection. In general, a qualifying member is able to rent these private luxury properties by depositing a designated number of points with us, and we are then required to pay to the owners of these private luxury properties, on behalf of our members, a rental fee. This rental fee determines the number of points required to be used by our members for any particular rental. We also have the ability to use these properties for marketing or rental purposes. We do not manage these luxury properties, they do not carry our brand name and they are not part of any of our Diamond Collections or our resort network.

Our Flexible Points-Based Vacation Ownership System and the Clubs

Our Points-Based System. Our customers become members of our vacation ownership system by purchasing points, which act as an annual currency that is exchangeable for occupancy rights in accommodations at the managed and affiliated resorts in our network. In 2015, the average cost to purchase points equivalent to an annual one-week vacation in our network globally was $26,007. Purchasers of points do not acquire a direct ownership interest in the resort properties in our network. Rather, our customers acquire a membership in one of the Diamond Collections. See "Operation and Management of the Diamond Collections" for additional information regarding the Diamond Collections.

The principal advantage of our points-based system is the flexibility it gives to members with respect to the use of their points versus the use of traditional intervals. With traditional intervals, an owner has the “fixed” use of a specific accommodation type for a designated one-week time period at a specific resort or has the “floating” use of a specific type of accommodation for a week to be selected for a particular season at that same resort. An owner may exchange their interval through an external VOI exchange program, such as the exchange programs offered by Interval International or RCI, for which an annual membership fee as well as an exchange transaction fee are charged to the owner. Unlike traditional interval owners, points holders can redeem their points for one or more vacation stays in the resorts included in our network without having to use an external exchange company and without having to pay any exchange transaction fees. Because points function as currency within our resort network, our members have flexibility to choose the location, season, duration and size of accommodation for their vacation based on their annual points allocation, limited only by the range of accommodations within our resort network, the number of points owned, availability and, in some cases, by membership type limitations. Members of a particular Diamond Collection have the ability to make reservations at resorts within that Diamond Collection before those resorts are open for bookings by members of other Diamond Collections. Our members may also “save” their points from prior

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years, “borrow” points from future years, or pay cash for additional one-time points usage for additional flexibility with respect to reserving vacations at peak times, in larger accommodations, for longer periods of time or for vacationing more often throughout the year.

We allocate points values for each of the resorts in our network. Points values are determined by unit type for each resort and are based on season, demand, location, views, amenities and facilities. Once the accommodation has been placed in a Collection, the points values assigned cannot be altered. We make a points directory available to our customers online, which allows them to evaluate how they may allocate their available points and select dates and locations for stays at resorts within our network, subject to certain rules and restrictions.

We operate in-house call centers globally for members to make reservations, payments and to handle queries. In addition, we offer a comprehensive online booking service which members can use to reserve stays at the resorts in our network, manage their purchased points and pay fees. We also manage an in-house concierge service for our members with large point ownership at a higher loyalty tier of Club membership, offering services 24/7 globally.

Between January 2013 and November 2015, our European subsidiary offered a VOI product with a limited term (the “European Term Product”) available to purchasers in Europe. Purchasers of the European Term Product received an allocation of points which represented an assignment of a specific week or weeks in a specific unit (without specific occupancy rights), at certain of our European resort properties, as well as use rights to any of the resort properties within our European Collection, for a period of 15 years. At the end of the 15-year period, the trustee of the European Collection will attempt to sell the unit and the net proceeds will be distributed to the then current owners of the unit, which may, or may not, include us. The current trustee of the European Collection also provided trust services relating to the European Term Product. The owners of the European Term Product paid annual maintenance fees at substantially the same rate as owners of points in our European Collection and were also members of THE Club and paid Club fees as part of their maintenance fees. For the year ended December 31, 2015, a large majority of the sales of the European Term Product have been to existing members of the European Collection, in particular points owners. We discontinued offering the European Term Product in November 2015 as we switched our focus to VOI sales in the form of points.

The Clubs. Through the Clubs, we operate VOI exchange programs that enable our members to use their points, or points equivalent in the case of intervals, at resorts within our resort network, subject to certain rules and restrictions. The Clubs continue to provide services to a segment of the membership base who historically purchased intervals at some of our managed properties. Purchasers of points in the Collections other than Club Intrawest are automatically granted membership in THE Club, except for purchasers in Florida and Mexico who must affirmatively elect to join THE Club. THE Club provides members with access to all resorts in our network and offers the full range of member services. In certain circumstances, typically in connection with an acquisition, we offer a restricted version of THE Club for a lower annual fee for new members resulting from such acquisition, which allows those members to stay at a subset of resorts within our network and provides those members with a portion of the benefits available to full members of THE Club.

In addition to the exchange programs, the Clubs offer a global array of other member benefits, discounts, offers and promotions that allow members to exchange points for a wide variety of products and travel services, including airfare, cruises and guided excursions. Most members of the Clubs, irrespective of ownership of points or intervals, have access to an external VOI exchange program for vacation stays at resorts outside of the Clubs' resort network if they desire, as the annual membership fee generally also includes annual membership in the Interval International external exchange program. For our more limited Club offerings, exchanges through the Interval International external exchange program typically require payment to Interval International of an additional membership fee and transaction fees.

Generally, members of the Clubs do not have the right to terminate their membership. However, due to regulatory requirements, members who purchase points in Arizona, California, Florida, Hawaii and Mexico may terminate their membership in the Clubs under specific circumstances. Following two acquisitions completed in 2010 and 2012, we also offered the existing members of the Premiere Vacation Collection and the Monarch Grand Collection the option to opt out of our limited Club offerings that were granted following the respective acquisitions. To date, only a minimal number of purchasers of points have opted out of the Clubs.

In addition to annual dues associated with the Clubs, we also earn revenue associated with legacy owners of deeded intervals at resorts that we acquired in our strategic acquisitions exchanging the use of their intervals for membership in the Clubs, which requires these owners to pay the annual fees associated with Club membership. Furthermore, we also earn reservation protection plan revenue, which is an optional fee paid by customers when making a reservation to preserve their points should they need to cancel their reservation, and earn other revenue through our provision of travel-related services and other affinity programs. In the past, we also earned revenue associated with customer conversions into THE Club, which involved the payment of a one-time fee by interval owners who wished to retain their intervals but also participate in THE Club. Expenses associated with our operation of the Clubs include costs incurred for the in-house call centers, annual membership fees paid to a third-party exchange company, where applicable, and administrative expenses.

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Operation and Management of the Diamond Collections

Purchasers of points acquire interests in one of the Diamond Collections. For each Diamond Collection, one or more trustees hold legal title to the deeded fee simple real estate interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective Diamond Collection's association members in accordance with the applicable agreements. Under trust agreements, points are established as the currency to be used by members for the use and occupancy of accommodations held in trust. The Diamond Collections generally have members’ associations, which are organizations of persons who own membership points in the applicable Diamond Collection, which are managed by a board of directors. The associations act as agents for all of the members in collecting assessments and paying taxes, utility costs and other costs incurred by the Diamond Collection on behalf of members. Generally, the term of each Diamond Collection, except the European Collection, is perpetual (or in the case of the Latin America Collection, may be renewed or reconstituted and thus is practically perpetual) and may only be terminated with a unanimous vote of the board of directors and approval by a significant majority of the voting power of members. The European Collection trusts, including customer use rights, have approximately 40-year terms. The Mediterranean Collection trusts, including customer use rights, expire between the end of December 2029 and the end of December 2043.

The Collection Associations have entered into management agreements with us pursuant to which the board’s management powers are delegated to us. The management agreements generally have three to ten year terms and automatically renew for additional three to ten year terms unless terminated by the applicable members’ association. The Club Intrawest management agreement automatically renews annually unless terminated by the members' association.

For each of the Diamond Collections, pursuant to the applicable trust and related agreements, we have the right to hold a significant number of unsold points as inventory for sale. Further, in North America, we hold title (via subsidiary resort developer entities) to certain intervals which have not yet been transferred to a Diamond Collection. When these intervals are transferred to a Diamond Collection, we will receive an allocation of points. The majority of the common areas for resorts located in North America are owned by the related HOA. At certain locations, we own commercial space which we utilize for sales centers as well as other guest services, such as a gift shop, mini-market or a food and beverage facility. The amount of such commercial space represents an insignificant portion of our total facilities and no such space is used for any significant retail or commercial operations.

Each Diamond Collection member is required to pay to the respective Diamond Collection a share of the overall cost of that Diamond Collection's operations, which includes that Diamond Collection's share of the costs of maintaining and operating the component resort units within that Diamond Collection. A specific resort property may have units that are included in more than one Diamond Collection, or have a combination of units owned by a Diamond Collection and by individual interval owners. To the extent that an entire resort property is not held completely within a specific Diamond Collection, each Diamond Collection pays only the portion of operating costs attributable to its interval ownership in that resort. With the exception of the Mediterranean Collection and Club Intrawest, each Diamond Collection member's annual maintenance fee is composed of a base fee and a per point fee based on the number of points owned by the member. The annual maintenance fee is intended to cover all applicable operating costs of the resort properties and other services, including reception, housekeeping, maintenance and repairs, real estate taxes, insurance, rental expense, accounting, legal, human resources, information technology and funding of replacement and refurbishment reserves for the underlying resorts. In 2015, the annual maintenance fee for a holder of points equivalent to one week at one of the resorts in our network generally ranged between $1,240 and $1,715, with an average of $1,468. Special assessments may be levied if insufficient operating funds are available or if planned capital improvements exceed the amount of available replacement and refurbishment reserves.

Managed Resorts Outside of Diamond Collections

VOIs for a limited number of the resorts managed by us, consisting principally of the resorts acquired in our July 24, 2013 acquisition of management contracts, unsold VOIs, a portfolio of consumer loans and other assets from Island One, Inc. and Crescent One, LLC in exchange for $73.3 million of shares of our common stock (the "Island One Acquisition"), are not included in any of our Diamond Collections. Owner-families hold deeded VOIs in these resorts. Unsold intervals have been allocated point equivalent amounts that allow members of the Clubs to stay at these resorts.

Interval Ownership

We generally discontinued selling deeded intervals in October 2007; however, several of the resorts we manage continue to have a significant number of legacy deeded interval owners. We believe that points offer our members greater choice and flexibility in planning their vacations as compared to intervals. From an operational perspective, our points-based structure enables us to more efficiently manage our inventory and sales centers by selling points-based access to our global resort network from any sales location, rather than being limited to selling intervals at a specific resort.

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An interval typically entitles the owner to use a fully-furnished vacation accommodation for a one-week period, generally during each year or in alternate years, usually in perpetuity. Typically, the owner holds either a fee simple ownership interest in a specific vacation accommodation or an undivided fee simple ownership interest in an entire resort. An interval owner has the right to stay only at the specific resort from which the interval owner has purchased the interval. However, many of our interval owners in the U.S. are also members of one of the Clubs, and thereby are entitled to the points equivalent for their interval which they may use to stay at other resorts in our network.

Each interval owner is required to pay an annual maintenance fee to the related HOA to cover the owner's share of the cost of maintaining the property. The annual maintenance fee is intended to cover the owner's share of all operating costs of the resort and other related services, similar to a Diamond Collection member’s annual maintenance fee. Assessments may be billed if insufficient operating funds are available or if planned capital improvements exceed the amount of available replacement and refurbishment reserves. In 2015, annual maintenance fees for interval owners generally ranged between $624 and $1,629 per year for a one-week interval, with an average of $1,046. The amount of an interval owner's annual maintenance fees and assessments is determined on a pro rata basis consistent with such person's ownership interest in the resort. For purposes of this allocation, each of the Diamond Collections is assessed annual maintenance fees and assessments based on the intervals held by such Diamond Collection.

Relationship among Points Owners, THE Club, HOAs and Diamond Collections

The following diagram depicts the relationship among our points owners that are members of THE Club, the HOAs and the Diamond Collections:

Recovery of VOIs

In the ordinary course of our business, we recover VOIs from our members as a result of (i) failures by our members to pay their annual maintenance fee or any assessment, which failures may be due to, among other things, death or divorce or other life-cycle events or lifestyle changes and (ii) defaults on our members' consumer loans for the purchase of their VOIs. With respect to consumer loan defaults, we are able to exercise our rights as a secured lender to foreclose upon the VOI subject to our lien.

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With respect to members who have failed to pay their annual maintenance fee or any assessment, we have entered into IRAAs with a substantial majority of the Collection Associations and HOAs for our managed resorts in North America, together with similar arrangements with the European Collection and a majority of our European managed resorts. Each agreement provides that in the event that a member fails to pay these amounts, we have the option to enforce the rights of the HOA or Collection Association with respect to the subject VOI, which includes preventing members from using their points or intervals and, if the delinquency continues, recovering the property in the name of the HOA or Collection Association. Our rights to recover VOIs for failure to pay annual maintenance fees or assessments are subject to any prior security interest encumbering such VOI, including any interest we hold as a lender on a consumer loan. We are responsible for payment of certain fees, ranging from 30% to 100% of the annual maintenance fees relating to the defaulted intervals or points. Depending upon whether the VOI in default is intervals or points, recovery is effected through a foreclosure proceeding or by contract termination. The recovery of points is more efficient than the recovery of intervals, because the recovery of intervals is governed by local real estate foreclosure laws that significantly lengthen recovery periods and increase the cost of recovery.

Under the terms of our IRAAs, we are granted full use of the inventory as a result of delinquent annual maintenance fees or assessments for rental and marketing purposes, and we are under no obligation to commence recovery proceedings. Generally, when we recover intervals, we pay from approximately one to three years' worth of annual maintenance fees on such intervals. Upon recovery, the HOA or Collection Association transfers title to the VOI to us, and we are responsible for all annual maintenance fees and assessments thereafter. We have written or oral agreements with most of our European HOAs that provide us similar rights with respect to recovering delinquent VOIs. After recovery, VOIs are returned to our inventory and become available for sale. Although we recover inventory in the form of intervals as well as points, all inventory recovered is sold in the form of points. Recovered intervals are transferred to one of the Diamond Collections and become part of our points-based system.

VOIs recovered through the default process are added to our existing inventory and resold at full retail value. Although the volume of points or intervals that we recover could fluctuate in the future for various reasons, we have recovered in the ordinary course of our business approximately 2% to 5% of the total outstanding VOIs in each of the past five years. Recovered VOI inventory may be sold by us in the form of points to new customers or existing members.

Competition

In our hospitality and management services segment, our competition includes pure real estate and hospitality management companies, as well as the VOI companies that conduct hotel management operations, some of which are noted below. Our competitors may seek to compete against us based on the pricing terms of our current hospitality management contracts. Our competitors may also compete against us in our efforts to expand our fee-based income streams by pursuing new management contracts for resorts that are not currently part of our network.

In our Vacation Interests sales and financing segment, we compete for prospects, sales leads and sales personnel from established, highly visible vacation ownership resort operators, as well as a fragmented array of smaller operators and owners. In marketing and selling VOIs, we compete against not only vacation ownership companies, but also the vacation ownership divisions of other hospitality companies. Our competitors include Bluegreen Corporation, Hilton Hotels Corporation, Marriott Vacations Worldwide Corporation, Vistana Signature Experiences, Inc. and Wyndham Worldwide Corporation. In addition, in certain markets, we compete with many established companies focused primarily on vacation ownership, and it is possible that other potential competitors may develop properties near our current resort locations and thus compete with us in the future.

We also compete with other vacation options such as cruises, as well as alternative lodging companies such as Airbnb and other similar entities, which operate websites that market available furnished, privately-owned residential properties in locations throughout the world, including homes and condominiums that can be rented on a nightly, weekly or monthly basis, and particularly in Europe, low-cost tour operators.

There has been consolidation within the vacation ownership industry, including by us through our targeted acquisitions. Recently, International Leisure Group, which owns and manages the Hyatt Residence Club and provides management services through Hyatt Vacation Ownership, agreed to acquire Vistana Signature Experiences, Inc. We believe that the vacation ownership industry will continue to consolidate in the future. In our rental of VOIs, we compete not only with all of the foregoing companies, but also with traditional hospitality providers such as hotels and resorts. In our consumer financing business, we compete with numerous subsets of financial institutions, including mortgage companies, credit card issuers and other providers of direct-to-consumer financing. These providers permit purchasers to utilize a home equity line of credit, mortgage, credit card or other instrument to finance their VOI purchase.

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Governmental Regulation

Our marketing and sale of VOIs and other operations are subject to extensive regulation by the federal government and state timeshare laws and, in some cases, by the foreign jurisdictions where our VOIs are located, marketed and sold. The U.S. federal legislation that is or may be applicable to the sale, marketing and financing of VOIs includes, but is not limited to, the Federal Trade Commission Act, the Fair Housing Act, the Americans with Disabilities Act, the Truth-in-Lending Act and Regulation Z, the Home Mortgage Disclosure Act and Regulation C, the Equal Credit Opportunity Act and Regulation B, the Interstate Land Sales Full Disclosure Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Gramm-Leach-Bliley Act, the Deceptive Mail Prevention and Enforcement Act, Section 501 of the Depository Institutions Deregulation and Monetary Control Act of 1980, the Bank Secrecy Act, the USA Patriot Act, and the Civil Rights Acts of 1964, 1968 and 1991 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

In addition, the majority of states and foreign jurisdictions where the resorts in our network are located extensively regulate the creation and management of vacation ownership resorts, the marketing and sale of VOIs, the escrow of purchaser funds and other property prior to the completion of construction and closing, the content and use of advertising materials and promotional offers, the delivery of an offering memorandum describing the sale of VOIs and the creation and operation of exchange programs and the multi-site Vacation Interests plan reservation system. Many other states and certain foreign jurisdictions have adopted similar legislation and regulations affecting the marketing and sale of VOIs to persons located in those jurisdictions. In addition, the laws of most states and foreign jurisdictions in which we sell VOIs grant the purchaser of the interest the right to rescind a purchase contract during the specified rescission period provided by law. Rescission periods vary by jurisdiction in which we operate, but typically are five to 15 days from the date of sale.

The Diamond Collections are required to register pursuant to applicable statutory requirements for the sale of VOI plans in an increasing number of jurisdictions. For example, our subsidiary that serves as the developer of the U.S. Collection is required to register pursuant to the Florida Vacation Plan and Timesharing Act. Such registrations, or any formal exemption determinations, for the Diamond Collections confirm the substantial compliance with the filing and disclosure requirements of the respective timeshare statutes by the applicable Diamond Collection. They do not constitute the endorsement of the creation, sale, promotion or operation of the Diamond Collections by the regulatory body, nor relieve us or our affiliates of any duty or responsibility under other statutes or any other applicable laws. Registration under a respective timeshare act is not a guarantee or assurance of compliance with applicable law nor an assurance or guarantee of how any judicial body may interpret the Diamond Collections' compliance therewith.

Additionally, certain third parties have indicated that the Consumer Financial Protection Bureau (“CFPB”) might increase their oversight of the vacation ownership industry. While the CFPB recently enacted new disclosure rules for lenders in the real estate mortgage lending industry, these rules were applicable to the real estate mortgage lending industry, not just vacation ownership industry lenders. The CFPB’s new rules also do not apply if the underlying transaction does not involve the sale of a real estate interest, and because we sell points-based VOIs, our operations have not been affected by these new CFPB rules. While we have no knowledge of any efforts to increase oversight by the CFPB or any other governmental authority, the enactment of any additional laws or regulations by the CFPB or any other governmental authorities applicable to the vacation ownership industry may adversely affect our operations.

Furthermore, most states and foreign jurisdictions have other laws that apply to our activities, including but not limited to real estate licensure laws, travel sales licensure laws, advertising laws, anti-fraud laws, telemarketing laws, prize, gift and sweepstakes laws and labor laws. In addition, we subscribe to “do not call” ("DNC") lists for certain states and foreign jurisdictions into which we make telemarketing calls, as well as the federal DNC list. Enforcement of the federal DNC provisions began in the fall of 2003, and the rule provides for fines of up to $16,000 per violation. We also maintain an internal DNC list as required by law. Our master DNC list is comprised of our internal list, the federal DNC list and the applicable state DNC lists.

In addition to government regulation relating to the marketing and sales of VOIs, our servicing and collection of consumer loans is subject to regulation by the federal government and the states and foreign jurisdictions in which such activities are conducted. These regulations may include the federal Fair Credit Reporting Act, the Fair Debt Collections Practice Act, the Electronic Funds Transfer Act and Regulation B, the Right to Financial Privacy Act, the Florida Consumer Collection Practices Act, the Nevada Fair Debt Collection Practices Act and similar legislation in other states and foreign jurisdictions.

Certain local laws may also impose liability on property developers with respect to construction defects discovered by future owners of such property. Under these laws, future owners of VOIs may recover amounts in connection with repairs made to a resort as a consequence of defects arising out of the development of the property.

A number of the U.S. federal, state and local laws and the laws of the foreign jurisdictions where we operate, including the Fair Housing Amendments Act of 1988 and the Americans with Disabilities Act, impose requirements related to access to

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and use by disabled persons of a variety of public accommodations and facilities. A determination that we are subject to and that we are not in compliance with these accessibility laws could result in a judicial order requiring compliance, imposition of fines or an award of damages to private litigants. If an HOA at a resort was required to make significant improvements as a result of noncompliance with these accessibility laws, assessments might be needed to fund such improvements, which additional costs might cause owners of VOIs to default on their mortgages or cease making required HOA assessment payments. In addition, the HOA under certain circumstances may pursue the resort developer to recover the cost of any corrective measures. Any new legislation may impose further burdens or restrictions on property owners with respect to access by disabled persons. To the extent that we hold interests in a particular resort (directly or indirectly through our interests in a Diamond Collection), we would be responsible for our pro rata share of the costs of improvements resulting from noncompliance with accessibility laws.

The marketing and sale of our points-based VOIs and our other operations in Europe are subject to national regulation and legislation. Directive 2008/122/EC of the European Parliament (the “Directive”) regulates vacation ownership activities within the European Union (which includes the majority of the European countries in which we conduct our operations). The Directive required transposition into domestic legislation by the members of the European Union no later than February 23, 2011 and replaced the previous regulatory framework introduced by EC Directive 94/47/EC. Most of our purchasers in Europe are residents of the United Kingdom, where the Directive has been implemented under The Timeshare, Holiday Products, Resale and Exchange Contracts Regulations 2010. The Directive has now been implemented in all other member states, as well as in Norway, which, although not a member of the European Union,is a member of the European Economic Area. The Directive (i) requires delivery of specified disclosure in the potential purchaser's native language (some of which must be provided in a specified format); (ii) requires a “cooling off” rescission period of 14 calendar days after they return to their resident country; and (iii) prohibits any advance payments in all member states.

Prior to February 23, 2011, vacation ownership activities within the European community were governed by the European Timeshare Directive of 1994 (94/47/EC) (or the 1994 Directive).

Other United Kingdom laws which are applicable to us include the Consumer Credit Act 1974 as amended by the Consumer Credit Act 2006, the Consumer Credit (Disclosure of Information) Regulations 2010, the Consumer Credit (Agreements) Regulations 2010 (as amended), the Misrepresentation Act 1967, the Unfair Contract Terms Act 1977, the Unfair Terms in Consumer Contracts Regulations 1999 (as amended), the Consumer Protection from Unfair Trading Regulations 2008, the Data Protection Act 1998 and the Privacy and Electronic Communications (EC) Regulations 2003, the Equality Act 2010, the Employment Rights Act 1996, the Environmental Protection Act 1990, the Clean Air Act 1993, the Companies Act 2006 and the Trade Descriptions Act 1968. The Timeshare, Holiday Products, Resale and Exchange Contracts Regulations 2010 has an extra-territorial effect when United Kingdom residents purchase VOIs in accommodations located in other European Economic Area states.

We are also subject to the laws and regulations of Mexico and Canada, including regulations applicable to developers and providers of timeshare services throughout Mexico and Canada. In addition to specific timeshare rules and regulations, we are also subject to its constitution and other laws and regulations of Mexico, including limitations with respect to ownership of land near Mexico's borders and beaches by Mexican citizens and companies (including Mexican subsidiaries of foreign companies); provided, however, that the federal government may grant the same right to foreign parties if they agree to consider themselves Mexican nationals with respect to such property and bind themselves not to invoke the protection of their governments in matters relating thereto and take title through a Mexican trust.

All of the countries in which we operate have consumer protection and other laws that regulate our activities in those countries.

We believe that we are in compliance with all applicable governmental regulations, except where noncompliance would not reasonably be expected to have a material adverse effect on us.

Seasonality

Vacation Interests Sales and Financing Segment. Historically, our fiscal quarter ended March 31 has produced the weakest operating results primarily due to the effects of reduced leisure travel. The next three quarters have historically produced the strongest operating results because they coincide with the typical summer vacation season and winter holidays, which result in a greater number of families vacationing as compared to the first fiscal quarter. Generally, a greater number of vacationers at the resorts in our network results in higher tour flow through our sales centers and increased VOI sales.

Hospitality and Management Services Segment. Our management service business is generally not subject to seasonal fluctuations due to pre-determined management fees and recovery of our expenses incurred on behalf of the HOAs and the

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Collection Associations we manage. We experience little seasonality in the operation of our Clubs as a majority of the Club revenue is pre-determined and recognized ratably throughout the year.

Insurance

We generally carry commercial general liability insurance. With respect to resort locations that we manage and for corporate offices, we and the HOAs carry all-risk property insurance policies with fire, flood, windstorm and earthquake coverage as well as additional coverage for business interruption arising from insured perils. Further, we carry pollution insurance on all Diamond Resorts managed resort and administrative locations, which covers multiple perils, including exposure to Legionnaire's Disease. We believe that the insurance policy specifications, insured limits and deductibles are similar to those carried by other resort owners and operators. There are certain types of losses, such as losses arising from acts of war or terrorism, which are not generally insured because they are either uninsurable or not economically insurable.

Intellectual Property

We own and control a number of trade secrets, trademarks, service marks, trade names, copyrights and other

intellectual property rights, including Diamond Resorts International^®, Diamond Resorts^®, THE Club^®, Polo Towers & Design^®, Relaxation . . . simplified^®, Diamond Resorts^®, DRIVEN^®, The Meaning of Yes^®, We Love to Say Yes^®, Vacations for Life^®, Affordable Luxury. Priceless Memories^TM, Stay Vacationed^®, Events of a Lifetime^TM ,Vacations of a Lifetime^TM, which, in the aggregate, are of material importance to our business. We are licensed to use technology and other intellectual property rights owned and controlled by others, and we license other companies to use technology and other intellectual property rights owned and controlled by us. In addition, we have developed certain proprietary software applications that provide functionality to manage lead acquisition, marketing, tours, gifting, sales, contracts, member profiles, maintenance fee billing, property management, inventory management, yield management and reservations.

Environmental Matters

The resort properties that we manage are subject to federal, state and local laws and regulations relating to the protection of the environment, natural resources and worker health and safety, including laws and regulations governing and creating liability relating to the management, storage and disposal of hazardous substances and other regulated materials and the cleanup of contaminated sites. The resorts are also subject to various environmental laws and regulations that govern certain aspects of their ongoing operations. These laws and regulations control such things as the nature and volume of wastewater discharges, quality of water supply and waste management practices. The costs of complying with these requirements are generally covered by the HOAs that operate the affected resort property, and the majority of the HOAs maintain insurance policies to insure against such costs and potential environmental liabilities. To the extent that we hold interests in a particular resort (directly or indirectly through our interests in a Diamond Collection), we would be responsible for our pro rata share of losses sustained by such resort as a result of a violation of any such laws and regulations.

Employees

As of December 31, 2015, we had 8,174 full and part-time employees. Our employees are not represented by a labor union, with the exception of 138 employees in St. Maarten, 209 employees in Mexico, 277 employees in Hawaii and 25 employees in Nevada. Certain of our employees in Europe are also represented by unions. We are not aware of any union organizational efforts with respect to our employees at any other locations. We believe we have a good relationship with the members of our workforce.

Available Information

We are required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other information with the SEC. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC. Copies of these materials, filed by us with the SEC, are available free of charge on our website at investors.diamondresorts.com. These filings are available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You can also obtain copies of these materials by visiting the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330, or by accessing the SEC's website at www.sec.gov. The information on, or that may be accessed through, these websites is not incorporated into this filing and should not be considered a part of this filing.

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ITEM 1A.RISK FACTORS

We are subject to various risks, including those described below, which could materially adversely affect our business, financial condition and results of operations and, in turn, the value of our securities. In addition, other risks not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition and results of operations, perhaps materially. The risks discussed below also include forward-looking statements, and actual results and events may differ substantially from those discussed or highlighted in these forward-looking statements. Before making an investment decision with respect to any of our securities, you should carefully consider the following risks and uncertainties described below and elsewhere in this annual report. See also “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business

Our revenues are highly dependent on the travel industry and declines in or disruptions to the travel industry, such as those caused by adverse economic conditions, terrorism and man-made disasters may adversely affect us.

A substantial amount of our VOI sales activities occur at the managed resort locations in our network, and the volume of our sales correlates directly with the number of prospective customers who visit these resorts each year. The number of visitors to these resorts depends upon travel industry conditions, on an overall basis and in the specific geographic areas in which our resorts are located. Such conditions may be adversely affected by a variety of factors, such as weather conditions, general travel patterns and the potential impact of natural disasters and crises.

Actual or threatened war, terrorist activity, political unrest or civil strife and other geopolitical uncertainty could have a similar effect. In addition, any increased concern about terrorist acts directed against the U.S. and foreign citizens, transportation facilities and assets, and travelers' fears of exposure to contagious diseases may reduce the number of tourists willing to fly or travel in the future, particularly if new significant terrorist attacks or disease outbreaks occur or are threatened.

More generally, the travel industry has been hurt by various events occurring in prior years, including the effects of weak domestic and global economies. A sustained downturn in travel patterns, including as a result of increases in travel expenses, could cause a reduction in the number of potential customers who visit the managed resorts in our network. If we experience a substantial decline in visitors to these resorts, our VOI sales would likely decline.

Our future success depends on our ability to market VOIs successfully and efficiently, including sales to new members, as well as sales of additional points to our existing ownership base.

We compete for customers with hotel and resort properties and with other vacation ownership resorts and other vacation options such as cruises. The identification of sales prospects and leads, and the marketing of our products to those leads, are essential to our success. We have incurred and will continue to incur significant expenses associated with marketing programs in advance of closing sales to the leads that we identify. If our lead identification and marketing efforts do not yield enough leads or we are unable to successfully convert sales leads to a sufficient number of sales, our growth, including from our efforts to expand Club revenue, and our overall financial performance may be adversely affected. We have continued to expand our use of hospitality-focused marketing methods, such as enhanced mini-vacation packages focused on small groups of potential customers. These marketing methods are more expensive and require a greater commitment of resources than traditional marketing activities, and there can be no assurance that we will be successful in continuing to expand these efforts.

In addition, a significant portion of our sales are additional points purchased by existing members who previously purchased points from us, as well as by customers of resorts where we recently acquired the HOA management contracts, and our results of operations depend in part on our ability to continue making sales to these members and customers. Our recent rate of sales of additional points to existing owners and such other customers may not be sustainable in future periods. Furthermore, we do not receive all of the same benefits from sales of additional points to existing members as we do from sales of points to new members, such as new Club members paying the associated fees and to whom we can offer services, activities and upgrade opportunities and an expanded ownership base to which we can potentially sell additional points.

Our business may be adversely affected if we are unable to maintain an optimal level of points or intervals in inventory for sales to customers.

Our ability to maintain an optimal level of points or intervals in inventory for sale to customers is dependent on a number of factors, including fluctuations in our sales levels and the amount of inventory recovered through consumer loan and association fee defaults.

If we experience a significant decline in our inventory of points available for sale, we may be required to expend more capital to acquire or build inventory.

We have entered into IRAAs with substantially all of the Collection Associations and HOAs for our managed resorts in

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North America, together with similar arrangements with the European Collections and a majority of our European managed resorts. Pursuant to these agreements and arrangements, we have the option to recapture VOIs either in the form of points or intervals, and may recover the underlying inventory at a later date. During each of the past five years, approximately 2% to 5% of the outstanding points or intervals were recovered by us pursuant to these agreements. We need to maintain such level of recovery to provide us with our relatively low-cost inventory of VOIs for sales to our customers. However, the volume of points or intervals recovered by us could decline in the future for a variety of reasons, including as a result of termination or non-renewal of our IRAAs and a decrease in owners who are delinquent on their maintenance fees. In addition, if a viable VOI resale market were to develop in the future, our members may choose to resell their interests to third parties. Further, in the event applicable state law makes it more difficult to recover points or intervals, it could extend the time required to consummate a recovery or otherwise make it more difficult to consummate such recoveries. An increased level of VOI sales would also reduce our inventory available for sale.

If our inventory available for sale were to decline significantly, generally or in a particular Diamond Collection, we may need to either substantially reduce the volume of our VOI sales or make significant capital expenditures to replenish our inventory by purchasing points or intervals or building or acquiring new inventory at new or existing resorts. To the extent we need or desire to build or acquire new inventory, we may rely upon arrangements with third-party financial sponsors, such as the arrangement we entered into in 2015 with the Kona Seller, an affiliate of Och-Ziff Real Estate, to develop a new resort on property located in Kona, Hawaii. See "Note 18—Commitments and Contingencies"of our consolidated financial statements included elsewhere in this annual report and "Item 9B.—Other Information" for additional information regarding our arrangement with the Kona Seller. Any such arrangements are subject to a variety of risks, including that the financial sponsor may fail to deliver new inventory promptly or in a manner that meets agreed upon specifications; the financial sponsor may not be able to obtain or maintain financing necessary to build the new inventory; construction may be delayed for various reasons, including due to any delay or failure in obtaining necessary permits or authorizations or the occurrence of natural disasters; and we or the financial sponsor may incur unanticipated project costs. These risks could adversely affect the development of the new inventory.

If the volume of our inventory of points held by us were to significantly increase, our carrying costs with respect to that inventory would increase.

If VOI sales levels do not keep pace with inventory recovery levels, the volume of our inventory of points or intervals may become higher than desired. Also, if the amount of customer defaults increases, our carrying costs will increase due to the maintenance fees on the recovered VOI inventory that we are required to pay.

Our strategic acquisitions have provided us with additional VOI inventory, and potential future acquisitions may include additional inventory. Further, as part of some of our acquisitions, we have incurred additional obligations to repurchase defaulted inventory (either by taking back defaulted consumer loans or repurchasing the inventory that collateralizes such loans). We incur carrying costs associated with our VOI inventory, as we are obligated to pay annual maintenance fees and assessments on any VOIs held in inventory, and higher-than-desired VOI inventory levels would result in increases in these carrying costs. If our inventory available for sale were to increase significantly, we may need to sell some of this excess inventory at significantly discounted prices or expand our rental programs. In addition, the IRAAs we enter into with the HOAs and Collection Associations are subject to annual renewal, and as a result, we may not always repurchase VOI inventory from customers in default. If we do not repurchase such inventory, the annual maintenance fees and assessments are allocated among the remaining non-defaulting owners of units in the HOA and the Collection Association, increasing the amounts paid by each of those owners (including us, to the extent we hold units in inventory). This increases the risk that owners of such other units may be unwilling or unable to pay such increased fees and may default as well. The increased per-unit costs could also make units in the HOA and the Collection Association less attractive to prospective purchasers.

A substantial portion of our business is dependent upon contracts with HOAs to manage resort properties and with the Diamond Collections. The expiration, termination or renegotiation of these management contracts could adversely affect our business and results of operations.

We are party to management contracts relating to 109 properties and the Diamond Collections, under which we receive fees for providing management services. We derive a substantial amount of revenue from these contracts, and our hospitality and management services business accounts for a greater percentage of our Adjusted EBITDA than of our total consolidated revenue. See “Business—Our Services—Hospitality and Management Services” for further information regarding management of our managed resorts and the Diamond Collections. Some state regulations impose limitations on the amount of fees that we may charge the HOAs and Collection Associations for our hospitality management services and the terms of our management contracts. Our management contracts generally have three to ten year terms and are automatically renewable, but provide for early termination rights in certain circumstances. Any of these management contracts may expire at the end of its then-current term (following notice by a party of non-renewal) or be terminated, or the contract terms may be renegotiated in a manner adverse to us. In addition, our growth strategy contemplates adding services provided to our members under our management

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contracts, which may result in increased management fees relating to those new services. We believe there are limits to how much we can increase management fees for additional services provided before the HOAs and Collection Associations are unwilling or unable to pay such increased fees, and, if such fees are perceived as being too high by prospective customers, our VOI sales may be adversely affected.

Our growth strategy also contemplates our acquisition of, and entry into, new management contracts. We face significant competition to secure new contracts and may be unsuccessful in doing so on favorable terms, if at all.

To the extent our rental proceeds may decline or our Vacation Interests carrying costs may increase, we may not be able to cover certain other expenditures against which we offset rental proceeds.

Under our IRAAs, we are required to pay owners' past due maintenance and assessment fees to the HOAs and Collection Associations. See "Item 1. Business—Recovery of VOIs." In order to offset these expenses, we rent the available units, in which case we are also obligated to pay to the HOAs and Collection Associations cleaning fees for room stays incurred by our guests who stay with us on a per-night or per-week basis. In 2015, 2014 and 2013, our net Vacation Interests carrying costs, consisting of carrying costs and cleaning fees related to the VOIs that we owned in each of these periods, less amounts generated from rental of these VOIs in these periods were $39.7 million, $35.5 million and $41.3 million, respectively. Additionally, participating members can rent private luxury properties, book high-profile sporting events and take customized international guided excursions by depositing a designated number of points with us. In turn, we pay a usage fee to third parties on behalf of our members. See "Item 1. Business—Our Resort Network—Diamond Luxury Selection." Similarly, under arrangements that we have with certain of our affiliated resorts, holders of our points or intervals who desire to stay at any such affiliated resort deposit points with us and, in exchange, we pay our affiliated resort the funds required to allow such holder access to the desired unit. In order to offset these payments to the third parties or the affiliated resorts, as applicable, we rent available units at our managed resorts. Our ability to rent units is subject to a variety of risks common to the hospitality industry, including competition from large and well-established hotels, changes in the number and occupancy and room rates for hotel rooms, seasonality and changes in the desirability of geographic regions of the resorts in our network. In addition, we experience strong competition in the rental market. We may be at a disadvantage when competing against larger and better-established hotel and resort chains that focus on the rental market, have more experience in and greater resources devoted to such market, and can offer rental customers additional benefits such as loyalty points related to rentals and a significantly larger pool of potentially available rental options. We also experience competition from numerous other smaller owners and operators of vacation ownership resorts, as well as alternative lodging companies such as Airbnb and other similar entities. See “Our industry is highly competitive and we may not be able to compete effectively.”

We utilize external exchange program affiliations as sources of sales prospects and leads, and any failure to maintain such affiliations could reduce these prospects.

We have an affiliation agreement for an external exchange program with Interval International, which complements our own vacation ownership exchange programs. As a result of this affiliation, members of THE Club may use their points to reserve the use of a vacation accommodation at more than 3,000 resorts worldwide that participate in Interval International. In addition, interval owners at our managed resorts may join either Interval International or RCI, as their HOA constitutions dictate. Such interval owners may then deposit their deeded intervals in exchange for an alternative vacation destination. When our points and intervals are exchanged through Interval International or RCI, this inventory is made available to owners from other resorts, who are potential customers for our VOI sales. If we do not maintain our external exchange program affiliations, the number of individuals exchanging interests through these programs to stay at our managed resorts may decline substantially. Furthermore, the benefits associated with being a member of THE Club may be less desirable to current and prospective members.

We are dependent on the managers of our affiliated resorts and the properties in the Diamond Luxury Selection to ensure that those properties meet our customers' expectations.

The members of the Clubs have access to all or a portion of the 250 affiliated resorts and hotels and 20 cruise itineraries in our resort network. Certain members with large point ownership may also rent properties through participation in the Diamond Luxury Selection. We do not manage, own or operate the affiliated resorts, hotels, cruises or the properties in the Diamond Luxury Selection, and we have limited or no ability to control their management and operations. If the managers of a significant number of those properties were to fail to maintain them in a manner consistent with our standards of quality, we may be subject to customer complaints and our reputation and brand could be damaged. In addition, our affiliation agreements with these resorts may expire, be terminated or not be renewed, or may be renegotiated in a manner adverse to us, and we may be unable to enter into new agreements that provide members of the Clubs with equivalent access to additional resorts. Furthermore, the properties in the Diamond Luxury Selection may not have a number of the attributes associated with traditional resort locations, such as security, fire safety and life safety systems. If a member is injured while staying at an affiliated property or a property in the Diamond Luxury Selection, we may have to rely on the insurance coverage of the

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manager or owner of such property, as our insurance policies may not apply in such situations.

The resale market for VOIs could adversely affect our business.

There is not currently an active, organized or liquid resale market for VOIs, and resales of VOIs generally are made at sales prices substantially below their original customer purchase prices. These factors may make the initial purchase of a VOI less attractive to potential buyers who are concerned about their ability to resell their VOIs. Also, buyers who seek to resell their VOIs compete with our own VOI sales efforts. If the secondary market for VOIs were to become more organized and liquid, the resulting availability of resale VOIs (particularly where the VOIs are available for sale at lower prices than ours) could adversely affect our sales and our sales prices. Furthermore, the volume of VOI inventory that we recapture each year may decline if a viable secondary market develops.

We are subject to certain risks associated with our management of resort properties.

Through our management of resorts and ownership of VOIs, we are subject to certain risks related to the physical condition and operation of the managed resort properties in our resort network, including:

• the presence of construction or repair defects or other structural or building damage at any of these resorts;

• any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements relating to these resorts;

• any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms, which may increase in frequency or severity due to climate change or other factors; and

• claims by employees, members and their guests for injuries sustained on these resort properties.

Some of these risks may be more significant in connection with the properties for which we recently acquired management agreements. For additional risks related to our acquired businesses, see “Our strategic transactions may not be successful and may divert our management's attention and consume significant resources.” If an uninsured loss or a loss in excess of insured limits occurs as a result of any of the foregoing, we or the HOAs or Collection Associations may be subject to significant costs. See “The properties included in our resort network may experience damages that are not covered by insurance.”

Additionally, a number of U.S. federal, state and local laws and the laws of the foreign jurisdictions where we operate, including the Fair Housing Amendments Act of 1988 and the Americans with Disabilities Act, impose requirements related to access to and use by disabled persons of a variety of public accommodations and facilities. A determination that our managed resorts are subject to, and that they are not in compliance with, these accessibility laws could result in a judicial order requiring compliance, imposition of fines or an award of damages to private litigants. If an HOA at one of our managed resorts was required to make significant improvements as a result of noncompliance with these accessibility laws, assessments might be needed to fund such improvements, which additional costs may cause our VOI owners to default on their consumer loans from us or cease making required HOA maintenance fee or assessment payments.

The resort properties that we manage are also subject to federal, state and local laws and regulations relating to the protection of the environment, natural resources and worker health and safety, including laws and regulations governing and creating liability relating to the management, storage and disposal of hazardous substances and other regulated materials and the cleanup of contaminated sites. The resorts are also subject to various environmental laws and regulations that govern certain aspects of their ongoing operations. These laws and regulations control such things as the nature and volume of wastewater discharges, quality of water supply and waste management practices.

To the extent that we hold interests in a particular resort (directly or indirectly through our interests in a Diamond Collection), we would be responsible for our pro rata share of losses sustained by such resort as a result of a violation of any of the laws and regulations to which they are subject and for our pro rata share of any costs related to improvements to the resorts made in order to comply with such laws and regulations.

The properties included in our resort network may experience damages that are not covered by insurance.

Our managed resorts are covered by all-risk property insurance policies with fire, flood, windstorm and earthquake coverage, as well as additional coverage for business interruption arising from insured perils. However, market forces beyond our control may limit the scope of the insurance coverage that we obtain or our ability to obtain coverage at reasonable rates. Specifically, certain types of losses, such as losses arising from acts of war or terrorism, are generally not insured because they are either uninsurable or not economically feasible to insure. Accordingly, our insurance may not be adequate to cover all losses in every circumstance. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the resorts in our network, such resorts may not be adequately repaired in a timely manner or at all and we may lose some or all of the future

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revenues anticipated to be derived from such resorts.

Furthermore, if an HOA or a Collection Association is subject to any such loss, we will also be responsible for a portion of such loss to the extent of our ownership of VOIs in the resort or Diamond Collection, and any substantial assessments charged by the HOAs or Collection Associations as a result of any of these items could cause customer dissatisfaction, result in additional defaults on assessments by members or harm our business and reputation. For example, in October 2011, the HOA of one of our managed resorts levied a substantial assessment to the owner-families of that resort for water intrusion damage, and we are responsible for a portion of this assessment due to deeded inventory or Diamond Collection points held by us at the time of the assessment. In addition, pursuant to the related class action settlement, we agreed to pay any amount of assessments defaulted on by owners in return for our recovery of the related VOIs.

In addition, uninsured losses, natural disasters, terrorism or similar events may also have an adverse effect on our business, operations and financial condition. As an example, the Cabo Azul Resort and the surrounding areas in San Jose Del Cabo, Mexico were severely impacted by Hurricane Odile in September 2014. The storm damaged the buildings as well as the facilities and amenities related to the Cabo Azul Resort, resulting in the Cabo Azul Resort temporarily being taken out of service, until completion of necessary repairs as well as related infrastructure repairs in Baja California Sur by September 1, 2015, when the Cabo Azul Resort was reopened. See "Note 18—Commitments and Contingencies"of our consolidated financial statements included elsewhere in this annual report for further discussion.

We generally renew our insurance policies on an annual basis. If the cost of coverage becomes too high, we may need to reduce our policy limits, increase the deductibles or agree to certain exclusions from our coverage in order to reduce the premiums to an acceptable amount. Natural disasters and other catastrophic events could materially and adversely affect our ability to obtain adequate future insurance coverage at commercially reasonable rates.

Unfavorable general economic conditions in the U.S. and globally have adversely affected our business in the past and could in the future result in decreased demand for VOIs and our ability to obtain future financing.

There have been periods in which our business has been materially adversely affected by unfavorable general economic conditions, including effects of weak domestic and world economies. Future volatility and disruption in worldwide capital and credit markets and any declines in economic conditions in the U.S., Europe and in other parts of the world could adversely impact our business and results of operations, particularly if the availability of financing for us or for our customers is limited, or if general economic conditions adversely affect our customers' ability to pay amounts owed under our loans to them or for maintenance fees or assessments. If the HOAs and Collection Associations are unable to collect maintenance fees or assessments from our customers, not only would our management fee revenue be adversely affected, but the resorts we manage could fall into disrepair and fail to comply with the quality standards associated with the Diamond Resorts brand, which could decrease customer satisfaction, tarnish our reputation and impair our ability to sell our VOIs.

Our international operations are subject to risks not generally applicable to our North American operations.

We manage resorts in, and have sales and marketing operations in, 13 countries. Our operations in foreign countries are subject to a number of particular risks, including:

• exposure to local economic conditions;

• potential adverse changes in the diplomatic relations of foreign countries with the U.S.;

• hostility from local populations;

• restrictions and taxes on the withdrawal of foreign investment and earnings;

• the imposition of government policies and regulations against business and real estate ownership by foreigners;

• foreign investment restrictions or requirements;

• limitations on our ability to legally enforce our contractual rights in foreign countries;

• regulations restricting the sale of VOIs, as described in “Business—Governmental Regulation;”

• foreign exchange restrictions and the impact of exchange rates on our business;

• conflicts between local laws and U.S. laws;

• withholding and other taxes on remittances and other payments by our subsidiaries; and

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• changes in and application of foreign taxation structures, including value added taxes.

In addition, international markets, such as China, have recently experienced moderation in their economic growth and an increase in market volatility, which may have a negative effect on our managed resorts and sales and marketing operations located in, and our growth plans for, these international markets.

We are also subject to the laws and regulations of the European Union and countries in which we operate resorts. See “Item 1. Business—Governmental Regulation.” Our international business operations are also subject to various anti-corruption laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business. We cannot provide assurance that our internal controls and procedures will always protect us from the reckless or criminal acts that may be committed by our employees or third parties with whom we work. If we are found to be liable for violations of the FCPA or similar anti-corruption laws in international jurisdictions, criminal or civil penalties could be imposed on us.

We face challenges expanding our operations in new international markets in which we have limited experience, including developing markets in Asia and Latin America.

We are exploring growth opportunities in geographic markets in which we have limited experience. We currently have affiliation agreements in place with a number of resorts in Asia and a few resorts in Latin America, and may explore additional co-branding opportunities with existing resorts, joint ventures or other strategic alliances with local or regional operators in those markets. For example, we have entered into a joint venture to create, market, sell and service vacation packages and associated benefits (including vacation ownership) to customers in Asia.

We may also expand our footprint in international markets by pursuing acquisitions. For example, we recently expanded our operations into Canada as a result of the closing of our acquisition of the vacation ownership business of Intrawest Resort Club Group from Intrawest Resorts Holdings, Inc. in January 2016. As a result of our expansion into new international markets, we will have only limited experience in marketing and selling our products and services in those markets. Expansion into new and developing international markets is challenging, requires significant management attention and financial resources and may require us to attract, retain and manage local offices or personnel in such markets. We also need to comply with regulations and other laws to which our operations become subject as a result of any such international expansion. International expansion also requires us to tailor our services and marketing to local markets and adapt to local cultures, languages, regulations and standards. To the extent we are unable to adapt, or to the extent that we are unable to find suitable acquisition targets or potential affiliates in such markets or to the extent that any such acquisition or existing or future relationships with affiliates in such markets are not as beneficial to us as we expect, our expansion may not be successful. In some of these markets, including China, the concept of vacation ownership is relatively novel. As a result, in these markets there is limited infrastructure and government support for the vacation ownership industry and the industry may lack sufficient mechanisms for consumer protection. There is also currently not a large supply of vacation ownership products and resorts in those markets, which may limit opportunities and increase competition for those limited opportunities.

In addition, many countries in Asia and Latin America are emerging markets and are subject to greater political, economic, legal and social risks than more developed markets, including risks relating to:

• political and governmental instability, including domestic political conflicts and inability to maintain consensus;

• economic instability, including weak banking systems, inflation and currency risk, lack of capital, and changing or inconsistent economic policy;

• weaknesses in legal systems, including inconsistent or uncertain national and local regimes, unavailability of judicial or administrative guidance and inexperience;

• tax uncertainty, including tax law changes, limited tax guidance and difficulty determining tax liability or planning tax-efficient structures;

• the lack of reliable official government statistics or reports; and

• organized crime, money laundering and other crime.

There are also risks related to entering into joint ventures or strategic alliances with local or regional operators, including the joint venture with respect to operations in Asia noted above, such as the possibility that these operators might become bankrupt or fail to otherwise meet their obligations to us. We may not have, and specifically as a minority investor in the

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venture with respect to operations in Asia, we do not have, control over the joint venture's business or the decisions of the venture, and the other parties to the joint venture may have economic or other business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. In addition, we may, in some circumstances, be liable for the actions of our partners. Furthermore, if we do enter into joint ventures or other affiliations with local or regional operators and a significant number of such operators fail to maintain their properties or provide services in a manner consistent with our standards of quality, we may be subject to customer complaints and our reputation and brand could be damaged. To the extent we expand into new international markets, our exposure to the risks described above in “Our international operations are subject to risks not generally applicable to our domestic operations” will also increase.

Our industry is highly competitive and we may not be able to compete effectively.

The vacation ownership industry is highly competitive. We compete against not only vacation ownership companies, but also vacation ownership divisions of other hospitality companies, including various high profile and well-established operators, some of which have substantially greater liquidity and financial resources than we do. Some of these operators also have substantially greater experience and familiarity with emerging international markets, such as Latin America and Asia, in which we intend to explore or may continue to explore opportunities. Many of the world's most recognized lodging, hospitality and entertainment companies develop and sell VOIs in resort properties. We also compete with numerous other smaller owners and operators of vacation ownership resorts, as well as alternative lodging companies, which have experienced significant growth in recent years. See "Item 1. Business—Competition" for further detail.

Our competitors could seek to compete against us based on the pricing terms of our current hospitality management contracts or in our efforts to expand our fee-based income streams by pursuing new management contracts for resorts that are not currently part of our network. We may not be able to compete successfully for customers, and increased competition could result in price reductions and reduced margins, as well as adversely affect our efforts to maintain and increase our market share.

Our existing indebtedness, or indebtedness that we may incur in the future, could adversely affect us, and the terms of our debt covenants could limit how we conduct our business and our ability to raise additional funds.

As of December 31, 2015, we had $574.7 million in principal amount outstanding under our Senior Credit Facility originally entered into on May 9, 2014 and subsequently amended on December 22, 2014 and December 3, 2015 (the "Senior Credit Facility"), $642.8 million of non-recourse indebtedness in securitization notes and borrowings of our subsidiaries and $4.8 million of other recourse indebtedness, for total principal indebtedness of $1.22 billion (excluding original issue discounts). See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”for the definition of and additional information on these borrowings. Our ability to maintain a level of cash flows from operating activities to make scheduled payments, including excess cash flow sweep payments as required under our Senior Credit Facility, or to refinance our debt obligations depends on our future financial and operating performance, which is subject to prevailing economic and competitive conditions and to various financial, business, regulatory and other factors, some of which are beyond our control. If we are unable to fund our debt service obligations, we may be forced to reduce or delay capital expenditures or sell assets, seek additional capital or seek to restructure or refinance our indebtedness. Further, our indebtedness may impair our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, restructuring, acquisitions or general corporate purposes, or such financing may not be available on terms favorable to us. We may also incur substantial additional indebtedness in the future. If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face, as described above, could intensify.

In addition, the Senior Credit Facility and the agreements governing other debt obligations contain, and the agreements that govern our future indebtedness may contain, covenants that restrict our ability and the ability of our subsidiaries to:

• incur additional indebtedness or issue certain preferred shares;

• create liens on our assets;

• pay dividends or make other equity distributions;

• repurchase our capital stock;

• purchase or redeem equity interests or subordinated debt;

• make certain investments;

• sell assets;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

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• engage in transactions with affiliates.

As a result of these covenants, we could be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

Our business plan historically has depended on our ability to sell, securitize or borrow against the consumer loans that we generate, and our liquidity, financial condition and results of operations would be adversely impacted if we are unable to do so in the future.

We generally offer financing of up to 90% of the purchase price to qualified customers who purchase VOIs through our sales centers, other than those in Europe, and a significant portion of customers choose to take advantage of this opportunity. For example, from January 1, 2011 through December 31, 2015, we financed 74.5% of the total amount of our VOI sales. Our ability to borrow against or sell our consumer loans has been an important element of our continued liquidity, and our inability to do so in the future could have a material adverse effect on our liquidity and cash flows. Furthermore, our ability to generate sales of VOIs to customers who require or desire financing may be impaired to the extent we are unable to borrow against or sell such loans on acceptable terms.

In the past, we have sold or securitized a substantial portion of the consumer loans we originated from our customers. If we are unable to continue to participate in securitization transactions or generate liquidity and create capacity on our Funding Facilities, on acceptable terms, our liquidity and cash flows will be materially and adversely affected. Moreover, if we cannot offer financing to our customers who purchase VOIs through our U.S., Mexican and St. Maarten sales centers, our sales may be adversely affected.

We have historically relied on our Funding Facilities to provide working capital for our operations. The Funding Facilities are asset-backed commercial finance facilities, with terms currently scheduled to expire in 2017, secured by, or funded through the sale of, our consumer loans. If we are unable to extend or refinance our Funding Facilities by securitizing our consumer loan receivables or entering into new Funding Facilities, our ability to access sufficient working capital to fund our operations may be materially adversely affected and we may be required to curtail our sales, marketing and consumer finance operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information.

To the extent that our Funding Facilities, Senior Credit Facility and operating cash flows are not sufficient to meet our working capital requirements, our ability to sustain our existing operations will be impaired.

We may be unable to raise additional capital we need to grow our business.

We may need to raise additional capital to expand our operations and pursue our growth strategies, including potential acquisitions of complementary businesses, and to respond to competitive pressures or unanticipated working capital requirements. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional equity financing, our stockholders may experience significant dilution of their ownership interests, and the per share value of our common stock could decline.

Our credit underwriting standards may prove to be inadequate, and we could incur substantial losses if the customers we finance default on their obligations. In addition, we rely on certain third-party lenders to provide financing to purchasers of our VOIs in Europe, and the loss of these customer financing sources could harm our business.

We generally offer financing of up to 90% of the purchase price to qualified purchasers of VOIs sold through our U.S., Mexican and St. Maarten sales centers. There is no assurance that the credit underwriting system we utilize as part of our domestic consumer finance activities will result in acceptable default rates or otherwise ensure the continued performance of our consumer loan portfolio. The default rate on our consumer loan portfolio was 7.7% (as a percentage of our outstanding originated portfolios) for 2015, and ranged from 5.7% to 8.2% on an annual basis from 2011 through 2015. As of December 31, 2015, 6.3% (based on loan balance) of our VOI consumer loans that we held, or were held under securitizations and funding facilities, and that were not in default (which we define as having occurred upon the earlier of (i) the customer’s account becoming over 180 days delinquent, or (ii) the completion of cancellation or foreclosure proceedings) were more than 30 days past due. Although in many cases we may have personal recourse against a buyer for the unpaid purchase price, certain states have laws that limit our ability to recover personal judgments against customers who have defaulted on their loans. Even where permitted, attempting to recover a personal judgment may not be advisable due to the associated legal costs and the potential adverse publicity. Historically, we have generally not pursued personal recourse against our customers, even when available. If we are unable to collect the defaulted amount due, we traditionally have foreclosed on the customer's VOI or terminated the underlying contract and remarketed the recovered VOI. Irrespective of our remedy in the event of a default, we cannot recover the often significant marketing, selling and administrative costs associated with the original sale, and we will have to incur such costs again to resell the VOI. See “The resale market for VOIs could adversely affect our business” for additional risks related

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to the resale of VOIs.

Currently, portions of our consumer loan portfolio are concentrated in certain geographic regions within the U.S. As of December 31, 2015, our loans to California residents constituted 33.3% of our consumer loan portfolio. No other state or foreign country concentration accounted for in excess of 10.0% of our consumer loan portfolio. California has been particularly negatively impacted during the economic downturn. Any deterioration of the economic condition and financial well-being of the regions in which we have significant loan concentration could adversely affect our consumer loan portfolio.

If default rates for our borrowers were to increase, we may be required to increase our provision for loan losses. An increased level of delinquencies could result from changes in economic or market conditions, increases in interest rates, adverse employment conditions and other factors beyond our control. Increased delinquencies could also result from our inability to evaluate accurately the credit worthiness of the customers to whom we extend financing or our inability to maintain the hospitality level that our customers have come to expect. In addition, increased delinquency rates may cause buyers of, or lenders whose loans are secured by, our consumer loans to reduce the amount of availability under our Funding Facilities, or to increase the interest costs associated with such facilities. In such an event, our cost of financing would increase, and we may not be able to secure financing on terms acceptable to us, if at all.

Under the terms of our securitization facilities, we are required, under certain circumstances, to repurchase or substitute loans if we breach any of the representations and warranties we made with respect to the eligibility of the receivables at the time we sold such receivables. Additionally, under the terms of our securitization facilities, we are permitted to repurchase, or substitute new eligible loans in exchange for, defaulted loans up to stated thresholds; to the extent the level of defaulted loans exceeds such stated thresholds, we may be required to pay substantially all of our cash flows generated from the underlying receivables to pay down the principal balance of the applicable securitization facility.

Finally, we rely on certain third-party lenders to provide consumer financing for sales of our VOIs in Europe. If these lenders discontinue providing such financing, or materially change the terms of such financing, we would be required to find an alternative means of financing for our customers in Europe. If we failed to find other lenders, our VOI sales in Europe could decline.

Changes in interest rates may increase our borrowing costs and otherwise adversely affect our business.

We rely on the securitization markets to provide liquidity for our consumer finance operations. Increases in interest rates, changes in the financial markets and other factors could increase the costs of our securitization financings, prevent us from accessing the securitization markets and otherwise reduce our ability to obtain the funds required for our consumer financing operations. To the extent interest rates increase and to the extent legally permitted, we may be required to increase the rates we charge our customers to finance their purchases of VOIs. Our business and results of operations are dependent on the ability of our customers to finance their purchase of VOIs, and in the U.S. we believe we are currently the only generally available lending source to directly finance the sales of our VOIs. Limitations on our ability to provide financing to our customers at acceptable rates or increases in the cost of such financing could reduce our sales of VOIs.

Our variable-rate borrowings consist of the Senior Credit Facility and the Conduit Facility, which stipulate a minimum LIBOR interest rate floor. In the event LIBOR increases above the interest rate floor and we have not entered into derivative instruments to hedge against such increases, our financial performance may be adversely affected.

Changes in the U.S. tax and other laws and regulations may adversely affect our business.

The U.S. government may revise tax laws, regulations or official interpretations in ways that could have a significant adverse effect on our business, including modifications that could reduce the profits that we can effectively realize from our international operations, or that could require costly changes to those operations, or the way in which they are structured. For example, the effective tax rates for most U.S. companies reflect the fact that income earned and reinvested outside the U.S. is generally taxed at local rates, which may be much lower than U.S. tax rates. If changes in tax laws, regulations or interpretations significantly increase the tax rates on non-U.S income, our effective tax rate could increase and our profits could be reduced. If such increases resulted from our status as a U.S. company, those changes could place us at a disadvantage to our non-U.S. competitors if those competitors remain subject to lower local tax rates.

Fluctuations in foreign currency exchange rates may affect our reported results of operations.

In addition to our operations in the U.S., we conduct operations in international markets from which we receive, at least in part, revenues in foreign currencies. For example, we receive Euros and British Pound Sterling in connection with our European managed resorts and European VOI sales and Mexican Pesos in connection with our operations in Mexico. Because our financial results are reported in U.S. dollars, fluctuations in the value of the Euro and British Pound Sterling against the U.S. dollar have had and will continue to have an effect, which may be significant, on our reported financial results. Exchange

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rates have been volatile in recent years and such volatility may persist due to economic and political circumstances in individual Euro zone countries. In addition, we could experience exchange rate fluctuations depending upon the outcome of a referendum in the United Kingdom to be held in June 2016 on whether to remain in the European Union. 

In connection with our Intrawest Acquisition in January, we expanded our international operations by acquiring VOI sales operations and management contracts at six resorts in Canada. See "Note 30 — Subsequent Events" of our consolidated financial statements included elsewhere in this annual report for the definition of and further detail on the Intrawest Acquisition.

A decline in the value of any of the foreign currencies in which we receive revenues, including the Euro, British Pound Sterling. Mexican Peso or Canadian dollar, against the U.S. dollar will tend to reduce our reported revenues and expenses, while an increase in the value of any such foreign currencies against the U.S. dollar will tend to increase our reported revenues and expenses. Variations in exchange rates can significantly affect the comparability of our financial results between financial periods.

We are also exploring further international expansion opportunities in markets such as Asia and Latin America, including pursuing acquisitions in those geographic areas, or seeking out co-branding opportunities, joint ventures or other strategic alliances with local or regional operators in those markets. Any such international expansion would result in increased foreign exchange risk, as described above, as the revenue received from such expansion would primarily be in non-U.S. currency.

We are subject to extensive regulation relating to the marketing and sale of vacation interests and the servicing and collection of customer loans.

As discussed above, our marketing and sale of VOIs and our other operations are subject to extensive regulation by the federal government and state timeshare laws and, in some cases, by the foreign jurisdictions where our VOIs are located, marketed and sold. For a list of certain U.S. federal legislation that is or may be applicable to the sale, marketing and financing of our VOIs, see "Item 1. Business—Governmental Regulation." In addition, the majority of states and foreign jurisdictions where the resorts in our network are located extensively regulate numerous aspects of our industry, and many other states and certain foreign jurisdictions have adopted similar legislation and regulations affecting the marketing and sale of VOIs to persons located in those jurisdictions. Furthermore, most states and foreign jurisdictions have other laws not specific to our industry that apply to our activities, and all of the countries in which we operate have consumer protection and other laws that regulate our activities in those countries. The cost of compliance with such laws and regulations can be significant, and we cannot guarantee that we will at all times maintain compliance with all such regulations and other laws.

A determination that specific provisions or operations of the Diamond Collections do not comply with relevant timeshare acts or applicable law may have a material adverse effect on us, the trustees of the Diamond Collections, the Collection Associations or the related consumer loans. Such noncompliance could also adversely affect the operation of the Diamond Collections or the sale of points within the existing format of the Diamond Collections, which would likely increase costs of operations or the risk of losses resulting from defaulted consumer loans.

Moreover, from time to time, potential buyers of VOIs assert claims with applicable regulatory authorities alleging unlawful sales practices by the developers of the Diamond Collections and Vacation Interests salespersons. Actions by regulatory authorities, in response to these claims or otherwise, could result in our having to make modifications to our business practices or policies that adversely affect (or result in changes to our industry as a whole that adversely affect) our VOI sales or other business activities and could have other adverse implications for us, including negative public relations, potential litigation or regulatory sanctions.

We currently sell VOIs in the U.S. and Canada solely through our employees, and in Europe, we currently sell VOIs through employees and third-party sales agents. In the event the federal, state or local taxing authorities in foreign jurisdictions were to successfully classify such independent contractors or sales agents as our employees, rather than as independent contractors, we could be liable for back payroll taxes, termination indemnities and potential claims related to employee benefits, as required by local law. See "Item 1. Business—Governmental Regulation."

We are also subject to the laws and regulations of Mexico with respect to our operations of resorts located in Mexico. As discussed above, for purposes of ownership of land in Mexico foreign parties may acquire property located near Mexico's beaches and borders if they (i) agree not to invoke the protection of their governments in matters relating thereto and (ii) take title through a Mexican trust or subsidiary. Noncompliance with such agreement by a foreign party would result in forfeiture of the property to the country of Mexico. See "Item 1. Business—Governmental Regulation."

We are also subject to the laws and regulations of Canada, including timeshare and consumer protection laws and regulations and other laws and regulations applicable to developers and providers of timeshare services throughout Canada.

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See "We are subject to certain risks associated with our management of resort properties" for a discussion of additional regulations and laws we are, or may be, subject to in connection with the operation of our business. The laws and regulations to which our operations are subject may change, and new and potentially more stringent and burdensome regulations, at the foreign, federal, state or local level, may be adopted and regulatory oversight may increase, including by the CFPB. We may need to modify our business practices and incur significant, unanticipated expenses as a result of our compliance with any such new laws or regulations or in response to any such increased oversight.

Depending on the provisions of applicable law and the specific facts and circumstances involved, violations of these laws, policies or principles to which our operations are, or may become subject, may limit our ability to collect all or part of the principal or interest due on our consumer loans, may entitle certain customers to a refund of amounts previously paid and could subject us to regulatory investigations or actions, fines, penalties, damages, administrative sanctions and increased exposure to litigation, and may also impair our ability to commence cancellation and forfeiture proceedings on our VOIs.

We are a party to certain litigation matters and are subject to additional litigation risk.

From time to time, we or our subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business, including claims and proceedings relating to our VOI sales, consumer finance business and hospitality and management services operations. Should there be increased scrutiny of our company or the vacation ownership industry, we may face an increased risk of significant legal proceedings or claims, which could include class action litigation by our members or HOAs. Any adverse outcome in any litigation involving us or any of our affiliates could negatively impact our business, reputation and financial condition.

Failure to maintain the security of personally identifiable information could adversely affect us.

In connection with our business, we collect and retain significant volumes of personally identifiable information, including credit card and social security numbers of our customers and other personally identifiable information of our customers and employees. The continued occurrence of high-profile data breaches provides evidence of the serious threats to information security. Our customers and employees expect that we will adequately protect their personal information, and the regulatory environment surrounding information security and privacy is increasingly demanding, both in the U.S. and other jurisdictions in which we operate. Protecting against security breaches, including cyber-security attacks, is an increasing challenge, and penetrated or compromised data systems or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of customer, employee or company data. It is possible that our security controls over personally identifiable information, our training of employees on data security and other practices we follow may not prevent the improper disclosure of personally identifiable information that we store and manage. A significant theft, loss or fraudulent use of customer or employee information could adversely impact our reputation and could result in significant costs, fines and litigation.

Our reputation and financial condition may be harmed by system failures, computer viruses and any inability to keep pace with advancements in technology.

We maintain a proprietary hospitality management reservation and sales system. The performance and reliability of this system and our technology is critical to our reputation and ability to attract, retain and service our customers. Any system error or failure may significantly delay response times or even cause our system to fail, resulting in the unavailability of our services. Any disruption in our ability to provide the use of our reservation system to the purchasers of our VOIs, including as a result of software or hardware issues related to the reservation system, could result in customer dissatisfaction and harm our reputation and business. In addition, a significant portion of our reservations are made through the online reservation system that we operate on behalf of the Diamond Collections and the Clubs as opposed to over the phone, and our costs are significantly lower in connection with bookings through the online reservation system. As a result, if our online reservation system is unavailable for any reason, our costs will increase and the resale value and the marketability of our VOIs may decline. Our system and operations are vulnerable to interruption or malfunction due to certain events beyond our control, including natural disasters, power loss, telecommunication failures, data and other security breaches, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. Any interruption, delay or system failure could result in financial losses, customer claims and litigation and damage to our reputation.

Competitive conditions within the vacation ownership industry require that we use sophisticated technology in the operation of our business. We may not be successful, generally or relative to our competitors in the vacation ownership industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience system interruptions and failures discussed above. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing new technology into our operations.

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Our intellectual property rights are valuable, and our failure to protect those rights could adversely affect our business.

Our intellectual property rights, including existing and future trademarks, trade secrets and copyrights, are and will continue to be valuable and important assets of our business. We believe that our proprietary technology, as well as our other technologies and business practices, are competitive advantages and that any duplication by competitors would harm our business. The measures we have taken to protect our intellectual property may not be sufficient or effective. Additionally, intellectual property laws and contractual restrictions may not prevent misappropriation of our intellectual property or deter others from developing similar technologies. Finally, even if we are able to successfully protect our intellectual property, others may develop technologies that are similar or superior to our technology.

We are required to make a number of significant judgments in applying our accounting policies, and our use of different estimates and assumptions in the application of these policies could result in material changes to our reported financial condition and results of operations. In addition, changes in accounting standards or their interpretation could significantly impact our reported results of operations.

Our accounting policies are critical to the manner in which we present our results of operations and financial condition. Many of these policies, including with respect to the recognition of revenue and determination of Vacation Interests cost of sales are highly complex and involve many subjective assumptions, estimates and judgments. See "Note 2—Summary of Significant Accounting Policies" of our consolidated financial statements included elsewhere in this annual report for further detail. We are required to review these estimates regularly and revise them when necessary. Our actual results of operations vary from period to period based on revisions to these estimates. In addition, the regulatory bodies that establish accounting and reporting standards, including the SEC, the Financial Accounting Standards Board and the American Institute of CPAs, periodically revise or issue new financial accounting and reporting standards that govern the preparation of our consolidated financial statements. Changes to these standards or their interpretation could significantly impact our reported results in future periods.

Our directors and executive officers may have interests that could conflict with those of our stockholders.

There are relationships and transactions between our company and entities associated with our executive officers and directors and between certain of such entities. These relationships and transactions, and the financial interests of our executive officers and directors in the entities party to these relationships and transactions, as well as other financial interests of our executive officers and directors, may create, or may create the appearance of, conflicts of interest, when these executive officers and directors are faced with decisions involving those other entities or that could otherwise affect their financial interests. See "Note 6- Transactions with Related Parties" of our consolidated financial statements included elsewhere in this annual report for further detail on these relationships and transactions.

Loss of key members of management, or our inability to attract and retain qualified personnel could adversely affect our business.

Our success and future growth depends to a significant degree on the skills and continued services of our senior management team. The loss of key members of management could inhibit our growth prospects. Our future success also depends in large part on our ability to attract, retain and motivate key management and operating personnel. As we continue to develop and expand our operations, we may require personnel with different skills and experiences, with a sound understanding of our business and the vacation ownership industry. The market for highly qualified personnel (sale personnel in particular) is very competitive. As a result and potentially also because of our announcement that we are exploring strategic alternatives, we may not be able to continue to attract and retain the personnel needed to support our business.

Our strategic transactions may not be successful and may divert our management's attention and consume significant resources.

We intend to continue our strategy of selectively pursuing complementary strategic transactions. We may also purchase management contracts and purchase VOI inventory at resorts that we do not manage, with the goal of acquiring sufficient VOI ownership at such a resort to become the manager of that resort. The successful execution of this strategy will depend on our ability to identify opportunities for potential acquisitions that fit within our capital-light business model, enter into the agreements necessary to take advantage of these potential opportunities and obtain any necessary financing. We may not be able to do so successfully. In addition, from time to time, we encounter resistance from existing VOI owners at a resort when we attempt to become the new manager of such resort. Furthermore, our management may be required to devote substantial time and resources to pursue these opportunities, which may impact their ability to manage our operations effectively.

Acquisitions involve numerous additional risks, including: (i) difficulty in integrating the operations and personnel of an acquired business; (ii) potential disruption of our ongoing business and the distraction of management from our day-to-day operations; (iii) difficulty entering markets in which we have limited or no prior experience and in which competitors have a

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stronger market position; (iv) difficulty maintaining the quality of services that we have historically provided across new acquisitions; (v) potential legal and financial responsibility for liabilities of acquired businesses; (vi) challenges in complying with regulations and other laws to which our operations may become subject as a result of acquired businesses being located in areas where we did not previously operate; (vii) overpayment for the acquired company or assets; (viii) increased expenses associated with completing an acquisition and amortizing any acquired intangible assets; and (ix) challenges in implementing uniform standards, controls, procedures and policies throughout an acquired business.

Some of our acquisitions have focused on acquiring management contracts and related businesses of operators in financial distress or in bankruptcy at the time of such acquisition. To the extent we pursue similar acquisitions in the future, we will be subject to additional risks, including risks and uncertainties associated with bankruptcy proceedings, the risk that such properties will be in disrepair and require significant investment in order to bring them up to our quality standards and potential exposure to adverse developments in the receivable portfolios that we acquire or agree to manage.

We also intend to expand our business-to-business services provided to resorts in our affiliated resort networks. We cannot assure you that our attempts to expand business-to-business services will be successful, and our failure to expand such services could harm our business and our relationships with those affiliated resorts.

Risks Related to the Ownership of our Common Stock

We are exploring possible strategic alternatives; this process may not result in a transaction or other action that creates additional value for our stockholders, or any transaction or other action at all, and this process may be disruptive to our business.

On February 24, 2016, our board of directors announced that it has formed a committee of independent directors to explore strategic alternatives to maximize stockholder value. This strategic review process, including the announcement thereof, could expose us and our operations to a number of risks and uncertainties, including the diversion of management’s attention from our business, the incurrence of significant expenses associated with the retention of legal, financial and other advisors as a result of the review of strategic alternatives, our failure to retain, attract or strengthen our relationships with key personnel, suppliers or customers (in particular, HOAs and prospective purchasers of VOIs), and exposure to potential litigation in connection with this process and effecting any strategic alternative. Due to these and other consequences of pursuing a strategic alternative, we may fail to achieve financial or operating objectives and may lose potential business opportunities.

There can be no assurance that this process will result in any transaction or other action by us or our board of directors, that any transaction or other action will be consummated or that any transaction or other action will maximize stockholder value or that we or our stockholders will otherwise realize the anticipated benefits from any such transaction or other action. Any potential transaction could be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, stockholder approval and the availability of financing. Even if a strategic alternative is identified, we may be affected by factors related to the feasibility and timing of consummating a transaction, including our ability, or the ability of others, to obtain required third-party consents and regulatory approvals and any adverse regulatory developments or determinations or adverse changes in, or interpretations of, the U.S. or foreign tax and other laws, rules or regulations that could materially impact, delay or prevent completion of any transaction or other action.

Further, as previously disclosed, we do not intend to discuss or disclose further developments during this process unless and until our board of directors has approved a specific action or otherwise determined that further disclosure is appropriate. Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of our company could cause our stock price to fluctuate significantly.

The concentration of our capital stock ownership with certain members of management and our Board of Directors and related entities, together with the Director Designation Agreement and the Stockholders Agreement, will limit stockholders' ability to influence corporate matters, including the ability to influence matters requiring stockholder approval.

Of the outstanding shares of common stock, members of management and our Board of Directors and related entities, together hold 25.5% of our outstanding common stock. In particular, entities controlled by Stephen J. Cloobeck, our founder and Chairman, hold 16.7% of our outstanding common stock, entities controlled by Lowell D. Kraff, our Vice Chairman, hold 2.3% of our outstanding common stock, and entities controlled by David F. Palmer, our President, Chief Executive Officer and a member of our Board of Directors, hold 5.6% of our outstanding common stock. In addition, certain members of management and our Board of Directors and other stockholders, which collectively hold 38.7% of our outstanding common stock, are parties to a Stockholders’ Agreement (the “Stockholders Agreement”) with us, pursuant to which such parties have agreed, subject to the terms of the Stockholders Agreement, in any election of members of our Board of Directors, to vote their shares of our common stock in favor of our Chief Executive Officer, and individuals designated by DRP Holdco, LLC, one of our significant investors (the "Guggenheim Investor"), as well as an entity controlled by our founder and Chairman, pursuant to a director

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designation agreement (the “Director Designation Agreement”) among us and certain stockholders party to the Stockholders Agreement.

As a result of their collective ownership of our outstanding capital stock, members of management and our Board of Directors, including Messrs. Cloobeck, Kraff and Palmer, and related entities could have significant influence over matters requiring stockholder approval, including amendment of our certificate of incorporation and approval of significant corporate transactions. This influence could make the approval of certain transactions difficult without the support of such individuals and entities.

We incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies; if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and our reputation.

As a SEC reporting company, we are required to, among other things, maintain a system of effective internal control over financial reporting, which requires annual management and independent registered public accounting firm assessments of the effectiveness of our internal controls. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Over the past few years, we have dedicated a significant amount of time and resources to implement our internal financial and accounting controls and procedures, and have had to retain additional finance and accounting personnel with the skill sets that we need as a SEC reporting company. Substantial work may continue to be required to further implement, document, assess, test and remediate our system of internal controls. We may also need to retain additional finance and accounting personnel in the future.

If our internal control over financial reporting is not effective, we may be unable to issue our financial statements in a timely manner, we may be unable to obtain the required audit or review of our financial statements by our independent registered public accounting firm in a timely manner or we may be otherwise unable to comply with the periodic reporting requirements of the SEC, our common stock listing on the NYSE could be suspended or terminated and our stock price could materially suffer. In addition, we or members of our management could be subject to investigation and sanction by the SEC and other regulatory authorities and to stockholder lawsuits, which could impose significant additional costs on us and divert management attention.

In addition, see "Item 9A. Controls and Procedures—Inherent Limitations on the Effectiveness of Controls" for inherent limitations in a cost-effective control system.

Provisions in our amended and restated certificate of incorporation and under Delaware law may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us.

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These include provisions that:

• classify our Board of Directors;

• limit stockholders’ ability to remove directors;

• include advance notice requirements for stockholder proposals and nominations; and

• prohibit stockholders from acting by written consent or calling special meetings.

Furthermore, the affirmative vote of the holders of at least two-thirds of our shares of capital stock entitled to vote is necessary to amend or repeal the above provisions of our amended and restated certificate of incorporation. In addition, absent approval of our Board of Directors, our amended and restated bylaws may only be amended or repealed by the affirmative vote of the holders of at least two-thirds of our shares of capital stock entitled to vote.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for some litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative

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action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer to us or our stockholders or creditors; (iii) any action asserting a claim against us or any director or officer pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us or any director or officer governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions described above. This forum selection provision may limit our stockholders’ ability to obtain a judicial forum that they find favorable for disputes with us or our directors, officers, employees or other stockholders.

Our stock price may be volatile or may decline regardless of our operating performance.

The market price for our common stock may be highly volatile. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

• variations in our financial results or those of companies that are perceived to be similar to us;

• actions by us or our competitors, such as sales initiatives, acquisitions or restructurings;

• changes in our earnings estimates or expectations as to our future financial performance, as well as financial estimates by securities analysts and investors, and our ability to meet or exceed those estimates or expectations;

• additions or departures of key management personnel;

• legal proceedings involving our company, our industry, or both;

• changes in our capitalization, including future issuances of our common stock or the incurrence of additional indebtedness;

• changes in market valuations of companies similar to ours;

• the prospects of the industry in which we operate;

• actions by institutional and other stockholders;

• speculation or reports by the press or investment community with respect to us or our industry in general;

• the level of short interest in our stock;

• changes in our credit ratings;

• general economic, market and political conditions; and

• other risks, uncertainties and factors described in this annual report.

The stock markets in general have often experienced volatility that has sometimes been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may cause the trading price of our common stock to decline. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been brought against that company. We may become involved in this type of litigation in the future. Litigation of this type may be expensive to defend and may divert our management's attention and resources from the operation of our business.

If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the stock price of our common stock or trading volume to decline. Moreover, if our operating results do not meet the expectations of the investor community, one or more of the analysts who cover our company may change their recommendations regarding our

company and our stock price could decline.

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ITEM 1B.     UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Except for unsold VOI inventory, we generally do not have any ownership interest in the resorts in our network other than the ownership of various common areas and amenities at certain resorts and a small number of units in European resorts. We believe our properties are in generally good physical condition with the need for only routine repairs and maintenance and periodic capital improvements. In addition, we lease our global corporate headquarters, located in Las Vegas, Nevada, which consists of approximately 133,000 square feet of space. We also lease our European headquarters, located in Lancaster, United Kingdom, and lease 18 sales and marketing and administrative offices, both domestically and internationally.

We also own certain real estate, the majority of which is held for future or ongoing development, including 159.8 acres in Williamsburg, Virginia, 51.9 acres in Gatlinburg, Tennessee, 32.5 acres in Orlando, Florida, 21.4 acres in Kitty Hawk, North Carolina, 15.0 acres in Branson, Missouri, 7.0 acres in Las Vegas, Nevada, 4.2 acres in Scottsdale, Arizona, 2.1 acres in Costa del Sol, Spain, 2.0 acres in St. Maarten and 1.8 acres in Kona, Hawaii.

ITEM 3.     LEGAL PROCEEDINGS

From time to time, we or our subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business, including claims and proceedings relating to our VOI sales, consumer finance business and hospitality and management services operations. Accruals have been recorded when the outcome is probable and can be reasonably estimated.  While management currently believes that the ultimate outcome of these proceedings will not have a material adverse effect on our financial position or our results of operations, legal proceedings are inherently uncertain and unfavorable resolution of some or all of these matters could, individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Price of Common Stock

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “DRII.” As of February 25, 2016, there were 52 holders of record of our common stock.

The following table sets forth the quarterly high and low sales prices per share of our common stock as reported by the NYSE for the periods presented below:

	Stock Price
Year Ended December 31, 2015	High		Low
First Quarter of 2015	$	35.42	$	25.69
Second Quarter of 2015	$	34.93	$	30.97
Third Quarter of 2015	$	32.49	$	22.80
Fourth Quarter of 2015	$	29.86	$	22.29
Year Ended December 31, 2014	High		Low
First Quarter of 2014	$	20.69	$	16.51
Second Quarter of 2014	$	23.83	$	16.89
Third Quarter of 2014	$	26.33	$	21.82
Fourth Quarter of 2014	$	28.50	$	19.59

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. Our current policy, which is subject to regular review by our Board of Directors, is to retain any earnings to finance the development and expansion of our business, as well as to repurchase our common stock. Any future determination to declare cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, contractual restrictions, capital requirements, general business conditions, other alternate uses of cash (including stock repurchases) and other then-existing factors that our Board of Directors may deem relevant. The Senior Credit Facility limits our ability to make restricted payments, including the payment of dividends and expenditures for stock repurchases, subject to specified exceptions based upon our excess cash flow sweep payments determined in accordance with the Senior Credit Facility. See "Note 16—Borrowings" of our consolidated financial statements included elsewhere in this annual report for further details.

Issuer Purchases of Equity Securities

On October 28, 2014, our Board of Directors authorized a stock repurchase program allowing for the expenditure of up to $100.0 million for the repurchase of our common stock (the "Stock Repurchase Program"). The Stock Repurchase Program was originally announced on October 29, 2014 and has no scheduled expiration date.

On July 28, 2015, our Board of Directors authorized the expenditure of up to an additional $100.0 million for the repurchase of our common stock under the Stock Repurchase Program. The Senior Credit Facility limits our ability to make restricted payments, including the payment of dividends or expenditures for stock repurchases, subject to specified exceptions based upon our excess cash flow sweep payments determined in accordance with the Senior Credit Facility.

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The following is a summary of common stock repurchased by us by month during the fourth quarter of 2015 under our stock repurchase program:

Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced program	Approximate dollar value of shares that may yet be purchased under the program (a)
October 1 to 31	1,023,264	$	24.10	1,023,264	$	77,281,000
November 1 to 30	1,048,867	$	27.28	1,048,867	$	48,662,000
December 1 to 31	1,045,468	$	26.89	1,045,468	$	20,547,000
Total	3,117,599	$	26.11	3,117,599

(a) Reflects availability under the Stock Repurchase Program; however, our ability to repurchase our stock is limited by the terms of the Senior Credit Facility. Accordingly, as of December 31, 2015, in accordance with the Senior Credit Facility we were permitted to purchase an additional $3.5 million in shares of our stock.

Stock Performance Graph

The following line graph compares the performance of our common stock against the S&P MidCap 400 Index and the S&P Composite 1500 Hotels, Resorts & Cruise Lines Index, from July 19, 2013 (the date our common stock commenced trading on the NYSE) through December 31, 2015. The graph tracks the performance of a $100 investment at the market close on July 19, 2013 in our Common Stock and in the S&P MidCap 400 Index and the S&P Composite 1500 Hotels, Resorts & Cruise Lines Index (with the reinvestment of all dividends and other distributions). The stock price performance reflected below is based on historical results and is not necessarily indicative of future stock price performance.

The Stock Performance Graph is not deemed to be “soliciting material” or to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of DRII under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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ITEM 6.     SELECTED FINANCIAL DATA

Set forth below is selected consolidated audited financial and operating data at the dates and for the periods indicated.

The financial and operating data set forth below (i) through July 24, 2013 is that of DRP and its subsidiaries, after giving retroactive effect to the Reorganization Transactions and (ii) after July 24, 2013 is that of DRII and its subsidiaries. Our historical results are not necessarily indicative of the results that may be expected in any future period. The selected consolidated statement of operations data for the years ended December 31, 2015, 2014 and 2013, and the selected consolidated balance sheet data as of December 31, 2015 and 2014 have been derived from our audited consolidated financial statements included elsewhere in this annual report. The selected consolidated statement of operations data for the years ended December 31, 2012 and 2011 and the selected historical consolidated balance sheet data as of December 31, 2013, 2012 and 2011 have been derived from our audited consolidated statements of operations for the years ended December 31, 2012 and 2011 and our audited consolidated balance sheets as of December 31, 2013, 2012 and 2011 which are not included in this annual report.

The selected consolidated financial and operating data set forth below should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"and our audited consolidated financial statements included elsewhere in this annual report.

	Year Ended December 31,
	2015			2014			2013			2012			2011
	($ in thousands, except as otherwise noted)
Statement of Operations Data:
Total revenues	$	954,040		$	844,566		$	729,788		$	523,668		$	391,021
Total costs and expenses	702,392			734,875			726,536			524,335			390,235
Income (loss) before provision (benefit) for income taxes and discontinued operations	251,648			109,691			3,252			(667		)	786
Provision (benefit) for income taxes	102,170			50,234			5,777			(14,310		)	(9,517		)
Net income (loss)	$	149,478		$	59,457		$	(2,525	)	$	13,643		$	10,303
Other Financial Data (Unaudited):
Capital expenditures	$	26,325		$	17,950		$	15,150		$	14,329		$	6,276
Net cash provided by (used in):
Operating activities	$	175,894		$	121,314		$	(2,158	)	$	22,374		$	13,099
Investing activities	$	(203,685	)	$	(17,100	)	$	(58,065	)	$	(69,355	)	$	(109,743	)
Financing activities	$	63,796		$	104,919		$	80,025		$	49,044		$	90,377
Operating Data:
Managed resorts (1)	99			93			93			79			71
Affiliated resorts and hotels (1)	247			236			210			180			144
Cruise itineraries (1)	4			4			4			4			4
Total destinations	350			333			307			263			219
Total number of tours (2)	229,782			220,708			207,075			180,981			146,261
Closing percentage (3)	15.0		%	14.4		%	14.5		%	14.8		%	14.4		%
Total number of VOI sale transactions (4)	34,528			31,759			29,955			26,734			21,093
Average VOI sale price per transaction (5)	$	21,285		$	18,988		$	16,771		$	12,510		$	10,490
Volume per guest (6)	$	3,198		$	2,732		$	2,426		$	1,848		$	1,513

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	As of December 31,
	2015		2014		2013		2012		2011
	($ in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	290,510	$	255,042	$	47,076	$	27,101	$	24,676
Vacation Interests notes receivable, net	622,607		498,662		405,454		312,932		283,302
Unsold Vacation Interests, net	358,278		262,172		298,110		315,867		256,805
Total assets	1,993,026		1,577,776		1,301,195		993,008		833,219
Senior Credit Facility, net of unamortized original issue discount	569,931		440,720		—		—		—
Securitization notes and Funding Facilities, net of unamortized original issue discount	642,758		509,208		391,267		256,302		250,895
Senior Secured Notes, net of unamortized original issue discount	—		—		367,892		416,491		415,546
Notes payable	4,750		4,612		23,150		137,906		71,514
Total liabilities	$	1,722,064	$	1,310,427	$	1,093,382	$	1,091,607	$	950,421

(1) As of the end of each period.

(2) Represents the number of sales presentations at our sales centers during the period presented.

(3) Represents the percentage of VOI sales closed relative to the total number of tours at our sales centers during the period presented.

(4) Represents the number of VOI sale transactions during the period presented.

(5) Represents the average purchase price (not in thousands) of VOIs sold during the period presented.

(6) Represents VOI sales (not in thousands) divided by the total number of tours during the period presented.

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

You should read the following discussion and analysis in conjunction with "Item 6. Selected Financial Data" and our consolidated financial statements and related notes in "Item 8. Financial Statements and Supplementary Data." The following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. See “Cautionary Statement Regarding Forward-Looking Statements” and "Item 1A. Risk Factors."

Overview

We are a global leader in the hospitality and vacation ownership industry, with a worldwide resort network of 379 destinations located in 35 countries, throughout the world, including the continental U.S., Hawaii, Canada, Mexico, the Caribbean, Central America, South America, Europe, Asia, Australia, New Zealand and Africa. Our resort network includes 109 resort properties with approximately 12,000 units that we manage and 250 affiliated resorts and hotels and 20 cruise itineraries (as of January 31, 2016), which we do not manage and do not carry our brand, but are a part of our resort network and are available for our members to use as vacation destinations.

We are led by an experienced management team that has delivered strong operating results through disciplined execution.

Our management team has taken a number of significant steps to refine our strategic focus, build our brand recognition and streamline our operations, including (i) maximizing revenue from our hospitality and management services business; (ii) driving innovation throughout our business, most significantly by infusing our hospitality focus into our customer interactions; and (iii) adding resorts to our network and owners to our owner base through complementary strategic acquisitions

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and efficiently integrating businesses acquired. We have also implemented growth strategies to increase our revenues while remaining consistent with our capital-efficient business model.

Significant 2015 Developments

HM&C Acquisition

Pursuant to the Homeowner Association Oversight, Consulting and Executive Management Services Agreement that we entered into with Hospitality Management and Consulting Service, LLC ("HM&C"), a Nevada limited liability company (the “HM&C Agreement”), HM&C has provided certain services to us, including the services of certain executive officers, including David F. Palmer, President and Chief Executive Officer, C. Alan Bentley, Executive Vice President and Chief Financial Officer, Howard S. Lanznar, Executive Vice President and Chief Administrative Officer, and other officers and employees and, through December 31, 2014, also provided the services of Stephen J. Cloobeck, our founder and Chairman.

On January 6, 2015, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), whereby we acquired from an entity controlled by Mr. Cloobeck and an entity controlled by Mr. Palmer (which entities owned 95.0% and 5.0% of the outstanding membership interests of HM&C, respectively), all of the outstanding membership interests in HM&C in exchange for an aggregate purchase price of $10,000 (the "HM&C Acquisition").

As a result of the HM&C Acquisition, effective January 1, 2015, transactions between us and HM&C were fully eliminated from our consolidated financial statements, as HM&C became our wholly-owned subsidiary.

Master Agreement

Concurrent with our entry into the Purchase Agreement, on January 6, 2015, we entered into a master agreement (the "Master Agreement") with Mr. Cloobeck, HM&C, JHJM Nevada I, LLC ("JHJM") and other entities controlled by Mr. Cloobeck or his immediate family members. Pursuant to the Master Agreement, the parties made certain covenants to and agreements with the other parties, including: (i) the termination effective as of January 1, 2015, of the services agreement between JHJM and HM&C; (ii) the conveyance to us of exclusive rights to market timeshare and vacation ownership properties from a prime location adjacent to Polo Towers on the "Las Vegas Strip," pursuant to the terms of an Assignment and Assumption Agreement; (iii) Mr. Cloobeck's agreement to various restrictive covenants, including non-competition, non-solicitation and non-interference covenants; and (iv) Mr. Cloobeck's grant to us of a license to use Mr. Cloobeck's persona, including his name, likeness and voice. In connection with the transactions contemplated by the Master Agreement, we paid Mr. Cloobeck or his designees an aggregate of $16.5 million and incurred $0.3 million in expenses related to this transaction.

In addition, in light of the termination of the services agreement between JHJM and HM&C and the existence of a director designation agreement dated July 17, 2013, we agreed in the Master Agreement that, at least through December 31, 2017, so long as Mr. Cloobeck is serving as a member of our Board of Directors, he will continue to be the Chairman of the Board and, in such capacity, will receive annual compensation equal to two times the compensation generally paid to other non-employee directors, and he, his spouse and children will receive medical insurance coverage.

Deconsolidation of the St. Maarten Resorts

Effective January 1, 2015, we assigned the rights and related obligations associated with assets we previously owned as the HOA of two properties located in St. Maarten to newly-created HOAs (the "St. Maarten HOAs"). Since then, we have had no beneficial interest in the St. Maarten HOAs, except through our ownership of VOIs, but continue to serve as the manager of the St. Maarten HOAs pursuant to customary management agreements. As a result, the operating results and the assets and liabilities of the St. Maarten properties were deconsolidated from our consolidated financial statements effective January 1, 2015 (with the exception of all employee-related liabilities, including a post-retirement benefit plan, which were transferred to the St. Maarten HOAs during the quarter ended September 30, 2015, and cash accounts, the majority of which are expected to be transferred to the St. Maarten HOAs during the quarter ending March 31, 2016) (the "St. Maarten Deconsolidation").

Gold Key Acquisition

On October 16, 2015, we completed the acquisition of substantially all of the assets of Ocean Beach Club, LLC, Gold Key Resorts, LLC, Professional Hospitality Resources, Inc., Vacation Rentals, LLC and Resort Promotions, Inc. (collectively, the “Gold Key Companies”) relating to their operation of their vacation ownership business in Virginia Beach, Virginia and the Outer Banks, North Carolina (the "Gold Key Acquisition"). We acquired management contracts, real property interests, unsold vacation ownership interests and other assets of the Gold Key Companies, adding six additional managed resorts to our resort network, in exchange for a cash purchase price of $167.5 million and the assumption of certain non-interest-bearing liabilities. At the closing of the Gold Key Acquisition, $6.2 million was deposited into an escrow account to support our obligations under a default recovery agreement, and is classified as restricted cash on our consolidated balance sheet.

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Senior Credit Facility Amendment

On December 3, 2015, we amended our Senior Credit Facility (as defined under "Liquidity and Capital Resources—Indebtedness—Senior Credit Facility") to provide for a $150.0 million incremental term loan (the "Incremental Term Loan"). We received $147.0 million in cash upon the closing of the Incremental Term Loan, which was issued with a 2.0% original issue discount. See "Liquidity and Capital Resources—Indebtedness—Senior Credit Facility" for a discussion of the Incremental Term Loan and the Senior Credit Facility.

Subsequent Events

On January 29, 2016, we completed the acquisition of the vacation ownership business of Intrawest Resort Club Group from Intrawest Resorts Holdings, Inc., through which we acquired management contracts, Vacation Interests notes receivable and other receivables, real property interests, unsold VOIs and other assets in exchange for $85.0 million in cash plus the assumption of certain non-interest-bearing liabilities (the "Intrawest Acquisition"). The Intrawest Acquisition added nine managed resorts located in the United States, Canada and Mexico to our resort network.

On February 24, 2016, our board of directors announced that it formed a Committee of Independent Directors to explore strategic alternatives to maximize shareholder value. There can be no assurance that this exploration will result in any strategic alternatives being announced or consummated. We do not intend to discuss or disclose further developments during this process unless and until the board of directors has approved a specific action or otherwise determined that further disclosure is appropriate. See "Item 1A. Risk Factors—We are exploring possible strategic alternatives; this process may not result in a transaction or other action that creates additional value for our stockholders, or any transaction or other action at all, and this process may be disruptive to our business."

Critical Accounting Policies, Key Revenue and Expenses and Use of Estimates

The discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). Critical accounting policies are those policies that, in management's view, are most important in the portrayal of our financial condition and results of operations.

The preparation of our financial statements requires us to make difficult and subjective judgments that affect the reported amounts of assets, liabilities, revenues and expenses, often as a result of the need to make estimates regarding matters that are inherently uncertain. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue, bad debts, unsold Vacation Interests, net, Vacation Interests cost of sales, stock-based compensation expense and income taxes. These estimates are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to our consolidated financial statements. See "Note 2—Summary of Significant Accounting Policies" of our consolidated financial statements included elsewhere in this annual report for further detail on these critical accounting policies. In addition, see "Note 2—Summary of Significant Accounting Policies" for detail on key revenue and expense items reported in our consolidated statement of operations and comprehensive income (loss).

Segment Reporting

For financial reporting purposes, we present our results of operations and financial condition in two business segments. The first business segment is hospitality and management services, which includes our operations related to the management of resort properties and Diamond Collections, revenue from our operation of the Clubs and the provision of other services. The second business segment, Vacation Interests sales and financing, includes our operations relating to the marketing and sales of our VOIs, as well as our consumer financing activities related to such sales. While certain line items reflected on our statement of operations and comprehensive income (loss) fall completely into one of these business segments, other line items relate to revenues or expenses which are applicable to both segments. For line items that are applicable to both segments, revenues or expenses are allocated by management as described under "Note 2—Summary of Significant Accounting Policies" of our consolidated financial statements included elsewhere in this annual report, which involve significant estimates. Certain expense items (principally corporate interest expense, depreciation and amortization and provision for income taxes) are not, in management's view, allocable to either of these business segments as they apply to the entire Company. In addition, general and administrative expenses are not allocated to either of our business segments because historically management has not allocated these expenses (which exclude hospitality and management services related overhead that is allocated to the HOAs and Collection Associations) for purposes of evaluating our different operational divisions. Accordingly, these expenses are presented under corporate and other.

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Management believes that it is impracticable to allocate specific assets and liabilities related to each business segment. In addition, management does not review balance sheets by business segment as part of its evaluation of operating segment performance. Consequently, no balance sheet segment reports have been presented.

We also provide financial information for our geographic segments based on the geographic locations of our subsidiaries in “Information Regarding Geographic Areas of Operation.”

Results of Operations

In comparing our results of operations between two periods, we sometimes refer to "same-store" results. When referring to same-store results of our hospitality and management services segment, we are referring to the results relating to management contracts with resorts in effect during the entirety of the two applicable periods. When referring to same-store results of our Vacation Interests sales and financing segment, we are referring to the results relating to sales centers open during the entirety of both of the applicable periods.

The following discussion includes (a) certain financial measures not in conformity with U.S. GAAP, specifically (i) management and member services expense excluding non-cash stock-based compensation expense and, for the year ended December 31, 2014, excluding the non-cash benefit related to the contract renegotiation with Interval International, Inc. ("Interval International"), an exchange company, as discussed below; (ii) advertising, sales and marketing expense excluding non-cash stock-based compensation expense; and (iii) general and administrative expense excluding non-cash stock-based compensation expense and, for the year ended December 31, 2015, excluding the cash charge related to the termination of the services agreement between JHJM and HMCS; and (b) a reconciliation of each such non-U.S. GAAP financial measure to the most directly comparable financial measure in accordance with U.S. GAAP. We exclude these items because management excludes them from its forecasts and evaluation of our operational performance and because we believe that the U.S. GAAP measures including these items are not indicative of our core operating results. The non-U.S. GAAP financial measures included in this annual report should not be considered in isolation from, or as an alternative to, any measure of financial performance calculated and presented in accordance with U.S. GAAP.

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Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

	Year Ended December 31, 2015										Year Ended December 31, 2014
	Hospitality and Management Services		Vacation Interests Sales and Financing		Corporate and Other			Total			Hospitality and Management Services		Vacation Interests Sales and Financing		Corporate and Other			Total
	(In thousands)
Revenues:
Management and member services	$	165,169	$	—	$	—		$	165,169		$	152,201	$	—	$	—		$	152,201
Consolidated resort operations	15,356		—		—			15,356			38,406		—		—			38,406
Vacation Interests sales, net of provision $0, $80,772, $0, $80,772, $0, $57,202, $0 and $57,202, respectively	—		624,283		—			624,283			—		532,006		—			532,006
Interest	—		78,989		1,330			80,319			—		66,849		1,549			68,398
Other	7,222		61,691		—			68,913			8,691		44,864		—			53,555
Total revenues	187,747		764,963		1,330			954,040			199,298		643,719		1,549			844,566
Costs and Expenses:
Management and member services	34,293		—		—			34,293			33,184		—		—			33,184
Consolidated resort operations	14,535		—		—			14,535			35,409		—		—			35,409
Vacation Interests cost of sales	—		28,721		—			28,721			—		63,499		—			63,499
Advertising, sales and marketing	—		350,411		—			350,411			—		297,095		—			297,095
Vacation Interests carrying cost, net	—		39,671		—			39,671			—		35,495		—			35,495
Loan portfolio	1,410		9,478		—			10,888			1,303		7,508		—			8,811
Other operating	—		28,371		—			28,371			—		22,135		—			22,135
General and administrative	—		—		112,501			112,501			—		—		102,993			102,993
Depreciation and amortization	—		—		34,521			34,521			—		—		32,529			32,529
Interest expense	—		16,895		31,581			48,476			—		15,072		41,871			56,943
Loss on extinguishment of debt	—		—		—			—			—		—		46,807			46,807
Impairments and other write-offs	—		—		12			12			—		—		240			240
Gain on disposal of assets	—		—		(8		)	(8		)	—		—		(265		)	(265		)
Total costs and expenses	50,238		473,547		178,607			702,392			69,896		440,804		224,175			734,875
Income (loss) before provision for income taxes	137,509		291,416		(177,277		)	251,648			129,402		202,915		(222,626		)	109,691
Provision for income taxes	—		—		102,170			102,170			—		—		50,234			50,234
Net income (loss)	$	137,509	$	291,416	$	(279,447	)	$	149,478		$	129,402	$	202,915	$	(272,860	)	$	59,457

Consolidated Results

Total revenues increased$109.4 million, or 13.0%, to $954.0 million for the year ended December 31, 2015 from $844.6 million for the year ended December 31, 2014. Total revenues for the year ended December 31, 2015 did not include any consolidated resort operations revenue associated with our resorts in St. Maarten as a result of the St. Maarten Deconsolidation, as compared to $24.7 million from our resorts in St. Maarten for the year ended December 31, 2014. Excluding the effect of the St. Maarten Deconsolidation, total revenues would have increased $134.1 million, or 16.4%, for the year ended December 31, 2015, as compared to the year ended December 31, 2014.

Total revenues in our hospitality and management services segment decreased by $11.6 million, or 5.8%, to $187.7 million for the year ended December 31, 2015 from $199.3 million for the year ended December 31, 2014.

Total revenues in our Vacation Interests sales and financing segment increased$121.3 million, or 18.8%, to $765.0 million for the year ended December 31, 2015 from $643.7 million for the year ended December 31, 2014. Revenues in our corporate and other segment decreased $0.2 million, or 14.1%, to $1.3 million for the year ended December 31, 2015 from $1.5 million for the year ended December 31, 2014.

Total costs and expenses decreased$32.5 million, or 4.4%, to $702.4 million for the year ended December 31, 2015 from $734.9 million for the year ended December 31, 2014. Total costs and expenses for the year ended December 31, 2015 included a $14.9 million non-cash stock-based compensation charge and a $7.8 million cash charge in connection with the termination of

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the services agreement between JHJM and HM&C, but did not include any consolidated resort operations expense associated with our resorts in St. Maarten as a result of the St. Maarten Deconsolidation. Total costs and expenses for the year ended December 31, 2014 included the following cash and non-cash items: (i) a $46.8 million loss on extinguishment of debt, of which $16.6 million was non-cash; (ii) a $16.2 million non-cash stock-based compensation charge; and (iii) $22.0 million in consolidated resort operations expense associated with our resorts in St. Maarten. Excluding the effect of the St. Maarten Deconsolidation, total costs and expenses would have decreased $10.5 million, or 1.5%, for the year ended December 31, 2015, as compared to the year ended December 31, 2014.

Hospitality and Management Services Segment

Management and Member Services Revenue. Total management and member services revenue increased$13.0 million, or 8.5%, to $165.2 million for the year ended December 31, 2015 from $152.2 million for the year ended December 31, 2014. Management fees increased as a result of increases in operating costs at the resort level, which generated higher management fee revenue on a same-store basis from 107 cost-plus management agreements. In addition, we generated incremental management fee revenue from the five cost-plus management agreements acquired in the Gold Key Acquisition. Furthermore, effective January 1, 2015, we completed the St. Maarten Deconsolidation, thus removing the revenues and expenses related to the two resorts in St. Maarten from our consolidated resort operations revenue and expense, respectively, while recognizing the management fee revenue associated with these resorts as management and member services revenue. Following the St. Maarten Deconsolidation, we recognized management fees with respect to such resorts of $3.2 million for the year ended December 31, 2015.

Consolidated Resort Operations Revenue. Consolidated resort operations revenue decreased$23.0 million, or 60.0%, to $15.4 million for the year ended December 31, 2015 from $38.4 million for the year ended December 31, 2014. This decrease was primarily attributable to the St. Maarten Deconsolidation effective January 1, 2015, which eliminated the consolidated resort operations revenue from these resorts from our consolidated financial statements. This decrease was partially offset by higher revenue from retail ticket sales operations and higher food and beverage revenues at certain restaurants that we own and manage.

Other Revenue. Other revenue decreased$1.5 million, or 16.9%, to $7.2 million for the year ended December 31, 2015 from $8.7 million for the year ended December 31, 2014. This decrease was primarily attributable to the reversal of a $1.1 million contingent liability associated with a previous business combination recorded during the year ended December 31, 2014.

Management and Member Services Expense. Management and member services expense increased$1.1 million, or 3.3%, to $34.3 million for the year ended December 31, 2015 from $33.2 million for the year ended December 31, 2014. For comparison purposes, the following table presents management and member services expense for the year ended December 31, 2015 and December 31, 2014 (in thousands), both on a U.S. GAAP basis and excluding the non-cash stock-based compensation and the non-cash benefit related to the contract renegotiation with Interval International, and such amounts as a percentage of management and member services revenue:

	Year Ended December 31,
	2015			2014
Management and member services expense	$	34,293		$	33,184
Less: Non-cash stock-based compensation	(1,307		)	(1,613		)
Plus: Non-cash benefit related to the contract renegotiation	—			1,780
Management and member services expense excluding non-cash stock-based     compensation and non-cash benefit related to the contract renegotiation	$	32,986		$	33,351
Management and member services expense as a % of management and member     services revenue	20.8		%	21.8		%
Management and member services expense excluding non-cash stock-based compensation and non-cash benefit related to the contract renegotiation as a % of management and member services revenue	20.0		%	21.9		%

In April 2014, we renegotiated our contract with Interval International, which relieved us from our obligation to repay the unearned portion of a marketing allowance to Interval International under the original contract and resulted in the release of this deferred revenue to the statement of operations and comprehensive income (loss) of $1.8 million as a reduction of exchange company costs for the year ended December 31, 2014. The decrease in management and member services expense (excluding the non-cash stock-based compensation charges and the non-cash benefit) as a percentage of management and member services

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revenue was attributable to the increase in management and members services revenue discussed above as well as efficiencies gained in connection with bringing a previously outsourced call center to an in-house operated facility.

Consolidated Resort Operations Expense. Consolidated resort operations expense decreased$20.9 million, or 59.0%, to $14.5 million for the year ended December 31, 2015 from $35.4 million for the year ended December 31, 2014. The decrease was primarily attributable to the St. Maarten Deconsolidation effective January 1, 2015, which eliminated the consolidated resort operations expense from these resorts from our consolidated financial statements. This decrease was partially offset by higher retail ticket sales expense as a result of higher ticket sales.

Vacation Interests Sales and Financing Segment

Vacation Interests Sales, Net. Vacation Interests sales, net increased$92.3 million, or 17.3%, to $624.3 million for the year ended December 31, 2015 from $532.0 million for the year ended December 31, 2014. The increase in Vacation Interests sales, net, was attributable to a $115.9 millionincrease in Vacation Interests sales revenue, partially offset by a $23.6 millionincrease in our provision for uncollectible Vacation Interests sales revenue.

The $115.9 millionincrease in Vacation Interests sales revenue during the year ended December 31, 2015 compared to the year ended December 31, 2014 was generated by sales growth on a same-store basis from 48 sales centers. The addition of five sales centers as a result of the Gold Key Acquisition did not have a material impact on Vacation Interests sales revenue for the year ended December 31, 2015 as the acquisition was completed in October 2015 and the remainder of the year is traditionally a lower sales season in Virginia Beach, Virginia.

Our volume per guest, or VPG (which represents Vacation Interests sales revenue divided by the number of tours) increased by $466, or 17.1%, to $3,198 for the year ended December 31, 2015 from $2,732 for the year ended December 31, 2014 as a result of a higher average sales price per transaction and a higher closing percentage (which represents the percentage of VOI sales transactions closed relative to the total number of tours at our sales centers during the period presented). The number of tours increased to 229,782 for the year ended December 31, 2015 from 220,708 for the year ended December 31, 2014. Our closing percentage increased to 15.0% for the year ended December 31, 2015, as compared to 14.4% for the year ended December 31, 2014. Our VOI sales transactions increased by 2,769 to 34,528 during the year ended December 31, 2015, compared to 31,759 transactions during the year ended December 31, 2014 and VOI average transaction size increased $2,297, or 12.1%, to $21,285 for the year ended December 31, 2015 from $18,988 for the year ended December 31, 2014. The increase in average sales price per transaction and the higher closing percentage (and as a result, higher VPG) were due principally to the continued focus on moving customer transactions towards a one-week equivalent sales price of $26,007 and the success of the hospitality driven sales and marketing initiatives, which are based upon the power of vacations for happier and healthier living.

Provision for uncollectible Vacation Interests sales revenue increased $23.6 million, or 41.2%, to $80.8 million for the year ended December 31, 2015 from $57.2 million for the year ended December 31, 2014. This increase was primarily due to higher gross Vacation Interests sales for the year ended December 31, 2015, as compared to the year ended December 31, 2014. In addition, this increase was attributable to a higher percentage of financed sales and a change of certain portfolio statistics during the year ended December 31, 2015, as compared to the year ended December 31, 2014. The weighted average FICO score of loans written during the years ended December 31, 2015 and 2014 were 754 and 755, respectively.

The allowance for Vacation Interests notes receivable as a percentage of gross Vacation Interests notes receivable was 21.5% as of December 31, 2015 and December 31, 2014, as reflected on our consolidated balance sheets included elsewhere in this annual report.

Interest Revenue. Interest revenue increased$12.2 million, or 18.2%, to $79.0 million for the year ended December 31, 2015 from $66.8 million for the year ended December 31, 2014. The increase was attributable to our Vacation Interests sales and financing segment, and was comprised of a $17.4 million increase resulting from a larger average outstanding balance in the Vacation Interests notes receivable portfolio during the year ended December 31, 2015, as compared to the year ended December 31, 2014. This increase was partially offset by (i) a decrease of $1.7 million attributable to a reduction in the weighted average interest rate on the portfolio and (ii) a decrease of $3.7 million associated with the increased amortization of deferred loan origination costs. Amortization of deferred loan origination costs was higher during the year ended December 31, 2015 due to the increase in deferred loan origination costs during the last several years, primarily as a result of higher Vacation Interests sales revenue and a higher percentage of such revenue that is financed.

Other Revenue. Other revenue increased$16.8 million, or 37.5%, to $61.7 million for the year ended December 31, 2015 from $44.9 million for the year ended December 31, 2014. During the year ended December 31, 2015, we received an aggregate of $6.0 million in installments from our insurance carrier under our business interruption insurance policy for business profits lost during the period that the Cabo Azul Resort remained closed as a result of the damage suffered in Hurricane Odile. In addition, non-cash incentives increased$5.6 million to $24.1 million for the year ended December 31, 2015 from $18.5 million for the year ended December 31, 2014. Non-cash incentives as a percentage of gross Vacation Interests sales

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revenue increased to 3.4% for the year ended December 31, 2015, as compared to 3.1% for the year ended December 31, 2014 due to a higher utilization of non-cash incentives by Vacation Interests purchasers. Furthermore, closing cost revenue increased as a result of higher Vacations Interests sales revenue.

Vacation Interests Cost of Sales. Vacation Interests cost of sales decreased$34.8 million, or 54.8%, to $28.7 million for the year ended December 31, 2015 from $63.5 million for the year ended December 31, 2014. This decrease was primarily attributable to changes in estimates under the relative sales value method including increases in the average selling price per point and a larger pool of low-cost inventory becoming eligible for capitalization in accordance with our IRAAs and other inventory recovery agreements during the year ended December 31, 2015 as compared to the year ended December 31, 2014. The decrease was partially offset by a $12.9 million increase in cost of sales related to an increase in Vacation Interests sales revenue and the $3.4 million impact of the Gold Key Acquisition in October 2015 on the relative sales value calculation. Vacation Interests cost of sales as a percentage of Vacation Interests sales, net decreased to 4.6% for the year ended December 31, 2015 from 11.9% for the year ended December 31, 2014. See "Note 2—Summary of Significant Accounting Policies—Vacation Interests Cost of Sales" of our consolidated financial statements included elsewhere in this annual report for additional information regarding the relative sales value method.

Advertising, Sales and Marketing Expense. Advertising sales and marketing expense increased$53.3 million, or 17.9%, to $350.4 million for the year ended December 31, 2015from $297.1 million for the year ended December 31, 2014. For comparison purposes, the following table presents advertising, sales and marketing expense for the year ended December 31, 2015 and December 31, 2014 (in thousands), both on a U.S. GAAP basis and excluding the non-cash stock-based compensation, and such amounts as a percentage of gross Vacation Interests sales:

	Year Ended December 31,
	2015			2014
Advertising, sales and marketing expense	$	350,411		$	297,095
Less: Non-cash stock-based compensation	(2,440		)	(2,198		)
Advertising, sales and marketing expense excluding non-cash stock-based     compensation	$	347,971		$	294,897
Advertising, sales and marketing expense as a % of gross Vacation Interests sales	49.7		%	50.4		%
Advertising, sales and marketing expense excluding non-cash stock-based     compensation as a % of gross Vacation Interests sales	49.4		%	50.0		%

The decrease in advertising, sales and marketing expense (excluding the non-cash stock-based compensation charges) as a percentage of gross Vacation Interests sales was primarily due to improved leverage of fixed costs through increased sales.

Vacation Interests Carrying Cost, Net. Vacation Interests carrying cost, net increased$4.2 million, or 11.8%, to $39.7 million for the year ended December 31, 2015 from $35.5 million for the year ended December 31, 2014. This increase was primarily due to (i) additional maintenance fee expense related to inventory that we own, including inventory we recovered pursuant to our IRAAs; (ii) an increase in the utilization of member benefits during the year ended December 31, 2015, as compared to the year ended December 31, 2014; and (iii) higher operating expenses as a result of an increase in rental activity. This increase was partially offset by an increase in rental revenue due to (a) more occupied room nights and higher average daily rates; (b) an increase in revenue recognized in connection with sampler and mini-vacation packages; and (c) an increase in resort fees generated.

Loan Portfolio Expense. Loan portfolio expense increased$2.1 million, or 23.6%, to $10.9 million for the year ended December 31, 2015 from $8.8 million for the year ended December 31, 2014. This increase was primarily attributable to higher operating expense resulting from a larger portfolio for the year ended December 31, 2015, as compared to the year ended December 31, 2014. This increase was partially offset by an increase in the amount of loan origination costs deferred pursuant to Accounting Standards Codification ("ASC") 310, "Receivables" ("ASC 310"). In accordance with ASC 310, we defer certain costs incurred in connection with consumer loan originations, which are then amortized over the life of the related consumer loans. An increase in the value of Vacation Interests notes receivable originated in the year ended December 31, 2015 resulted in higher loan origination costs deferred relative to the year ended December 31, 2014.

Other Operating Expense. Other operating expense increased$6.3 million, or 28.2%, to $28.4 million for the year ended December 31, 2015 from $22.1 million for the year ended December 31, 2014. Non-cash incentives increased$5.6 million to $24.1 million for the year ended December 31, 2015 from $18.5 million for the year ended December 31, 2014. Non-cash incentives as a percentage of gross Vacation Interests sales revenue were 3.4% for the year ended December 31, 2015 as compared to 3.1% for the year ended December 31, 2014. This increase was due to a higher utilization of non-cash incentives by Vacation Interests purchasers.

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Interest Expense. Interest expense increased$1.8 million, or 12.1%, to $16.9 million for the year ended December 31, 2015 from $15.1 million for the year ended December 31, 2014. The increase was primarily attributable to higher average outstanding balances under securitization notes and Funding Facilities during the year ended December 31, 2015, as compared to the year ended December 31, 2014. See "Liquidity and Capital Resources— Indebtedness" for the definition of and further detail on these borrowings.

Corporate and Other

Interest Revenue. Interest revenue in our corporate and other segment decreased$0.2 million, or 14.1%, to $1.3 million for the year ended December 31, 2015 from $1.5 million for the year ended December 31, 2014.

General and Administrative Expense.     General and administrative expense increased$9.5 million, or 9.2%, to $112.5 million for the year ended December 31, 2015 from $103.0 million for the year ended December 31, 2014. For comparison purposes, the following table presents general and administrative expense for the year ended December 31, 2015 and December 31, 2014 (in thousands), both on a U.S. GAAP basis and excluding the non-cash stock-based compensation and the cash charge in connection with the termination of the services agreement between JHJM and HM&C, and such amounts as a percentage of total revenue:

	Year Ended December 31,
	2015			2014
General and administrative expense	$	112,501		$	102,993
Less: Non-cash stock-based compensation	(10,596		)	(11,701		)
Less: Charge related to the termination of the service agreement	(7,830		)	—
General and administrative expense excluding non-cash stock-based compensation    and charge related to the termination of the service agreement	$	94,075		$	91,292
General and administrative expense as a % of total revenue	11.8		%	12.2		%
General and administrative expense excluding non-cash stock-based compensation    and charge related to the contract termination as a % of total revenue	9.9		%	10.8		%

General and administrative expense for the year ended December 31, 2015 also included $0.8 million in expenses related to the secondary offering of shares of our common stock by certain selling stockholders consummated in March 2015 (the "March 2015 Secondary Offering"). See "Liquidity and Capital Resources—Overview” for further detail on the March 2015 Secondary Offering. The decrease in general and administrative expense as a percentage of total revenue (excluding the non-cash stock-based compensation charges and charge relating to the termination of the service agreement) reflected the improved leverage of fixed costs over a higher revenue base.

Depreciation and Amortization. Depreciation and amortization increased$2.0 million, or 6.1%, to $34.5 million for the year ended December 31, 2015 from $32.5 million for the year ended December 31, 2014. This increase was primarily attributable to the addition of assets such as (i) intangible assets acquired in connection with the Master Agreement that we entered into in January 2015 and tangible and intangible assets acquired in connection with the Gold Key Acquisition in October 2015; (ii) information technology related projects and equipment in 2015; and (iii) renovation projects at certain sales centers in 2015.

Interest Expense. Interest expense decreased$10.3 million, or 24.6%, to $31.6 million for the year ended December 31, 2015 from $41.9 million for the year ended December 31, 2014. Cash interest, debt issuance cost amortization and debt discount amortization relating to the 12.0% senior secured notes originally due in 2018 (the "Senior Secured Notes") were $21.0 million lower for the year ended December 31, 2015, as compared to the year ended December 31, 2014 due to the redemption of the Senior Secured Notes on June 9, 2014. See "—Loss on Extinguishment of Debt" below for further detail on the redemption. The above decreases were partially offset by $9.3 million of cash interest, debt issuance cost amortization and debt discount amortization relating to the Senior Credit Facility recorded since May 9, 2014, the date on which we closed the Senior Credit Facility, and the Incremental Term Loan completed in December 2015. See "Liquidity and Capital Resources—Indebtedness” for a further discussion of the Senior Credit Facility.

Loss on Extinguishment of Debt. Loss on extinguishment of debt was zero for the year ended December 31, 2015 and $46.8 million for the year ended December 31, 2014.

On May 9, 2014, we repaid all outstanding indebtedness under three inventory loans assumed in connection with previous acquisitions using a portion of the proceeds from the term loan portion of the Senior Credit Facility. Unamortized debt issuance cost on these inventory loans of $0.1 million was recorded as a loss on extinguishment of debt.

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In addition, on May 9, 2014, we terminated our previous revolving credit facility in conjunction with our entry into the Senior Credit Facility and recorded a $0.9 million loss on extinguishment of debt related to unamortized debt issuance costs.

On June 9, 2014, we redeemed the then-outstanding principal amount under the Senior Secured Notes using a portion of the proceeds from the term loan portion of the Senior Credit Facility. As a result, $30.2 million of redemption premium, $9.4 million of unamortized debt issuance cost and $6.1 million of unamortized debt discount were recorded as a loss on extinguishment of debt.

Income Taxes. Provision for income taxes was $102.2 million for the year ended December 31, 2015, as compared to $50.2 million for the year ended December 31, 2014. The increase was due to an increase in our income before provision for income taxes. There are numerous timing differences in our reporting of income and expenses for financial reporting and income tax reporting purposes, which include, but are not limited to, the use of the installment method of accounting for reporting of VOI sales and interest income, stock-based compensation expense and the utilization of our net operating loss carry forwards ("NOLs").

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Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

	Year Ended December 31, 2014										Year Ended December 31, 2013
	Hospitality and Management Services		Vacation Interests Sales and Financing		Corporate and Other			Total			Hospitality and Management Services		Vacation Interests Sales and Financing		Corporate and Other			Total
	(In thousands)
Revenues:
Management and member services	$	152,201	$	—	$	—		$	152,201		$	131,238	$	—	$	—		$	131,238
Consolidated resort operations	38,406		—		—			38,406			35,512		—		—			35,512
Vacation Interests sales, net of provision of $0, $57,202, $0, $57,202, $0, $44,670, $0 and $44,670, respectively	—		532,006		—			532,006			—		464,613		—			464,613
Interest	—		66,849		1,549			68,398			—		55,601		1,443			57,044
Other	8,691		44,864		—			53,555			8,673		32,708		—			41,381
Total revenues	199,298		643,719		1,549			844,566			175,423		552,922		1,443			729,788
Costs and Expenses:
Management and member services	33,184		—		—			33,184			37,907		—		—			37,907
Consolidated resort operations	35,409		—		—			35,409			34,333		—		—			34,333
Vacation Interests cost of sales	—		63,499		—			63,499			—		56,695		—			56,695
Advertising, sales and marketing	—		297,095		—			297,095			—		258,451		—			258,451
Vacation Interests carrying cost, net	—		35,495		—			35,495			—		41,347		—			41,347
Loan portfolio	1,303		7,508		—			8,811			1,111		8,520		—			9,631
Other operating	—		22,135		—			22,135			—		12,106		—			12,106
General and administrative	—		—		102,993			102,993			—		—		145,925			145,925
Depreciation and amortization	—		—		32,529			32,529			—		—		28,185			28,185
Interest expense	—		15,072		41,871			56,943			—		16,411		72,215			88,626
Loss on extinguishment of debt	—		—		46,807			46,807			—		—		15,604			15,604
Impairments and other write-offs	—		—		240			240			—		—		1,587			1,587
Gain on disposal of assets	—		—		(265		)	(265		)	—		—		(982		)	(982		)
Gain on bargain purchase from business combinations	—		—		—			—			—		—		(2,879		)	(2,879		)
Total costs and expenses	69,896		440,804		224,175			734,875			73,351		393,530		259,655			726,536
Income (loss) before provision for income taxes	129,402		202,915		(222,626		)	109,691			102,072		159,392		(258,212		)	3,252
Provision for income taxes	—		—		50,234			50,234			—		—		5,777			5,777
Net income (loss)	$	129,402	$	202,915	$	(272,860	)	$	59,457		$	102,072	$	159,392	$	(263,989	)	$	(2,525	)

Consolidated Results

Total revenues increased$114.8 million, or 15.7%, to $844.6 million for the year ended December 31, 2014 from $729.8 million for the year ended December 31, 2013. Total revenues in our hospitality and management services segment increased by $23.9 million, or 13.6%, to $199.3 million for the year ended December 31, 2014 from $175.4 million for the year ended December 31, 2013. Total revenues in our Vacation Interests sales and financing segment increased$90.8 million, or 16.4%, to $643.7 million for the year ended December 31, 2014 from $552.9 million for the year ended December 31, 2013. Revenues in our corporate and other segment were $1.5 million for the year ended December 31, 2014 and $1.4 million for the year ended December 31, 2013.

Total costs and expenses increased $8.4 million, or 1.1%, to $734.9 million for the year ended December 31, 2014 from $726.5 million for the year ended December 31, 2013. Total costs and expenses for the year ended December 31, 2014 included the following cash and non-cash items totaling $63.0 million: (i) a $46.8 million loss on extinguishment of debt, of which $16.6 million was non-cash and (ii) a $16.2 million non-cash stock-based compensation charge. Total costs and expenses for the year ended December 31, 2013 included the following cash and non-cash items totaling $63.8 million: (i) a $40.5 million non-cash stock-based compensation charge, primarily attributable to immediately-vested stock options issued in connection with the consummation of the IPO during the year ended December 31, 2013 (see "Note 21—Stock-Based Compensation" of our consolidated financial statements included elsewhere in this annual report for further detail on these stock options); (ii) a $15.6

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million loss on extinguishment of debt, of which $7.5 million was non-cash; and (iii) a $10.5 million charge related to the final settlement of a lawsuit related to a dispute over certain parcels of land in Mexico (the "Alter Ego Suit"), $5.5 million of which was non-cash and represented the carrying value of our interest in these parcels that were transferred to the plaintiff upon settlement of the lawsuit, partially offset by a $2.9 million gain on bargain purchase from business combinations resulting from the July 24, 2013 acquisition of management agreements for certain resorts from Monarch Owner Services, LLC, Resort Services Group, LLC and Monarch Grand Vacations Management, LLC for $47.4 million in cash (the "PMR Service Companies Acquisition").

Hospitality and Management Services Segment

Management and Member Services Revenue. Total management and member services revenue increased$21.0 million, or 16.0%, to $152.2 million for the year ended December 31, 2014 from $131.2 million for the year ended December 31, 2013. Management fees increased as a result of the inclusion of the managed resorts from the Island One Acquisition and the PMR Service Companies Acquisition for the entirety of the year ended December 31, 2014, as compared to only a portion of the year ended December 31, 2013, and increases in operating costs at the resort level, which generated higher management fee revenue on a same-store basis from 91 cost-plus management agreements. We also experienced higher revenue from our Club operations in the year ended December 31, 2014, as compared to the year ended December 31, 2013, due to additional members acquired as a result of the Island One Acquisition, as well as higher membership dues. The increases in management fee revenue and revenue from the Clubs were partially offset by the elimination of commissions earned on the fee-for-service management agreements with Island One, Inc., which were terminated in conjunction with the Island One Acquisition on July 24, 2013.

Consolidated Resort Operations Revenue. Consolidated resort operations revenue increased$2.9 million, or 8.1%, to $38.4 million for the year ended December 31, 2014 from $35.5 million for the year ended December 31, 2013. The increase was primarily due to higher owner maintenance fee and assessment revenue recorded by our two resorts in St. Maarten, higher food and beverage revenues at certain restaurants that we own and manage and higher revenue from retail ticket sales operations acquired in the Island One Acquisition. These increases were partially offset by lower revenue as a result of the leasing of certain golf courses to a third party during the second half of 2013.

Other Revenue. Other revenue was $8.7 million for each of the years ended December 31, 2014 and 2013.

Management and Member Services Expense. Management and member services expense decreased$4.7 million, or 12.5%, to $33.2 million for the year ended December 31, 2014 from $37.9 million for the year ended December 31, 2013. For comparison purposes, the following table presents management and member services expense for the years ended December 31, 2014 and 2013 (in thousands), both on a U.S. GAAP basis and excluding the non-cash stock-based compensation and the non-cash benefit related to a contract renegotiation with Interval International, and such amounts as a percentage of management and member services revenue:

	Year Ended December 31,
	2014			2013
Management and member services expense	$	33,184		$	37,907
Less: Non-cash stock-based compensation	(1,613		)	(860		)
Plus: Non-cash benefit related to a contract renegotiation	1,780			—
Management and member services expense excluding non-cash stock-based compensation and non-cash benefit related to a contract renegotiation	$	33,351		$	37,047
Management and member services expense as a % of management and member services revenue	21.8		%	28.9		%
Management and member services expense excluding non-cash stock-based compensation and non-cash benefit related to a contract renegotiation as a %     of management and member services revenue	21.9		%	28.2		%

See "—Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014" for further detail on the contract renegotiation with Interval International. The decrease in management and member services expense (excluding the non-cash stock-based compensation charges and the non-cash benefit) as a percentage of management and member services revenue was primarily attributable to increased recovery of our expenses incurred on behalf of the HOAs and the Collection Associations we manage and the elimination of the costs incurred under the fee-for-service agreements with Island One, Inc. that terminated in conjunction with the Island One Acquisition on July 24, 2013.

Consolidated Resort Operations Expense. Consolidated resort operations expense increased$1.1 million, or 3.1%, to $35.4 million for the year ended December 31, 2014 from $34.3 million for the year ended December 31, 2013. Consolidated

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resort operations expense as a percentage of consolidated resort operations revenue decreased4.5% to 92.2% for the year ended December 31, 2014 from 96.7% for the year ended December 31, 2013. This decrease was primarily due to the leasing of certain golf courses to a third party during the second half of 2013, partially offset by higher operational expenses at our two resorts in St. Maarten, an increase in expenses associated with the retail ticket sales operations acquired in the Island One Acquisition and higher food and beverage expenses at certain restaurants that we own and manage.

Vacation Interests Sales and Financing Segment

Vacation Interests Sales, Net. Vacation Interests sales, net increased$67.4 million, or 14.5%, to $532.0 million for the year ended December 31, 2014 from $464.6 million for the year ended December 31, 2013. The increase in Vacation Interests sales, net, was attributable to a $79.9 millionincrease in Vacation Interests sales revenue, partially offset by a $12.5 million increase in our provision for uncollectible Vacation Interests sales revenue.

The $79.9 millionincrease in Vacation Interests sales revenue during the year ended December 31, 2014 compared to the year ended December 31, 2013 was generated by sales growth on a same-store basis from 46 sales centers due to an increase in the number of tours and an increase in our VPG, as well as the revenue contribution from our sales centers acquired in connection with the Island One Acquisition for the entirety of the year ended December 31, 2014, as compared to only a portion of the year ended December 31, 2013.

VPG increased by $306, or 12.6%, to $2,732 for the year ended December 31, 2014 from $2,426 for the year ended December 31, 2013. The number of tours increased to 220,708 for the year ended December 31, 2014 from 207,075 for the year ended December 31, 2013. Our closing percentage remained relatively flat at 14.4% for the year ended December 31, 2014, as compared to 14.5% for the year ended December 31, 2013. Our VOI sales transactions increased by 1,804 to 31,759 during the year ended December 31, 2014, compared to 29,955 transactions during the year ended December 31, 2013 and VOI average transaction size increased $2,217, or 13.2%, to $18,988 for the year ended December 31, 2014 from $16,771 for the year ended December 31, 2013. The increase in average sales price per transaction while maintaining a consistent closing percentage and the resulting increase in VPG, was due principally to a change in our focus on selling larger point packages and the success of the sales and marketing initiatives implemented in association with this strategy.

Sales incentives increased$8.9 million, or 79.9%, to $20.0 million for the year ended December 31, 2014 from $11.1 million for the year ended December 31, 2013. As a percentage of gross Vacation Interests sales revenue, sales incentives were 3.4% for the year ended December 31, 2014, compared to 2.2% for the year ended December 31, 2013. The amount we record as sales incentives in each reporting period is reduced by an estimate of the amount of such sales incentives that we do not expect customers to redeem. During the first half of 2013, we completed the process of collecting adequate data regarding historical usage of our sales incentives provided under a program implemented in December 2011, and, based upon such data, the amount recorded as sales incentives for this period was reduced, and our Vacation Interests sales revenue was increased, by $3.2 million relating to the expiration, and expected future expiration, of sales incentives provided to customers prior to the six months ended June 30, 2013. No such reduction of sales incentives relating to prior periods was recorded for the year ended December 31, 2014. Due to the ongoing success of the program implemented in December 2011, usage of sales incentives continued to trend upward, resulting in an increase in sales incentives recorded for the year ended December 31, 2014, as compared to the year ended December 31, 2013. Excluding the $3.2 million reduction for the year ended December 31, 2013, sales incentives as a percentage of gross Vacation Interests sales revenue were 3.4% for the year ended December 31, 2014 compared to 2.8% for the year ended December 31, 2013.

Provision for uncollectible Vacation Interests sales revenue increased $12.5 million, or 28.1%, to $57.2 million for the year ended December 31, 2014 from $44.7 million for the year ended December 31, 2013, primarily due to the increase in Vacation Interests sales revenue and an increase in the percentage of financed Vacation Interests sales for the year ended December 31, 2014, as compared to the year ended December 31, 2013. The allowance for Vacation Interests notes receivable as a percentage of gross Vacation Interests notes receivable was 21.5% as of December 31, 2014, as compared to 21.3% as of December 31, 2013.

Interest Revenue. Interest revenue increased$11.2 million, or 20.2%, to $66.8 million for the year ended December 31, 2014 from $55.6 million for the year ended December 31, 2013. The increase was comprised of a $15.6 million increase resulting from a larger average outstanding balance in the Vacation Interests notes receivable portfolio during the year ended December 31, 2014, as compared to the year ended December 31, 2013. This increase was partially offset by (i) a decrease of $1.6 million attributable to a reduction in the weighted average interest rate on the portfolio and (ii) a decrease of $3.5 million associated with the amortization of deferred loan origination costs. Amortization of deferred loan origination costs increased during the year ended December 31, 2014 due to the increase in deferred loan origination costs during the last several years, primarily as a result of higher Vacation Interests sales revenue and a higher percentage of such revenue that is financed.

Other Revenue. Other revenue increased$12.2 million, or 37.2%, to $44.9 million for the year ended December 31, 2014 from $32.7 million for the year ended December 31, 2013. Non-cash incentives increased $9.2 million to $18.5 million

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for the year ended December 31, 2014 from $9.3 million for the year ended December 31, 2013. The increase was primarily due to higher gross Vacation Interests sales revenue for the year ended December 31, 2014, as compared to the year ended December 31, 2013 and a $3.2 million reduction of sales incentives recorded for the year ended December 31, 2013 resulting from the expiration, and expected future expiration, of sales incentives we provided to customers. Excluding the $3.2 million reduction in sales incentives for the year ended December 31, 2013, non-cash incentives as a percentage of gross Vacation Interests sales revenue were 3.1% for the year ended December 31, 2014, as compared to 2.5% for the year ended December 31, 2013. This increase was due to the ongoing success of the sales incentive program implemented in December 2011, which usage has continued to trend upward resulting in an increase in sales incentives recorded. In addition, other revenue increased for the year ended December 31, 2014, as compared to the year ended December 31, 2013, due to higher closing fee revenue resulting from the increase in the number of VOI transactions closed.

Vacation Interests Cost of Sales. Vacation Interests cost of sales increased$6.8 million or 12.0%, to $63.5 million for the year ended December 31, 2014 from $56.7 million for the year ended December 31, 2013. This increase consisted of an $8.6 million increase related to an increase in Vacation Interests sales revenue, partially offset by a $1.8 million decrease resulting from changes in estimates under the relative sales value method. These changes related to a larger average selling price per point, partially offset by a smaller pool of low-cost inventory becoming eligible for capitalization in accordance with our IRAAs during the year ended December 31, 2014 as compared to the year ended December 31, 2013. Vacation Interests cost of sales as a percentage of Vacation Interests sales, net decreased to 11.9% for the year ended December 31, 2014 from 12.2% for the year ended December 31, 2013.

Advertising, Sales and Marketing Expense. Advertising sales and marketing expense increased$38.6 million, or 15.0%, to $297.1 million for the year ended December 31, 2014 from $258.5 million for the year ended December 31, 2013. For comparison purposes, the following table presents advertising, sales and marketing expense for the years ended December 31, 2014 and 2013 (in thousands), both on a U.S. GAAP basis and excluding the non-cash stock-based compensation, and such amounts as a percentage of gross Vacation Interests sales:

	Year Ended December 31,
	2014			2013
Advertising, sales and marketing expense	$	297,095		$	258,451
Less: Non-cash stock-based compensation	(2,198		)	(2,105		)
Advertising, sales and marketing expense excluding non-cash stock-based compensation	$	294,897		$	256,346
Advertising, sales and marketing expense as a % of gross Vacation Interests sales	50.4		%	50.7		%
Advertising, sales and marketing expense excluding non-cash stock-based compensation as a % of gross Vacation Interests sales	50.0		%	50.3		%

The decrease in advertising, sales and marketing expense (excluding the non-cash stock-based compensation charges) as a

percentage of gross Vacation Interests sales was primarily due to improved leverage of fixed costs through increased sales.

Vacation Interests Carrying Cost, Net. Vacation Interests carrying cost, net decreased$5.8 million, or 14.2%, to $35.5 million for the year ended December 31, 2014 from $41.3 million for the year ended December 31, 2013. This decrease was primarily due to (i) an increase in revenue due to an increase in the number of, and the average price of, sampler programs ("Sampler Packages") sold, as a result of our increased focus on selling higher-priced Sampler Packages; (ii) more occupied room nights and higher average daily rates; and (iii) an increase in rental revenue attributable to the inclusion of VOIs available for rent from the Island One Acquisition completed on July 24, 2013. This decrease was partially offset by (a) additional maintenance fee expense related to delinquent inventory recovered pursuant to IRAAs no longer eligible for capitalization, during the year ended December 31, 2014, as compared to the year ended December 31, 2013; (b) higher operating expenses as a result of a rise in rental activity; and (c) an increase in additional maintenance fees expense incurred related to the inventory acquired in the Island One Acquisition.

Loan Portfolio Expense. Loan portfolio expense decreased$0.8 million, or 8.5%, to $8.8 million for the year ended December 31, 2014 from $9.6 million for the year ended December 31, 2013. This decrease was primarily attributable to an increase in the amount of loan origination costs deferred pursuant to ASC 310. In accordance with ASC 310, we defer certain costs incurred in connection with consumer loan originations, which are then amortized over the life of the related consumer loans. An increase in the value of Vacation Interests notes receivable originated in the year ended December 31, 2014 resulted in higher loan origination costs deferred relative to the year ended December 31, 2013.

Other Operating Expense. Other operating expense increased$10.0 million, or 82.8%, to $22.1 million for the year ended December 31, 2014 from $12.1 million for the year ended December 31, 2013. Non-cash incentives increased$9.2 million to $18.5 million for the year ended December 31, 2014 from $9.3 million for the year ended December 31, 2013. This

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increase was primarily due to higher gross Vacation Interests sales revenue for the year ended December 31, 2014, as compared to the year ended December 31, 2013 and a $3.2 million reduction of sales incentives recorded for the year ended December 31, 2013 resulting from the expiration, and expected future expiration, of sales incentives we provided to customers. Excluding the $3.2 million reduction in sales incentives for the year ended December 31, 2013, non-cash incentives as a percentage of gross Vacation Interests sales revenue were 3.1% for the year ended December 31, 2014 as compared to 2.5% for the year ended December 31, 2013. This increase was due to the ongoing success of the sales incentive program implemented in December 2011, which usage has continued to trend upward resulting in an increase in sales incentives recorded.

Interest Expense. Interest expense decreased$1.3 million, or 8.2%, to $15.1 million for the year ended December 31, 2014 from $16.4 million for the year ended December 31, 2013. The decrease was primarily attributable to our principal pay down of securitization notes and Funding Facilities bearing higher interest rates and their replacement with those bearing lower interest rates, partially offset by higher interest expense due to higher average outstanding balances under securitization notes and Funding Facilities during the year ended December 31, 2014, as compared to the year ended December 31, 2013. See "Liquidity and Capital Resources— Indebtedness" for the definition of and further detail on these borrowings.

Corporate and Other

Other Revenue. Total revenue in our corporate and other segment increased$0.1 million, or 7.3%, to $1.5 million for the year ended December 31, 2014 from $1.4 million for the year ended December 31, 2013.

General and Administrative Expense. General and administrative expenses decreased$42.9 million, or 29.4%, to $103.0 million for the year ended December 31, 2014 from $145.9 million for the year ended December 31, 2013. For comparison purposes, the following table presents general and administrative expense for the years ended December 31, 2014 and 2013 (in thousands), both on a U.S. GAAP basis and excluding the non-cash stock-based compensation and the charge related to the final settlement of the Alter Ego Suit, and such amounts as a percentage of total revenue:

	Year Ended December 31,
	2014			2013
General and administrative expense	$	102,993		$	145,925
Less: Non-cash stock-based compensation	(11,701		)	(37,044		)
Less: Charge related to the final settlement of the Alter Ego Suit	—			(10,508		)
General and administrative expense excluding non-cash stock-based compensation    and the charge related to the final settlement of the Alter Ego Suit	$	91,292		$	98,373
General and administrative expense as a % of total revenue	12.2		%	20.0		%
General and administrative expense excluding non-cash stock-based compensation    and the charge related to the final settlement of the Alter Ego Suit as a % of total    revenue	10.8		%	13.5		%

For the years ended December 31, 2014 and 2013, general and administrative expense included $11.7 million and $37.0 million, respectively, of non-cash stock-based compensation charges related to stock options issued in connection with, and since, the consummation of the IPO. In addition, during the year ended December 31, 2013, there was a $10.5 million charge ($5.5 million of which was non-cash) related to the final settlement of the Alter Ego Suit. Excluding these non-cash and other charges, general and administrative expense decreased 7.2% for the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to increased recovery of our expenses incurred on behalf of the HOAs and the Collection Associations we manage.

Depreciation and Amortization. Depreciation and amortization increased$4.3 million, or 15.4%, to $32.5 million for the year ended December 31, 2014 from $28.2 million for the year ended December 31, 2013. This increase was primarily attributable to the addition of depreciable and amortizable assets in connection with the Island One Acquisition and the PMR Service Companies Acquisition (both completed on July 24, 2013), information technology related projects in 2014 and equipment and renovation projects at certain sales centers in 2014.

Interest Expense. Interest expense decreased$30.3 million, or 42.0%, to $41.9 million for the year ended December 31, 2014 from $72.2 million for the year ended December 31, 2013. Cash interest, debt issuance cost amortization and debt discount amortization relating to the Senior Secured Notes were $30.5 million lower for the year ended December 31, 2014 due to the consummation of the tender offer in August 2013, which resulted in the repurchase of Senior Secured Notes in an aggregate principal amount of $50.6 million (the "Tender Offer") and the redemption of the Senior Secured Notes on June 9, 2014. Cash and paid-in-kind interest and debt issuance cost amortization in connection with an acquisition loan (which we entered into on May 21, 2012 in connection with a business combination and repaid in full on July 24, 2013) were $7.4 million lower due to their inclusion in a majority of the year ended December 31, 2013, whereas no such cash and paid-in-kind interest

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and debt issuance cost amortization was recorded in the year ended December 31, 2014. Cash and paid-in-kind interest and debt issuance cost amortization in connection with another acquisition loan (which we entered into on July 1, 2011 in connection with a business combination and repaid in full on July 24, 2013) were $5.8 million lower due to their inclusion in a majority of the year ended December 31, 2013, whereas no such cash and paid-in-kind interest and debt issuance cost amortization was recorded in the year ended December 31, 2014. Furthermore, cash interest and debt issuance cost amortization relating to three inventory loans (previously entered into in connection with various acquisitions) was $1.8 million lower due to their payoff on May 9, 2014. The above decreases were partially offset by $17.2 million of cash interest, debt issuance cost amortization and debt discount amortization relating to the Senior Credit Facility recorded since May 9, 2014, the date on which we closed the Senior Credit Facility.

Loss on Extinguishment of Debt. Loss on extinguishment of debt was $46.8 million for the year ended December 31, 2014 and $15.6 million for the year ended December 31, 2013.

See "—Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014—Loss on extinguishment of Debt" for further detail on the 2014 transactions.

On July 24, 2013, we repaid all outstanding indebtedness under two acquisition loans (previously entered into in connection with certain acquisitions) using the proceeds from the IPO. The unamortized debt issuance cost on both acquisition loans and the additional exit fees paid totaling $4.9 million were recorded as loss on extinguishment of debt.

In addition, on August 23, 2013, unamortized debt issuance cost associated with the Senior Secured Notes and the call premium paid upon the completion of the Tender Offer, totaling $8.5 million, were recorded as loss on extinguishment of debt.

On October 21, 2013, we redeemed notes issued under a previous securitization transaction completed in 2009 using proceeds from borrowings under the Conduit Facility. The unamortized debt issuance costs and debt discount totaling $2.2 million were recorded as a loss on extinguishment of debt.

Impairments and Other Write-offs. Impairments and other write-offs were $0.2 million for the year ended December 31, 2014 and $1.6 million for the year ended December 31, 2013. The impairments for the year ended December 31, 2013 were attributable to the write down of a parcel of real estate acquired in connection with a previous business combination completed in 2012 to its net realizable value based on a third-party appraisal and the write off of obsolete sales materials.

Gain on Disposal of Assets. Gain on disposal of assets was $0.3 million for the year ended December 31, 2014 and $1.0 million for the year ended December 31, 2013. The gain on disposal of assets recorded for the year ended December 31, 2013 was primarily attributable to the sale of real estate at certain European locations recorded during the year ended December 31, 2013.

Gain on Bargain Purchase from Business Combinations. Gain on bargain purchase from business combinations was zero for the year ended December 31, 2014, compared to $2.9 million for the year ended December 31, 2013. The gain on bargain purchase from business combinations recorded for the year ended December 31, 2013 was attributable to the fair value of the assets acquired, net of the liabilities assumed, in the PMR Service Companies Acquisition in 2013, which exceeded the purchase price due primarily to the fact that the assets were purchased as part of a distressed sale.

Income Taxes. Provision for income taxes was $50.2 million for the year ended December 31, 2014, as compared to $5.8 million for the year ended December 31, 2013. The increase was due to an increase in our income before provision for income taxes. There are numerous timing differences in our reporting of income and expenses for financial reporting and income tax reporting purposes, which include, but are not limited to, the use of the installment method of accounting for reporting of VOI sales and interest income, stock-based compensation expense and the utilization of our NOLs.

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Liquidity and Capital Resources

Overview. We had $290.5 million and $255.0 million in cash and cash equivalents as of December 31, 2015 and 2014, respectively. Our primary sources of liquidity have historically been cash from operations and the financings discussed below.

We used cash of $80.3 million and $44.4 million during the years ended December 31, 2015 and 2014, respectively, for (i) acquisitions of VOI inventory pursuant to our IRAAs and in open market and bulk VOI inventory purchases; (ii) capitalized legal, title and trust fees related to the recovery of inventory; and (iii) construction of VOI inventory. Of these total cash amounts (which do not reflect our acquisition of inventory in the Gold Key Acquisition or the subsequent repurchase of inventory during the fourth quarter of 2015 in accordance with a related default recovery agreement), $18.2 million and $1.3 million were used for the construction of VOI inventory during the years ended December 31, 2015 and 2014, respectively, primarily related to construction of new units at the Cabo Azul Resort located in San Jose Del Cabo, Mexico.

Between November 2014 and December 31, 2015, we repurchased our common stock in the open market and in privately negotiated transactions in accordance with our Stock Repurchase Program. See "Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer purchases of Equity Securities" for further detail regarding the Stock Repurchase Program.

In connection with the March 2015 Secondary Offering, certain selling stockholders sold an aggregate of 7,502,316 shares of our common stock in an underwritten public offering. We did not sell any stock in the offering and did not receive any proceeds from the offering. We purchased from the underwriter 1,515,582 of the shares sold by the selling stockholders in the offering at $32.99 per share (the same price per share at which the underwriter purchased shares from the selling stockholders), for a total purchase price of $50.0 million.

The following table summarizes stock repurchase activity under the Stock Repurchase Program (cost in thousands):

	Shares		Cost		Average Price Per Share
From inception through December 31, 2014	642,900		$	16,077	$	25.01
For the year ended December 31, 2015 (a)	5,713,554		163,545		$	28.62
Total from inception through December 31, 2015 (a)	6,356,454	(b)	$	179,622	$	28.26

(a) Includes the purchase of 1,515,582 shares from the underwriter for $50.0 million in the March 2015 Secondary Offering at a price of $32.99 per share.

(b) Shares of our common stock repurchased by us pursuant to the Stock Repurchase Program. As of December 31, 2015, 4,134,071of the repurchased shares previously held in treasury have been retired.

The Senior Credit Facility limits our ability to make restricted payments, including the payment of dividends or expenditures for stock repurchases. As of December 31, 2015, the available basket for restricted payments, including purchases under our Stock Repurchase Program, was $3.5 million, subject to change based on our future financial performance.

In September 2014, Hurricane Odile, a category 4 hurricane, inflicted widespread damage on the Baja California peninsula, particularly in San Jose Del Cabo, in which the Cabo Azul Resort, one of our managed resorts, is located. Hurricane Odile caused significant damage to the buildings as well as the facilities and amenities at the Cabo Azul Resort, including unsold Vacation Interests and property and equipment owned by us; however, we believe we have sufficient property insurance coverage so that damage caused by Hurricane Odile on our unsold Vacation Interests, net and property and equipment, net will not have a material impact on our financial condition or results of operations related to these assets. During the year ended December 31, 2015, we received $5.0 million in proceeds from our insurance carrier for property damage resulting from Hurricane Odile. These proceeds are classified as cash flows from operating activities in our consolidated statement of cash flows for the year ended December 31, 2015 due to the fact that these proceeds covered damage caused to our unsold Vacation Interests, which is an income-generating operating activity.

In addition, we have filed a claim under our business interruption insurance policy for business profits lost during the period that the Cabo Azul Resort remained closed as a result of the damage suffered in Hurricane Odile. During the year ended December 31, 2015, we received an aggregate of $6.0 million from our insurance carrier related to such claim, which was recognized as other revenue in the consolidated statement of income and comprehensive income (loss) and classified as cash flows from operating activities in our consolidated statement of cash flows for the year ended December 31, 2015. The Cabo Azul Resort and the on-site sales center reopened on September 1, 2015.

Cash Flows From Operating Activities. During the year ended December 31, 2015, net cash provided by operating activities was $175.9 million and was the result of net income of $149.5 million and non-cash revenues and expenses totaling

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$195.7 million, offset by other changes in operating assets and liabilities that resulted in a net credit of $169.3 million. The significant non-cash revenues and expenses included (i) $80.8 million in the provision for uncollectible Vacation Interests sales revenue; (ii) $46.1 million in deferred income taxes, primarily related to current favorable tax law regarding recognition of income from financed Vacation Interests sales and the utilization of our NOLs; (iii) $34.5 million in depreciation and amortization; (iv) $14.9 million in stock-based compensation expense; (v) $12.7 million in amortization of capitalized loan origination costs and portfolio discounts (net of premiums); (vi) $6.2 million in amortization of capitalized financing costs and original issue discounts; (vii) $1.2 million in loss on foreign currency exchange; (viii) $0.5 million in unrealized loss on derivative instruments; and (ix) $0.1 million in loss on investment in joint venture, offset by $0.9 million in excess tax benefits from stock-based compensation and $0.5 million in gain on mortgage repurchases.

During the year ended December 31, 2014, net cash provided by operating activities was $121.3 million and was the result of net income of $59.5 million and non-cash revenues and expenses totaling $191.3 million, offset by other changes in operating assets and liabilities that resulted in a net credit of $129.4 million. The significant non-cash revenues and expenses and non-cash and cash loss on extinguishment of debt included (i) $57.2 million in the provision for uncollectible Vacation Interests sales revenue; (ii) $46.8 million of loss on extinguishment of debt (which included $30.2 million of redemption premium paid in cash using the proceeds from the Senior Credit Facility and $16.6 million of non-cash write-off of unamortized debt issuance costs and debt discount); (iii) $32.5 million in depreciation and amortization; (iv) $24.4 million in deferred income taxes, primarily related to current favorable tax law regarding recognition of income from financed Vacation Interests sales and the utilization of our NOLs; (v) $16.2 million in stock-based compensation expense; (vi) $8.9 million in amortization of capitalized loan origination costs and portfolio discounts (net of premiums); (vii) $5.3 million in amortization of capitalized financing costs and original issue discounts; (viii) $0.4 million in loss on foreign currency exchange; (ix) $0.2 million in impairments and other write-offs; and (x) $0.2 million in unrealized loss on post-retirement benefit plan, offset by (a) $0.6 million in gain on mortgage repurchases and (b) $0.3 million in gain from disposal of assets.

During the year ended December 31, 2013, net cash used in operating activities was $2.2 million and was the result of net loss of $2.5 million and non-cash revenues and expenses totaling $149.5 million, partially offset by other changes in operating assets and liabilities that resulted in a net credit of $149.2 million. The significant non-cash revenues and expenses included (i) $44.7 million in the provision for uncollectible Vacation Interests sales revenue; (ii) $40.5 million in stock-based compensation expenses; (iii) $28.2 million in depreciation and amortization; (iv) $15.6 million in loss on extinguishment of debt; (v) $7.1 million in amortization of capitalized financing costs and original issue discounts; (vi) $6.0 million in amortization of capitalized loan origination costs and portfolio discounts (net of premiums); (vii) $5.5 million in non-cash expense related to the Alter Ego Suit; (viii) $3.3 million in deferred income taxes, primarily related to the Island One Acquisition; (ix) $1.6 million in impairment and other write-offs; (x) $0.9 million in unrealized loss on post-retirement benefit plan; and (xi) $0.2 million in loss on foreign currency exchange; offset by (a) $2.9 million in gain on bargain purchase from business combinations and (b) $1.0 million in gain from disposal of assets.

For the years ended December 31, 2015, 2014 and 2013, a vast majority of the net credit in changes in operating assets and liabilities was attributable to the increase in Vacation Interest notes receivable. A significant portion of our Vacation Interest sales revenue is financed and a substantial portion of the new consumer loans are monetized through our conduit and securitization financings and results in an increase in cash flows from financing activities.

Cash Flows Used in Investing Activities. During the year ended December 31, 2015, net cash used in investing activities was $203.7 million, comprised of (i) $167.4 million related to the purchase of assets in connection with Gold Key Acquisition; (ii) $9.0 million used to purchase intangible assets, primarily associated with the acquisition of intangible assets pursuant to the Master Agreement; (iii) $26.3 million used to purchase property and equipment, primarily associated with information technology related projects and equipment and renovation projects at certain sales centers; and (iv) $1.5 million related to the investment in the joint venture in Asia, offset by $0.6 million in proceeds from the sale of assets in our European operations.

During the year ended December 31, 2014, net cash used in investing activities was $17.1 million, comprised of $18.0 million used to purchase property and equipment, primarily associated with the information technology related projects and equipment and renovation projects at certain sales centers, offset by $0.9 million in proceeds from the sale of assets in our European operations.

During the year ended December 31, 2013, net cash used in investing activities was $58.1 million, comprised of (i) $47.4 million paid in connection with the PMR Service Companies Acquisition and (ii) $15.2 million used to purchase property and equipment, primarily associated with the expansion of our global headquarters, renovation projects at certain sales centers and information technology related projects and equipment, offset by (a) $3.9 million in proceeds from the sale of assets in our European operations and (b) $0.6 million in cash and cash equivalents acquired in connection with the Island One Acquisition. In addition to the $47.4 million cash consideration paid in the PMR Service Companies Acquisition, we assumed $0.5 million of liabilities in that transaction. The fair value of the assets acquired was $52.6 million based on a valuation report, resulting in a gain on bargain purchase of $2.9 million and a deferred tax liability of $1.7 million stemming from the difference between the treatment for financial reporting purposes as compared to income tax return purposes related to the intangible assets acquired.

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In addition to the $73.3 million fair value of DRII stock transferred as consideration in the Island One Acquisition, we assumed $21.8 million of liabilities in that transaction. The fair value of the assets acquired, excluding goodwill, was $81.9 million based on a valuation report, resulting in goodwill acquired of $30.6 million and a deferred tax liability of $17.4 million stemming from the difference between the treatment for financial reporting purposes as compared to income tax return purposes related to the intangible assets acquired.

Cash Flows From Financing Activities. During the year ended December 31, 2015, net cash provided by financing activities was $63.8 million. Cash provided by financing activities consisted of (i) $649.2 million from the issuance of debt under our securitization notes and Funding Facilities; (ii) $147.0 million in proceeds from the Incremental Term Loan portion of the Senior Credit Facility; (iii) $2.9 million from proceeds from the exercise of stock options; and (iv) $0.9 million in excess tax benefits from stock-based compensation, offset by (a) $515.7 million payments on securitization Notes and Funding Facilities; (b) $163.5 million for the repurchase of our common stock; (c) $18.1 million for repayments on Senior Credit Facility; (d) a $13.8 million decrease in cash in escrow and restricted cash; (e) $13.0 million for repayments on Notes payable; (f) $11.7 million for payments on debt issuance costs; and (g) $0.3 million in payments for derivative instrument.

During the year ended December 31, 2014, net cash provided by financing activities was $104.9 million. Cash provided by financing activities consisted of (i) $466.3 million from the issuance of debt under our securitization notes and Funding Facilities; (ii) $442.8 million in proceeds from the term loan portion of the Senior Credit Facility; (iii) an $9.4 million decrease in cash in escrow and restricted cash; (iv) $3.4 million in proceeds from the exercise of stock options; and (v) $1.1 million from the issuance of notes payable. These amounts were offset in part by cash used in financing activities consisting of (a) $404.7 million in connection with the redemption of our Senior Secured Notes (including $30.2 million of redemption premium paid in cash using proceeds from the Senior Credit Facility); (b) $348.5 million in repayments on our securitization notes and Funding Facilities; (c) $30.7 million in repayments on notes payable; (d) $16.1 million for the repurchase of our common stock; (e) $15.9 million of debt issuance costs; and (f) $2.2 million in repayments on the term loan portion of the Senior Credit Facility.

During the year ended December 31, 2013, net cash provided by financing activities was $80.0 million. Cash provided by financing activities consisted of (i) $552.7 million from the issuance of debt under our securitization notes and Funding Facilities; (ii) $204.3 million in proceeds from the IPO, net of related costs; (iii) $15.0 million from the issuance of debt under our previous revolving credit facility; and (iv) $5.4 million from issuance of notes payable. These amounts were offset in part by cash used in financing activities consisting of (a) $427.5 million in repayments on our securitization notes and Funding Facilities; (b) $137.2 million in repayments on notes payable; (c) $56.6 million in repayments on the Senior Secured Notes, including redemption premium; (d) a $38.6 million increase in cash in escrow and restricted cash; (e) $15.0 million in repayment of borrowings under our previous revolving credit facility; (f) $10.3 million for the repurchase of outstanding warrants to purchase shares of DRC common stock; (g) $10.0 million of debt issuance costs; and (h) $2.0 million in payments related to early extinguishment of notes payable.

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Indebtedness - The following table presents selected information on our borrowings as of the dates presented below (dollars in thousands):

	December 31, 2015										December 31, 2014
	Principal Balance			Weighted Average Interest Rate	Maturity	Gross Amount of Vacation Interests Notes Receivable Collateral		Borrowing / Funding Availability			Principal Balance
Senior Credit Facility	$	574,666		5.5%	5/9/2021	$	—	$	25,000		$	442,775
Original Issue discount related to Senior Credit Facility	(4,735		)			—		—			(2,055		)
Notes payable-insurance policies	4,586			2.4%	Various	—		—			4,286
Notes payable-other	164			5.0%	Various	—		—			326
Total Corporate Indebtedness	574,681					—		25,000			445,332
Diamond Resorts Trust Series 2015-2 (1)	172,583			3.1%	5/22/2028	180,090		—			—
Diamond Resorts Owner Trust Series 2014-1 (1)	140,256			2.6%	5/20/2027	151,096		—			247,992
Diamond Resorts Trust Series 2015-1 (1)	126,776			2.8%	7/20/2027	133,860		—			—
Diamond Resorts Owner Trust 2013-2 (1)	84,659			2.3%	5/20/2026	94,065		—			131,952
DRI Quorum Facility and Island One Quorum Funding Facility (1)	45,411			4.6%	12/31/2017	45,270		54,589		(2)	52,315
Diamond Resorts Owner Trust Series 2013-1 (1)	30,681			2.0%	1/20/2025	34,091		—			42,838
Conduit Facility (1)	22,538			2.8%	4/10/2017	24,200		177,462		(2)	—
Diamond Resorts Owner Trust Series 2011 (1)	12,073			4.0%	3/20/2023	12,752		—			17,124
Original issue discount related to Diamond Resorts Owner Trust Series 2011	(103		)			—		—			(156		)
Diamond Resorts Tempus Owner Trust 2013 (1)	7,884			6.0%	12/20/2023	13,353		—			17,143
Total Securitization Notes and Funding Facilities	642,758					688,777		232,051			509,208
Total	$	1,217,439				$	688,777	$	257,051		$	954,540
(1) Non-recourse indebtedness
(2) Borrowing / funding availability is calculated as the difference between the maximum commitment amount and the outstanding principal balance; however, the actual availability is dependent on the amount of eligible loans that serve as the collateral for such borrowings.

Senior Credit Facility. On May 9, 2014, we and DRC entered into a credit agreement (the "Senior Credit Facility Agreement") with Credit Suisse AG, acting as the administrative agent and the collateral agent for various lenders. The Senior Credit Facility Agreement originally provided for a $470.0 million Senior Credit Facility (including a $445.0 million term loan, issued with 0.5% of original issue discount and having a term of seven years and a $25.0 million revolving line of credit having a term of five years). Borrowings pursuant to the Senior Credit Facility bear interest, at our option, at a variable rate equal to LIBOR plus 450 basis points, with a one percent LIBOR floor applicable only to the term loan portion of the Senior Credit Facility, or an alternate base rate plus 350 basis points and mature on May 9, 2021.

On December 22, 2014, we entered into a First Amendment to the Senior Credit Facility Agreement, which allowed the accelerated use of restricted payments for our stock repurchase program (the “First Amendment”). On December 3, 2015, we entered into a Second Amendment and First Incremental Assumption Agreement (the “Second Amendment”) to the Senior Credit Facility Agreement. The Second Amendment provides for an additional $150.0 million Incremental Term Loan that bears the same interest rate and terms as described for the original term loan above. We received $147.0 million in proceeds upon the closing of the Incremental Term Loan, which was issued with a 2.0% original issue discount. See "Note 16—Borrowings" of our consolidated financial statements included elsewhere in this annual report for other significant terms and covenant requirements of the Senior Credit Facility.

As indicated in "Note 16—Borrowings" of our consolidated financial statements included elsewhere in this annual report, covenants in the Senior Credit Facility Agreement requiring us to prepay outstanding amounts under the term loan using a portion of our excess cash flows, and covenants limiting our ability to incur indebtedness, to make certain investments and to pay dividends or make other equity distributions and purchase or redeem capital stock and the financial covenant compliance that is triggered by having more than 25% of the revolving credit commitment outstanding at the end of any quarter, are determined by reference to Adjusted EBITDA for us and our restricted subsidiaries. Covenants included in the Notes Indenture that governed the Senior Secured Notes were similarly determined by reference to Adjusted EBITDA for us and our restricted

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subsidiaries. As of December 31, 2015, all of our subsidiaries were designated as restricted subsidiaries, as defined in the Senior Credit Facility Agreement.

Adjusted EBITDA for us and our restricted subsidiaries is derived from our Adjusted EBITDA, which we calculate in accordance with the Senior Credit Facility Agreement as our net income (loss), plus: (i) corporate interest expense; (ii) provision (benefit) for income taxes; (iii) depreciation and amortization; (iv) Vacation Interests cost of sales; (v) loss on extinguishment of debt; (vi) impairments and other non-cash write-offs; (vii) loss on the disposal of assets; (viii) amortization of loan origination costs; (ix) amortization of net portfolio premiums; and (x) stock-based compensation expense; less (a) gain on the disposal of assets; (b) gain on bargain purchase from business combination; and (c) amortization of net portfolio discounts. Adjusted EBITDA is a non-U.S. GAAP financial measure and should not be considered in isolation from, or as an alternative to net cash provided by (used in) operating activities or any other measure of liquidity, or as an alternative to net income (loss), operating income (loss) or any other measure of financial performance, in any such case calculated and presented in accordance with U.S. GAAP. Provided below is additional information regarding the calculation of Adjusted EBITDA for purposes of the Senior Credit Facility Agreement.

Corporate interest expense is added back because interest expense is a function of outstanding indebtedness, not operations, and can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, corporate interest expense can vary greatly from company to company and across periods for the same company; however, in calculating Adjusted EBITDA, interest expense related to lines of credit secured by the Vacation Interests notes receivable generated in the normal course of selling Vacation Interests is not added back to net income (loss) because this borrowing is necessary to support our Vacation Interests sales and finance business.

Loss on extinguishment of debt includes the effect of write-offs of capitalized debt issuance costs and original issue discounts due to payoff or substantial modifications of the terms of our indebtedness. While the amounts recorded by us with respect to these events include both cash and non-cash items, the entire amounts are related to financing events, and not our ongoing operations. Accordingly, these amounts are treated similarly to corporate interest expense and are added back to net income in our Adjusted EBITDA calculation.

Vacation Interests cost of sales is excluded from our Adjusted EBITDA calculation because the method by which we are required to record Vacation Interests cost of sales pursuant to ASC 978, “Real Estate-Time-Sharing Activities" ("ASC 978") (a method designed for companies that, unlike us, engage in significant timeshare development activity) includes various projections and estimates, which are subject to significant uncertainty. Due to the cumulative “true-up” adjustment required by this method, as discussed below, this method can cause major swings in our reported operating income.

Pursuant to ASC 978, if we review our projections and determine that our estimated Vacation Interests cost of sales was higher (or lower) than our actual Vacation Interests cost of sales for the prior life of the project (which, for us, goes back to our acquisition of Sunterra Corporation in 2007), we apply the higher (or lower) Vacation Interests cost of sales retroactively. In such a case, our Vacation Interests cost of sales for the current period will be increased (or reduced) by the entire aggregate amount by which we underestimated (or overestimated) Vacation Interests cost of sales over such period (reflecting a cumulative adjustment extending back to the beginning of the current period). For additional information regarding how we record Vacation Interests cost of sales, see "Note 2—Summary of Significant Accounting Policies—Vacation Interests Cost of Sales" of our consolidated financial statements included elsewhere in this annual report.

Vacation Interests sales revenue does not accrue until collectability is reasonably assured, and is not subject to cumulative adjustments similar to those required in determining Vacation Interests cost of sales pursuant to ASC 978. As a result, Vacation Interests sales revenue is included in the calculation of Adjusted EBITDA, even though Vacation Interests cost of sales is excluded from such calculation.

Stock-based compensation expense is excluded from our Adjusted EBITDA calculation because it represents a non-cash item. We calculate our stock-based compensation expense utilizing the Black-Scholes option pricing model that is dependent on management's estimate of the expected volatility, the average expected option life, the risk-free interest rate, the expected annual dividend per share and the annual forfeiture rate. A small change in any of the estimates could have a material impact on the stock-based compensation expense. Accordingly, stock-based compensation expense can vary greatly from company to company and across periods for the same company.

In addition to covenants contained in the Senior Credit Facility Agreement, financial covenants governing the Conduit Facility and the Diamond Resorts Tempus Owner Trust 2013 Notes issued on November 20, 2013 with a face value of $31.0 million (the "Tempus 2013 Notes") are determined by reference to measures calculated in a manner similar to the calculation of Adjusted EBITDA.

Adjusted EBITDA is not only used for purposes of determining compliance with covenants in our debt-related agreements, but our management also uses our consolidated Adjusted EBITDA: (i) for planning purposes, including the

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preparation of our annual operating budget; (ii) to allocate resources to enhance the financial performance of our business; (iii) to evaluate the effectiveness of our business strategies; and (iv) as a factor for determining compensation for certain personnel.

However, Adjusted EBITDA has limitations as an analytical tool because, among other things:

• Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect cash requirements for income taxes;

• Adjusted EBITDA does not reflect interest expense for our corporate indebtedness;

• although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced, and Adjusted EBITDA does not reflect any cash requirements for these replacements;

• we make expenditures to replenish VOI inventory (principally pursuant to our IRAAs and in connection with our strategic acquisitions), and Adjusted EBITDA does not reflect our cash requirements for these expenditures or certain costs of carrying such inventory (which are capitalized); and

• other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

We encourage investors and securities analysts to review our U.S. GAAP consolidated financial statements included elsewhere in this annual report on Form 10-K, and investors and securities analysts should not rely solely or primarily on Adjusted EBITDA or any other single financial measure to evaluate our liquidity or financial performance.

The following tables present Adjusted EBITDA as calculated in accordance with, and for purposes of covenants contained in, the Senior Credit Facility Agreement, reconciled to each of (i) our net cash provided by (used in) operating activities and (ii) our net income (loss) for the years ended December 31, 2015, 2014 and 2013.

	Year Ended December 31,
	2015			2014			2013
	(in thousands)
Net cash provided by (used in) operating activities	$	175,894		$	121,314		$	(2,158	)
Provision for income taxes	102,170			50,234			5,777
Provision for uncollectible Vacation Interests sales revenue (a)	(80,772		)	(57,202		)	(44,670		)
Amortization of capitalized financing costs and original issue discounts (a)	(6,233		)	(5,337		)	(7,079		)
Non-cash expense related to the Alter Ego Suit (a)	—			—			(5,508		)
Deferred income taxes (b)	(46,146		)	(24,424		)	(3,264		)
Excess tax benefits from stock-based compensation (c)	922			—			—
Loss on foreign currency (d)	(1,210		)	(362		)	(245		)
Gain on mortgage purchase (a)	515			621			111
Unrealized loss on derivative instruments (e)	(462		)	—			—
Unrealized loss on post-retirement benefit plan (f)	—			(171		)	(887		)
Loss on investment in joint venture (a)	(122		)	—			—
Corporate interest expense (g)	31,581			41,871			72,215
Change in operating assets and liabilities excluding acquisitions (h)	169,278			129,449			149,178
Vacation Interests cost of sales (i)	28,721			63,499			56,695
Adjusted EBITDA - Consolidated	$	374,136		$	319,492		$	220,165

(a) Represents non-cash charge or gain.

(b) For the years ended December 31, 2015 and 2014, represents the deferred income tax liability arising from differences between the treatment of income and expenses for financial reporting purposes as compared to income tax return purposes. For the year ended December 31, 2013, represents the deferred income tax liability arising from the difference between the treatment for financial reporting purposes as compared to income tax return purposes, primarily related to the Island One Acquisition and the PMR Service Companies Acquisition.

(c) Represents the amount of excess tax benefit that arises when stock-based compensation recognized on our tax return exceeds stock-based compensation recognized in our consolidated statement of operations and comprehensive income (loss).

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(d) Represents net realized losses on foreign exchange transactions settled at unfavorable exchange rates and unrealized net losses resulting from the devaluation of foreign currency-denominated assets and liabilities.

(e) Represents the effects of the changes in mark-to-market valuations of derivative assets and liabilities.

(f) Represents unrealized loss on our post-retirement benefit plan related to a collective labor agreement entered into with the employees of our two resorts in St. Maarten; this plan was transferred to the St. Maarten HOAs during the quarter ended September 30, 2015 in connection with the St. Maarten Deconsolidation.

(g) Represents corporate interest expense; does not include interest expense related to non-recourse indebtedness incurred by our special-purpose subsidiaries that was secured by our VOI consumer loans.

(h) Represents the net change in operating assets and liabilities excluding acquisitions, as computed directly from the statements of cash flows. Vacation Interests cost of sales is included in the net changes in unsold Vacation Interests, net, as presented in the statements of cash flows.

(i) We record Vacation Interests cost of sales using the relative sales value method in accordance with ASC 978, which

requires us to make significant estimates which are subject to significant uncertainty. In determining the appropriate

amount of costs using the relative sales value method, we rely on complex, multi-year financial models that

incorporate a variety of estimated inputs. These models are reviewed on a regular basis, and the relevant estimates used in the models are revised based upon historical results and management's new estimates.

	Year Ended December 31,
	2015			2014			2013
	(in thousands)
Net income (loss)	$	149,478		$	59,457		$	(2,525	)
Plus: Corporate interest expense (a)	31,581			41,871			72,215
Provision for income taxes	102,170			50,234			5,777
Depreciation and amortization (b)	34,521			32,529			28,185
Vacation Interests cost of sales (c)	28,721			63,499			56,695
Loss on extinguishment of debt (d)	—			46,807			15,604
Impairments and other non-cash write-offs (b)	12			240			1,587
Gain on the disposal of assets (b)	(8		)	(265		)	(982		)
Gain on bargain purchase from business combinations (b)(e)	—			—			(2,879		)
Amortization of loan origination costs (b)	12,635			8,929			5,419
Amortization of net portfolio premium (discounts) (b)	78			(11		)	536
Stock-based compensation (f)	14,948			16,202			40,533
Adjusted EBITDA - Consolidated	$	374,136		$	319,492		$	220,165

(a) Corporate interest expense does not include interest expense related to non-recourse indebtedness incurred by our special-purpose subsidiaries that is secured by our VOI consumer loans.

(b) These items represent non-cash charges/gains.

(c) We record Vacation Interests cost of sales using the relative sales value method in accordance with ASC 978, which requires us to make significant estimates which are subject to significant uncertainty. In determining the appropriate amount of costs using the relative sales value method, we rely on complex, multi-year financial models that incorporate a variety of estimated inputs. These models are reviewed on a regular basis, and the relevant estimates used in the models are revised based upon historical results and management's new estimates.

(d) For the year ended December 31, 2014, represents (i) $30.2 million of redemption premium paid on June 9, 2014 in connection with the redemption of the outstanding Senior Secured Notes using proceeds from the term loan portion of the Senior Credit Facility and (ii) $16.6 million of unamortized debt issuance costs and debt discount written off upon the extinguishment of the Senior Secured Notes, our previous revolving credit facility and three inventory loans (previously entered into in connection with various acquisitions). For the year ended December 31, 2013, represents (1) $6.1 million of redemption premium paid on August 23, 2013 in connection with the Tender Offer and $2.4 million of the unamortized debt discount and debt issuance cost associated with the Senior Secured Notes, (2) $4.9 million of the unamortized debt issuance cost written off and the additional exit fees paid upon the extinguishment of two acquisition loans (previously entered into in connection with certain acquisitions) on July 24, 2013 using the proceeds from the IPO; and (3) $2.2 million of the unamortized debt discount and debt issuance cost written off on October 13, 2013 upon the redemption of notes issued under a previous securitization transaction completed in 2009 using proceeds from borrowings under the Conduit Facility.

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(e) Represents the amount by which the fair value of the assets acquired net of the liabilities assumed in the PMR Service Companies Acquisition exceeded the purchase price.

(f) Represents the non-cash charge related to stock-based compensation expense.

Historically, our business has depended on the availability of credit to finance the consumer loans we have provided to our customers for the purchase of their VOIs. Typically, these loans have required a minimum cash down payment of 10% of the purchase price at the time of sale; however, selling, marketing and administrative expenses attributable to VOI sales are primarily cash expenses and often exceed the buyer's minimum down payment requirement. Accordingly, the availability of financing facilities for the sale or pledge of these receivables to generate liquidity is a critical factor in our ability to meet our short-term and long-term cash needs. We have historically relied upon our ability to sell receivables in the securitization market in order to generate liquidity and create capacity on our Funding Facilities.

The terms of the consumer loans we seek to finance are generally longer than the Funding Facilities through which we seek to finance such loans. While the term of our consumer loans is typically ten years, the Funding Facilities typically have a term of less than three years. Although we seek to refinance conduit borrowings in the term securitization markets, we generally access the term securitization markets at least on an annual basis, and rely on the Funding Facilities to provide incremental liquidity between securitization transactions. Thus, we are required to refinance the Funding Facilities every one to two years in order to provide adequate liquidity for our consumer finance business.

Between January 1, 2013 and December 31, 2015, we completed six securitization transactions with a total face value of $959.6 million. Although we completed these securitization and Funding Facilities transactions, we may not be successful in completing similar transactions in the future. We require access to the capital markets in order to fund our operations and may, in the implementation of our growth strategy, become more reliant on third-party financing. If we are unable to continue to participate in securitization or renew and/or replace our Funding Facilities on acceptable terms, our liquidity and cash flows would be materially and adversely affected.

Conduit Facility. Our amended and restated Conduit Facility agreement provides for a $200.0 million facility with a maturity date of April 10, 2017. The Conduit Facility is renewable for 364-day periods at the election of the lenders upon maturity. The overall advance rate on loans receivable in the portfolio is limited to 88% of the aggregate face value of the eligible loans. The Conduit Facility bears interest at either LIBOR or the commercial paper rate (having a floor of 0.50%) plus a usage-fee rate of 2.25%, and had a non-usage fee of 0.75%. See "Note 16—Borrowings" of our consolidated financial statements included elsewhere in this annual report for further details on the Conduit Facility.

Quorum Facility. On September 30, 2015, pursuant to a First Amendment to the Amendment and Restated Loan Sale and Servicing Agreement, we amended the Quorum Facility to increase the aggregate minimum committed amount from $80.0 million to $100.0 million and to extend the term of the agreement to December 31, 2017, provided that Quorum Federal Credit Union may further extend the term for additional periods by written notice. As of December 31, 2015, the weighted average advance rate was 86.2% and the weighted average interest rate was 4.6%.

Securitization Notes. In addition to the Conduit Facility and Quorum Facility, we generally sell or securitize a substantial portion of the consumer loans we generate from our customers through securitization financings. See "Note 16—Borrowings" of our consolidated financial statements included elsewhere in this annual report for further details on the securitization notes.

Notes Payable. Notes Payable primarily consist of unsecured notes to finance premiums on our insurance policies. See "Note 16—Borrowings" of our consolidated financial statements included elsewhere in this annual report for further detail on these borrowings.

Future Capital Requirements. Over the next 12 months, we expect that our cash flows from operations and the borrowings under the Funding Facilities and the Senior Credit Facility will be available to cover the interest payments due under our indebtedness and fund our operating expenses and other obligations, including any purchases of common stock under our stock repurchase program. See "Liquidity and Capital Resources—Overview" for further detail on the stock repurchase

program.

Our future capital requirements will depend on many factors, including the growth of our consumer financing activities, the expansion of our hospitality management operations and potential acquisitions. Our ability to secure short-term and long-term financing in the future will depend on a variety of factors, including our future profitability, the performance of our consumer loan receivable portfolio, our relative levels of debt and equity, our credit ratings and the overall condition of the credit and securitization markets. There can be no assurances that any such financing will be available to us. If we are unable to secure short-term and long-term financing in the future or if cash flows from operations are less than expected, our liquidity and cash flows would be materially and adversely affected, we may be required to curtail our sales and marketing operations and we may not be able to implement our growth strategy.

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Deferred Taxes. As of December 31, 2015, we had available $137.8 million of unused federal NOLs, $159.1 million of unused state NOLs, and $113.0 million of foreign NOLs with expiration dates from 2021 through 2033 (except for certain foreign NOLs that do not expire) that may be applied against future taxable income, subject to certain limitations. As a result of the IPO and the resulting change in ownership, our federal NOLs are limited under Internal Revenue Code Section 382. State NOLs are subject to similar limitations in many cases.

We expect the rate at which we pay cash taxes to be substantially less than the statutory tax rate for the foreseeable future.

Commitments and Contingencies. From time to time, we or our subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business. See "Item 3. Legal Proceedings."

Off-Balance Sheet Arrangements. As of December 31, 2015, we did not have any off-balance sheet arrangements (as defined in Item 303(a)(4) of Regulation S-K).

Contractual Obligations. The following table presents obligations and commitments to make future payments under contracts and under contingent commitments as of December 31, 2015 (in thousands):

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Senior Credit Facility, including interest payable	$	740,948	$	31,607	$	74,353	$	73,056	$	561,932
Securitization notes and Funding Facilities, including interest payable (1)	706,234		154,598		258,068		108,524		185,044
Notes payable, including interest payable	4,801		4,801		—		—		—
Purchase obligations	3,913		3,913		—		—		—
Operating lease obligations	45,316		15,461		19,276		6,426		4,153
Total	$	1,501,212	$	210,380	$	351,697	$	188,006	$	751,129

 (1) Assumes certain estimates for payments and cancellations on collateralized outstanding Vacation Interests notes.

Our accrued liabilities in the consolidated balance sheet included elsewhere in this annual report include unrecognized tax benefits. As of December 31, 2015, we had gross unrecognized tax benefits of $77.7 million. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the contractual obligations table above.

Information Regarding Geographic Areas of Operation. See "Note 26—Segment Reporting" of our consolidated financial statements included elsewhere in this annual report for our geographic segment information.

Recently Issued Accounting Pronouncements

See "Note 2—Summary of Significant Accounting Policies—Recently Issued Accounting Pronouncements" of our consolidated financial statements included elsewhere in this annual report for a discussion of the recently issued accounting pronouncements that impact us.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inflation. Inflation and changing prices have not had a material impact on our revenues, income (loss) from operations, and net income (loss) during any of our three most recent fiscal years; however, to the extent inflationary trends affect short-term interest rates, a portion of our debt service costs, as well as the rates we charge on our consumer loans, may be affected.

Interest Rate Risk. We are exposed to interest rate risk through our variable rate indebtedness, including the Conduit Facility and the Senior Credit Facility. We have attempted to manage our interest rate risk through the use of derivative financial instruments. For example, we are required to hedge 90% of the outstanding note balance under the Conduit Facility. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. To manage exposure to counterparty credit risk in interest rate swap and cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. At December 31, 2015, our derivative financial instruments consisted of an interest rate swap agreement, which did not qualify for hedge accounting. Interest differentials resulting from our derivative financial instruments are recorded on an accrual basis as an adjustment to interest expense.

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To the extent we assume additional variable rate indebtedness in the future, any increase in interest rates beyond amounts covered under any corresponding derivative financial instruments, particularly if sustained, could have an adverse effect on our results of operations, cash flows and financial position. We cannot assure that any hedging transactions we enter into will adequately mitigate the adverse effects of interest rate increases or that counterparties in those transactions will honor their obligations.

Additionally, we derive net interest income from our consumer financing activities to the extent the interest rates we charge our customers who finance their purchases of VOIs exceed the variable interest rates we pay to our lenders. Because our Vacation Interests notes receivable generally bear interest at fixed rates, future increases in interest rates may result in a decline in our net interest income.

As of December 31, 2015, 49.1% of our borrowings, or $597.2 million, bore interest at variable rates. However, all of our variable-rate borrowings require a minimal interest rate floor when LIBOR is below certain levels. Assuming the level of variable-rate borrowings outstanding at December 31, 2015, and assuming a one percentage point increase in the 2015 average interest rate payable on these borrowings, we estimate that our interest expense would have increased and pre-tax income would have decreased by $1.9 million for the year ended December 31, 2015.

Foreign Currency Translation Risk. In addition to our operations throughout the U.S., we conduct operations in international markets from which we receive, at least in part, revenues in foreign currencies. For example, we receive Euros and British Pounds Sterling in connection with operations in our European managed resorts and European VOI sales and Mexican Pesos in connection with our operations in Mexico. Because our financial results are reported in U.S. dollars, fluctuations in the value of the Euro, British Pound Sterling and Mexican Peso against the U.S. dollar have had, and will continue to have, an effect, which may be significant, on our reported financial results. In addition, in connection with the Intrawest Acquisition in January 2016, we expanded our international operations by acquiring VOI sales operations and management contracts at six resorts in Canada. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview" for further discussion related to the Intrawest Acquisition.

A decline in the value of any of the foreign currencies in which we receive revenues, including the Euro, British Pound Sterling, Mexican Peso or Canadian dollar, against the U.S. dollar will tend to reduce our reported revenues and expenses, while an increase in the value of any such foreign currencies against the U.S. dollar will tend to increase our reported revenues and expenses. Variations in exchange rates could affect the comparability of our financial results between financial periods; however, since sales of Vacation Interests in our North American and Caribbean resorts, a majority of which are to customers in the U.S. and Canada and are transacted in U.S. dollars, have historically accounted for more than 90% of our consolidated Vacation Interests sales revenue, and management and member services revenue is similarly concentrated, we do not expect the variations in exchange rates to have a material impact on our financial results.

For additional information on the potential impact of exchange rate fluctuations on our financial results, see "Item 1A. Risk Factors—Fluctuations in foreign currency exchange rates may affect our reported results of operations."

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See "Audited Consolidated Financial Statements" commencing on page F-1 hereof.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time frames specified in the SEC's rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this assessment, our management concluded that, as of December 31, 2015, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by our independent registered public accounting firm, as stated in its attestation report which is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in a cost-effective control system, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur due to simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with policies and procedures.

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Diamond Resorts International, Inc.

Las Vegas, Nevada

We have audited Diamond Resorts International, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Diamond Resorts International, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Diamond Resorts International, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Diamond Resorts International, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015 and our report dated February 29, 2016 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Las Vegas, Nevada

February 29, 2016

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ITEM 9B.    OTHER INFORMATION

As previously disclosed, we and our indirect wholly-owned subsidiary, Diamond Resorts Kona Development, LLC (the “Kona Buyer”), entered into the Kona Agreement with the Kona Seller, an affiliate of Och-Ziff Real Estate, related to the development by the Kona Seller of a new resort on property to be acquired by the Kona Seller located in Kona, Hawaii.

 On February 25, 2016, we entered into a First Amendment to the Kona Agreement (the “Kona Amendment”) with the Kona Buyer and the Kona Seller, extending the Feasibility Period and the Termination Outside Date, each as defined in the Kona Agreement, to June 30, 2016 and July 7, 2016, respectively. The description of the Kona Amendment set forth above is qualified in its entirety by reference to the full text of the Kona Amendment, which is attached as Exhibit 10.66 to this annual report on Form 10-K and is incorporated herein by reference.

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PART III

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the information to be set forth under the captions "Proposal No.1—Election of Directors," "—Nominees," "—Other Continuing Directors," "Executive Officers," "Governance of the Company" and "Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive proxy statement in connection with our 2016 Annual Meeting of Stockholders (the "2016 Proxy Statement"), which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2015 pursuant to Regulation 14A.

ITEM 11.     EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the information to be set forth under the captions "Executive Compensation" and "Director Compensation" in the 2016 Proxy Statement.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the information to be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2016 Proxy Statement.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

The information required by this item is incorporated by reference to the information to be set forth under the captions "Certain Relationships and Related Transactions" and "Director Independence" in the 2016 Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to the information to be set forth under the caption “Proposal No.3 —Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Auditor Fees” in the 2016 Proxy Statement.

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Annual Report

1. Consolidated Financial Statements

See the consolidated financial statements required to be filed in this Form 10-K commencing on page F-1 hereof.

2.Exhibits

Exhibit	Description
2.1	Asset Purchase Agreement, dated as of October 24, 2011, among Pacific Monarch Resorts, Inc., Vacation Interval Realty, Inc., Vacation Marketing Group, Inc., MGV Cabo, LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., Operadora MGVM S. de R.L. de C.V., and DPM Acquisition, LLC (incorporated by reference to Exhibit 10.1 to Diamond Resorts Corporation’s Current Report on Form 8-K filed on October 28, 2011**)
2.2	Asset Purchase Agreement, dated as of August 14, 2015, by and among Diamond Resorts Corporation, Ocean Beach Club, LLC, Gold Key Resorts, LLC, Professional Hospitality Resources, Inc., Vacation Rentals, LLC and Resort Promotions, Inc. (incorporated by reference to Exhibit 2.1 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on November 4, 2015***)
3.1	Amended and Restated Certificate of Incorporation of Diamond Resorts International, Inc. (incorporated by reference to Exhibit 3.1 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2013***)
3.2	Amended and Restated Bylaws of Diamond Resorts International, Inc. (incorporated by reference to Exhibit 3.2 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2013***)
4.1	Form of Common Stock Certificate of Diamond Resorts International, Inc. (incorporated by reference to Exhibit 4.1 to Diamond Resorts International, Inc.'s Amendment No. 1 to Registration Statement on Form S-1 filed on July 9, 2013****)
10.1	Purchase Agreement, dated as of April 30, 2010, by and between Diamond Resorts Finance Holding Company and DRI Quorum 2010 LLC (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to Diamond Resorts Corporation’s Registration Statement on Form S-4 filed on May 2, 2011**)
10.2	Indenture, dated as of April 1, 2011, by and among Diamond Resorts Owner Trust 2011-1, Diamond Resorts Financial Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.7 to Diamond Resorts Corporation’s Annual Report on Form 10-K filed on March 30, 2012**)
10.3	Note Purchase Agreement, dated as of April 21, 2011, by and between Diamond Resorts Owner Trust 2011-1 and Diamond Resorts Corporation, and confirmed and accepted by Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.8 to Diamond Resorts Corporation’s Annual Report on Form 10-K filed on March 30, 2012**)
10.4	Second Amended and Restated Registration Rights Agreement, dated as of July 21, 2011, by and among Diamond Resorts Parent, LLC and the parties named therein (incorporated by reference to Exhibit 10.6 to Diamond Resorts Corporation’s Current Report on Form 8-K filed on July 26, 2011**)
10.5*	Seventh Amended and Restated Indenture, dated as of January 20, 2016, among Diamond Resorts Issuer 2008 LLC, as issuer, Diamond Resorts Financial Services, Inc., as servicer, Wells Fargo Bank, National Association, as trustee, as custodian and as back-up servicer, and Credit Suisse AG, New York Branch, as Administrative Agent
10.6	Fifth Amended and Restated Sale Agreement, entered into on February 5, 2015 and dated as of January 30, 2015, among Diamond Resorts Depositor 2008 LLC and Diamond Resorts Issuer 2008 LLC (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on February 9, 2015***)
10.7	Fifth Amended and Restated Purchase Agreement, entered into on February 5, 2015 and dated as of January 30, 2015, among Diamond Resorts Finance Holding Company and Diamond Resorts Depositor 2008 LLC (incorporated by reference to Exhibit 10.3 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on February 9, 2015***)
10.8	Lease, dated as of January 16, 2008, by and between H/MX Health Management Solutions, Inc. and Diamond Resorts Corporation (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to Diamond Resorts Corporation’s Registration Statement on Form S-4 filed on May 2, 2011**)

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10.9	Terms of Engagement Agreement for Individual Independent Contractor, dated as of June 2009, by and between Praesumo Partners, LLC and Diamond Resorts Centralized Services USA, LLC, as amended by the Extension Agreement, effective as of June 1, 2010, by and between Praesumo Partners, LLC and Diamond Resorts Centralized Services Company, successor to Diamond Resorts Centralized Services USA, LLC, and the Amendment to Extension Agreement, dated as of January 1, 2011, by and between Praesumo Partners, LLC and Diamond Resorts Centralized Services Company, successor to Diamond Resorts Centralized Services USA, LLC (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to Diamond Resorts Corporation’s Registration Statement on Form S-4 filed on May 2, 2011**)
10.10	Third Extension Agreement, dated as of August 20, 2014, by and between Praesumo Partners, LLC and Diamond Resorts Centralized Services Company, successor to Diamond Resorts Centralized Services USA, LLC (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on August 22, 2014***)
10.11	Fourth Extension Agreement, dated August 5, 2015, among Diamond Resorts Centralized Services Company and Praesumo Partners, LLC (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on August 11, 2015***)
10.12	Marketing Agreement, dated as of April 30, 2010, by and between Diamond Resorts International Marketing, Inc. and Quorum Federal Credit Union (incorporated by reference to Exhibit 10.1 to Diamond Resorts Corporation’s Quarterly Report on Form 10-Q filed May 15, 2012**)
10.13	First Amendment to Marketing Agreement, dated as of April 27, 2012, by and between Diamond Resorts International Marketing, Inc. and Quorum Federal Credit Union (incorporated by reference to Exhibit 10.2 to Diamond Resorts Corporation’s Quarterly Report on Form 10-Q filed May 15, 2012**)
10.14	Lease Agreement between 1450 Center Crossing Drive, LLC and Diamond Resorts Corporation for rental of office building (incorporated by reference to Exhibit 10.3 to Diamond Resorts Corporation’s Quarterly Report on Form 10-Q filed August 14, 2012**)
10.15	Amended and Restated Loan Sale and Servicing Agreement, dated as of December 31, 2012, by and among DRI Quorum 2010 LLC, Quorum Federal Credit Union, Diamond Resorts Financial Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.37 to Diamond Resorts Corporation’s Annual Report on Form 10-K filed on April 1, 2013**)
10.16	First Amendment to Amended and Restated Loan Sale and Servicing Agreement, dated as of September 30, 2015, among DRI Quorum 2010 LLC, as seller, Diamond Resorts Financial Services, Inc., as servicer, Wells Fargo Bank, National Association, as back-up servicer, and Quorum Federal Credit Union, a federally chartered credit union, as Buyer (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on October 5, 2015***)
10.17	Sale Agreement, dated as of January 23, 2013, by and between Diamond Resorts Seller 2013-1, LLC and Diamond Resorts Owner Trust 2013-1 (incorporated by reference to Exhibit 10.1 to Diamond Resorts Corporation’s Current Report on Form 8-K filed on January 29, 2013**)
10.18	Indenture, dated as of January 23, 2013, by and among Diamond Resorts Owner Trust 2013-1, Diamond Resorts Financial Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to Diamond Resorts Corporation’s Current Report on Form 8-K filed on January 29, 2013**)
10.19	Exchange Agreement, dated as of July 17, 2013, by and among Diamond Resorts International, Inc., Diamond Resorts Parent, LLC and the members of Diamond Resorts Parent, LLC party thereto (incorporated by reference to Exhibit 10.4 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2013***)
10.20	Redemption Agreement, dated as of July 17, 2013, by and between Cloobeck Diamond Parent, LLC and the members of Cloobeck Diamond Parent, LLC party thereto (incorporated by reference to Exhibit 10.5 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2013***)
10.21	Director Designation Agreement, dated as of July 17, 2013, by and among Diamond Resorts International, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.6 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2013***)
10.22	Stockholders' Agreement, dated as of July 17, 2013, by and among Diamond Resorts International, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.7 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2013***)
10.23	First Amendment to Stockholders’ Agreement, dated as of August 11, 2014, by and among Diamond Resorts International, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on August 13, 2014***)
10.24+	Form of Directors' Indemnification Agreement (incorporated by reference to Exhibit 10.46 to Diamond Resorts International, Inc.'s Registration Statement on Form S-1 filed on June 14, 2013**** )
10.25+	Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.48 to Diamond Resorts International, Inc.'s Amendment No. 1 to Registration Statement on Form S-1 filed on July 9, 2013****)

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10.26+	Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.49 to Diamond Resorts International, Inc.'s Amendment No. 1 to Registration Statement on Form S-1 filed on July 9, 2013****)
10.27+	Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.50 to Diamond Resorts International, Inc.'s Amendment No. 1 to Registration Statement on Form S-1 filed on July 9, 2013**** )
10.28+	Diamond Resorts International, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.51 to Diamond Resorts International, Inc.'s Amendment No. 1 to Registration Statement on Form S-1 filed on July 9, 2013****)
10.29+	Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan (the “2015 Equity Incentive Plan”) (incorporated by reference to Exhibit 10.6 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on May 26, 2015***)
10.30+	Form of Non-Qualified Stock Option Agreement under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on May 26, 2015***)
10.31+	Form of Restricted Stock Agreement under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on May 26, 2015***)
10.32+	Form of Restricted Stock Unit Agreement under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on May 26, 2015***)
10.33+	Form of Non-Employee Director Deferred Stock Agreement under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on May 26, 2015***)
10.34+	Diamond Resorts International, Inc. Bonus Compensation Plan (incorporated by reference to Exhibit 10.11 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on May 26, 2015***)
10.35	Credit Agreement, dated as of September 11, 2013, by and among Diamond Resorts Corporation, as borrower, Diamond Resorts International, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent, and the exhibits and schedules thereto (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on September 17, 2013***)
10.36	Second Amendment and First Incremental Assumption Agreement to the Credit Agreement, dated as of December 3, 2015, among Diamond Resorts International, Inc., Diamond Resorts Corporation, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lender entities party thereto (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on December 8, 2015***)
10.37	Indenture, dated as of September 20, 2013, by and among Diamond Resorts Tempus Owner Trust 2013, as issuer, Diamond Resorts Financial Services, Inc., as Servicer, and Wells Fargo Bank, National Association, as indenture trustee and back-up servicer (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on September 26, 2013***)
10.38	Sale Agreement, dated as of September 20, 2013, by and among Diamond Resorts Tempus Seller 2013, LLC, as seller, Diamond Resorts Tempus Owner Trust 2013, as issuer, and their respective permitted successors and assigns (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on September 26, 2013***)
10.39	Omnibus Amendment, dated as of October 18, 2013, by and among Diamond Resorts Issuer 2008 LLC, as Issuer; Diamond Resorts Corporation, Diamond Resorts Holdings, LLC and Diamond Resorts International, Inc., as Performance Guarantors; Diamond Resorts Depositor 2008 LLC, as Depositor; Diamond Resorts Financial Services, Inc., as Servicer; Wells Fargo Bank, National Association, as Indenture Trustee, Custodian and Back-Up Servicer; Credit Suisse AG, New York Branch, as Administrative Agent and a Funding Agent; GIFS Capital Company, LLC, as Conduit; and Diamond Resorts Finance Holding Company, as Seller (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.'s Current Report on Form 8-K filed on October 24, 2013***)
10.40	Omnibus Amendment No. 2, dated as of September 26, 2014, by and among Diamond Resorts Issuer 2008 LLC, as Issuer; Diamond Resorts Corporation, Diamond Resorts Holdings, LLC and Diamond Resorts International, Inc., as Performance Guarantors; Diamond Resorts Depositor 2008 LLC, as Depositor; Diamond Resorts Financial Services, Inc., as Servicer; Wells Fargo Bank, National Association, as Indenture Trustee, Custodian and Back-Up Servicer; Credit Suisse AG, New York Branch, as Administrative Agent and a Funding Agent; GIFS Capital Company, LLC, as Conduit; and Diamond Resorts Finance Holding Company, as Seller (incorporated by reference to Exhibit 10.3 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on November 4, 2014***)
10.41	Omnibus Amendment dated June 26, 2015, among Diamond Resorts Issuer 2008 LLC, as issuer, Diamond Resorts Depositor 2008 LLC, as depositor, Diamond Resorts Corporation, Diamond Resorts Holdings, LLC, and Diamond Resorts International, Inc., each in its capacity as performance guarantor, Diamond Resorts Finance Holding Company, as seller, Diamond Resorts Financial Services, Inc., as servicer, Wells Fargo Bank, National Association, as trustee, as custodian and as back-up servicer, GIFS Capital Company, LLC, as a conduit, and Credit Suisse AG, New York Branch, as administrative agent (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on July 2, 2015***)

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10.42	Omnibus Amendment No. 2, dated July 1, 2015, among Diamond Resorts Issuer 2008 LLC, as issuer, Diamond Resorts Depositor 2008 LLC, as depositor, Diamond Resorts Corporation, Diamond Resorts Holdings, LLC, and Diamond Resorts International, Inc., each in its capacity as performance guarantor, Diamond Resorts Finance Holding Company, as seller, Diamond Resorts Financial Services, Inc., as servicer, Wells Fargo Bank, National Association, as trustee, as custodian and as back-up servicer, GIFS Capital Company, LLC, as a conduit, and Credit Suisse AG, New York Branch, as administrative agent (incorporated by reference to Exhibit 10.13 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on August 5, 2015***)
10.43	Sale Agreement, dated as of November 20, 2013, by and between Diamond Resorts Seller 2013-2, LLC, as Seller, and Diamond Resorts Owner Trust 2013-2, as Issuer, and their respective permitted successors and assigns (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on November 26, 2013***)
10.44	Indenture, dated as of November 20, 2013, by and among Diamond Resorts Owner Trust 2013-2, as Issuer, Diamond Resorts Financial Services, Inc., as Servicer, and Wells Fargo Bank, National Association, as Indenture Trustee and Back-up Servicer (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on November 26, 2013***)
10.45	Credit Agreement, dated as of May 9, 2014, by and among Diamond Resorts Corporation, Diamond Resorts International, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent, including forms of Security Agreement and Guarantee Agreement and other exhibits and schedules thereto (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on May 15, 2014***)
10.46	First Amendment to Credit Agreement, dated as of December 22, 2014, by and among Diamond Resorts Corporation, Diamond Resorts International, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on December 30, 2014***)
10.47	Sale Agreement, dated as of November 20, 2014, by and between Diamond Resorts Seller 2014-1, LLC and Diamond Resorts Owner Trust 2014-1 (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on November 21, 2014***)
10.48	Indenture, dated as of November 20, 2014, by and among Diamond Resorts Owner Trust 2014-1, Diamond Resorts Financial Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on November 21, 2014***)
10.49	Sale Agreement, dated as of July 29, 2015, by and between Diamond Resorts Seller 2015-1, LLC and Diamond Resorts Owner Trust 2015-1 (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on August 3, 2015***)
10.50	Indenture, dated as of July 29, 2015, by and among Diamond Resorts Owner Trust 2015-1, Diamond Resorts Financial Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on August 3, 2015***)
10.51	Sale Agreement, dated as of November 17, 2015, by and between Diamond Resorts Seller 2015-2, LLC and Diamond Resorts Owner Trust 2015-2 (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on November 19, 2015***)
10.52	Indenture, dated as of November 17, 2015, by and among Diamond Resorts Owner Trust 2015-2, Diamond Resorts Financial Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on November 19, 2015***)
10.53+	Master Agreement, dated as of January 6, 2015, by and among Diamond Resorts International, Inc., Diamond Resorts Corporation, Hospitality Management and Consulting Service, L.L.C., Stephen J. Cloobeck, Cloobeck Companies, LLC, JHJM Nevada I, LLC and, solely for limited purposes stated therein, Nevada Resort Properties Polo Towers Limited Partnership (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on January 6, 2015***)
10.54	Membership Interest Purchase Agreement, dated as of January 6, 2015, by and among Diamond Resorts Corporation, Cloobeck Companies, LLC and Chautauqua Management, LLC (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on January 6, 2015***)
10.55	Assignment and Assumption Agreement, dated as of January 6, 2015, by and among Diamond Resorts Corporation, JHJM Nevada I, LLC and Nevada Resort Properties Polo Towers Limited Partnership (incorporated by reference to Exhibit 10.3 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on January 6, 2015***)
10.56+	Employment Agreement, dated as of January 1, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and David F. Palmer (incorporated by reference to Exhibit 10.41 to Diamond Resorts International, Inc.'s Annual Report on Form 10-K filed on February 26, 2015***)

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10.57+	Employment Agreement, dated as of January 1, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and C. Alan Bentley (incorporated by reference to Exhibit 10.42 to Diamond Resorts International, Inc.’s Annual Report on Form 10-K filed on February 26, 2015***)
10.58+	Employment Agreement, dated as of January 1, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and Howard S. Lanznar (incorporated by reference to Exhibit 10.43 to Diamond Resorts International, Inc.’s Annual Report on Form 10-K filed on February 26, 2015***)
10.59+	Employment Agreement, dated as of January 1, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and Steven F. Bell (incorporated by reference to Exhibit 10.45 to Diamond Resorts International, Inc.’s Annual Report on Form 10-K filed on February 26, 2015***)
10.60+	Employment Agreement, dated May 19, 2015, by and between Diamond Resorts International Marketing, Inc. and Michael Flaskey (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on May 26, 2015***)
10.61+	First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and David F. Palmer (incorporated by reference to Exhibit 10.2 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on May 26, 2015***)
10.62+	First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and C. Alan Bentley (incorporated by reference to Exhibit 10.3 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on May 26, 2015***)
10.63+	First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and Howard S. Lanznar (incorporated by reference to Exhibit 10.4 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on May 26, 2015***)
10.64+	First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and Steven F. Bell (incorporated by reference to Exhibit 10.5 to Diamond Resorts International, Inc.’s Current Report on Form 8-K filed on May 26, 2015***)
10.65	Agreement for the Purchase and Sale of Property, dated as of July 28, 2015, by and between Hawaii Funding LLC, Diamond Resorts Kona Development, LLC and Diamond Resorts International, Inc. (incorporated by reference to Exhibit 10.1 to Diamond Resorts International, Inc.’s Quarterly Report on Form 10-Q filed on November 4, 2015***)
10.66*	First Amendment to Agreement for the Purchase and Sale of Property, dated as of February 25, 2016, by and between Hawaii Funding LLC, Diamond Resorts Kona Development, LLC and Diamond Resorts International, Inc.
21.1*	Subsidiaries of Diamond Resorts International, Inc.
23.1*	Consent of BDO USA, LLP
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act as of 1934, as amended
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from Diamond Resorts International, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statements of Stockholder's Equity, (iv) the Consolidated Statements of Cash Flows; and (v) Notes to the Consolidated Financial Statements, furnished herewith.

* Filed herewith.

+ Indicates a management contract or compensatory plan or arrangement.

** Commission file number 333-172772.

*** Commission file number 001-35967.

****Commission file number 333-189306.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			DIAMOND RESORTS INTERNATIONAL, INC.
Date:	February 29, 2016	By:	/s/ DAVID F. PALMER
			David F. Palmer
			President and Chief Executive Officer (principal executive officer)
Date:	February 29, 2016	By:	/s/ C. ALAN BENTLEY
			C. Alan Bentley
			Executive Vice President and Chief Financial Officer (principal financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the 29th day of February 2016.

79

Signature	Title
/s/ David F. Palmer
David F. Palmer	President, Chief Executive Officer (principal executive officer) and Director
/s/ C. Alan Bentley
C. Alan Bentley	Executive Vice President and Chief Financial Officer (principal financial officer)
/s/ Lisa M. Gann
Lisa M. Gann	Senior Vice President and Chief Accounting Officer (principal accounting officer)
/s/ Stephen J. Cloobeck
Stephen J. Cloobeck	Chairman of the Board
/s/ Lowell D. Kraff
Lowell D. Kraff	Vice Chairman of the Board
/s/ David J. Berkman
David J. Berkman	Director
/s/ Richard M. Daley
Richard M. Daley	Director
/s/ Jeffrey W. Jones
Jeffrey W. Jones	Director
/s/ Hope S. Taitz
Hope S. Taitz	Director
/s/ Zachary Warren
Zachary Warren	Director
/s/ Robert Wolf
Robert Wolf	Director

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INDEX TO FINANCIAL STATEMENTS

	PAGE NUMBER
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013	F-4
Consolidated Statement of Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013	F-6
Notes to the Consolidated Financial Statements	F-9

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Diamond Resorts International, Inc.

Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of Diamond Resorts International, Inc. and Subsidiaries (the “Company”) as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Diamond Resorts International, Inc. and Subsidiaries at December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Diamond Resorts International, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2015 and 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 29, 2016, expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Las Vegas, Nevada

February 29, 2016

.

F-2

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2015 and 2014

(In thousands, except share data)

	2015			2014
Assets:
Cash and cash equivalents	$	290,510		$	255,042
Cash in escrow and restricted cash	98,295			68,358
Vacation Interests notes receivable, net of allowance of $165,331 and $130,639, respectively	622,607			498,662
Due from related parties, net	42,435			51,651
Other receivables, net	55,786			59,821
Income tax receivable	147			467
Deferred tax asset	577			423
Prepaid expenses and other assets, net	100,647			86,439
Unsold Vacation Interests, net	358,278			262,172
Property and equipment, net	95,361			70,871
Assets held for sale	1,672			14,452
Goodwill	104,521			30,632
Other intangible assets, net	222,190			178,786
Total assets	$	1,993,026		$	1,577,776
Liabilities and Stockholders' Equity:
Accounts payable	$	15,144		$	14,084
Due to related parties, net	54,778			34,768
Accrued liabilities	221,662			134,680
Income taxes payable	346			108
Deferred income taxes	92,829			47,250
Deferred revenues	119,720			124,997
Senior Credit Facility, net of unamortized original issue discount of $4,735 and $2,055, respectively	569,931			440,720
Securitization notes and Funding Facilities, net of unamortized original issue discount of $103 and $156, respectively	642,758			509,208
Derivative liabilities	146			—
Notes payable	4,750			4,612
Total liabilities	1,722,064			1,310,427
Commitments and contingencies (see Note 18)
Stockholders' equity:
Common stock $0.01 par value per share; authorized - 250,000,000 shares; issued 71,928,002 and 75,732,088 shares, respectively	719			757
Preferred stock $0.01 par value per share; authorized - 5,000,000 shares	—			—
Additional paid-in capital	381,475			482,732
Accumulated deficit	(31,024		)	(180,502		)
Accumulated other comprehensive loss	(20,151		)	(19,561		)
Subtotal	331,019			283,426
Less: Treasury stock at cost; 2,222,383 and 642,900 shares, respectively	(60,057		)	(16,077		)
Total stockholders' equity	270,962			267,349
Total liabilities and stockholders' equity	$	1,993,026		$	1,577,776

The accompanying notes are an integral part of these consolidated financial statements.

F-3

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the years ended December 31, 2015, 2014 and 2013

(In thousands, except per share data)

	2015			2014			2013
Revenues:
Management and member services	$	165,169		$	152,201		$	131,238
Consolidated resort operations	15,356			38,406			35,512
Vacation Interests sales, net of provision of $80,772, $57,202 and $44,670, respectively	624,283			532,006			464,613
Interest	80,319			68,398			57,044
Other	68,913			53,555			41,381
Total revenues	954,040			844,566			729,788
Costs and Expenses:
Management and member services	34,293			33,184			37,907
Consolidated resort operations	14,535			35,409			34,333
Vacation Interests cost of sales	28,721			63,499			56,695
Advertising, sales and marketing	350,411			297,095			258,451
Vacation Interests carrying cost, net	39,671			35,495			41,347
Loan portfolio	10,888			8,811			9,631
Other operating	28,371			22,135			12,106
General and administrative	112,501			102,993			145,925
Depreciation and amortization	34,521			32,529			28,185
Interest expense	48,476			56,943			88,626
Loss on extinguishment of debt	—			46,807			15,604
Impairments and other write-offs	12			240			1,587
Gain on disposal of assets	(8		)	(265		)	(982		)
Gain on bargain purchase from business combinations	—			—			(2,879		)
Total costs and expenses	702,392			734,875			726,536
Income before provision for income taxes	251,648			109,691			3,252
Provision for income taxes	102,170			50,234			5,777
Net income (loss)	149,478			59,457			(2,525		)
Other comprehensive income (loss):
Currency translation adjustments, net of tax of $0	(2,466		)	(3,545		)	2,543
Post-retirement benefit plan, net of tax of $0	1,893			171			(2,064		)
Other	(17		)	(10		)	77
Total other comprehensive (loss) income, net of tax	(590		)	(3,384		)	556
Comprehensive income (loss)	$	148,888		$	56,073		$	(1,969	)
Net income (loss) per share:
Basic	$	2.05		$	0.79		$	(0.04	)
Diluted	$	1.98		$	0.77		$	(0.04	)
Weighted average common shares outstanding:
Basic	72,881			75,466			63,704
Diluted	75,479			76,947			63,704

The accompanying notes are an integral part of these consolidated financial statements.

F-4

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the years ended December 31, 2015, 2014 and 2013

($ in thousands, except share data)

	Common Stock Shares Outstanding		Common Stock Par Value			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Less: Treasury Stock at Cost			Total Stockholders' Equity
Balance as of December 31, 2012	54,057,867		$	541		$	155,027		$	(237,434	)	$	(16,733	)	$	—		$	(98,599	)
Issuance of common stock in the IPO, net of related costs	16,100,000		161			204,171			—			—			—			204,332
Issuance of common stock in the Island One Acquisition	5,236,251		52			73,255			—			—			—			73,307
Repurchase of outstanding warrants	—		—			(10,346		)	—			—			—			(10,346		)
Stock-based compensation	64,284		1			41,087			—			—			—			41,088
Net loss for the year ended December 31, 2013	—		—			—			(2,525		)	—			—			(2,525		)
Other comprehensive income (loss):
Currency translation adjustments, net of tax of $0	—		—			—			—			2,543			—			2,543
Unrealized loss on post-retirement benefit plan, net of tax of $0	—		—			—			—			(2,064		)	—			(2,064		)
Other	—		—			—			—			77			—			77
Balance as of December 31, 2013	75,458,402		755			463,194			(239,959		)	(16,177		)	—			207,813
Exercise of stock options	227,500		2			3,353			—			—			—			3,355
Stock-based compensation	46,186		—			16,185			—			—			—			16,185
Common stock repurchased under the   Stock Repurchase Program	(642,900	)	—			—			—			—			(16,077		)	(16,077		)
Net income for the year ended December 31, 2014	—		—			—			59,457			—			—			59,457
Other comprehensive income (loss):
Currency translation adjustments, net of tax of $0	—		—			—			—			(3,545		)	—			(3,545		)
Post-retirement benefit plan, net of tax of $0	—		—			—			—			171			—			171
Other	—		—			—			—			(10		)	—			(10		)
Balance as of December 31, 2014	75,089,188		757			482,732			(180,502		)	(19,561		)	(16,077		)	267,349
Exercise of stock options	188,495		2			2,937			—			—			—			2,939
Stock-based compensation	141,490		1			14,408			—			—			—			14,409
Excess tax benefits from stock-based compensation	—		—			922			—			—			—			922
Common stock repurchased under the Stock Repurchase Program	(5,713,554	)	—			—			—			—			(163,545		)	(163,545		)
Retirement of treasury stock	—		(41		)	(119,524		)	—			—			119,565			—
Net income for the year ended December 31, 2015	—		—			—			149,478			—			—			149,478
Other comprehensive income (loss):
Currency translation adjustment, net of tax of $0	—		—			—			—			(2,466		)	—			(2,466		)
Deconsolidation of St. Maarten post-retirement benefit plan, net of tax of $0	—		—			—			—			1,893			—			1,893
Other	—		—			—			—			(17		)	—			(17		)
Balance as of December 31, 2015	69,705,619		$	719		$	381,475		$	(31,024	)	$	(20,151	)	$	(60,057	)	$	270,962

The accompanying notes are an integral part of these consolidated financial statements.

F-5

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2015, 2014 and 2013

(In thousands)

	2015			2014			2013
Operating activities:
Net income (loss)	$	149,478		$	59,457		$	(2,525	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for uncollectible Vacation Interests sales revenue	80,772			57,202			44,670
Amortization of capitalized financing costs and original issue discounts	6,233			5,337			7,079
Amortization of capitalized loan origination costs and net portfolio discounts	12,713			8,918			5,955
Depreciation and amortization	34,521			32,529			28,185
Stock-based compensation	14,948			16,202			40,533
Excess tax benefits from stock-based compensation	(922		)	—			—
Non-cash expense related to Alter Ego Suit	—			—			5,508
Loss on extinguishment of debt	—			46,807			15,604
Impairments and other write-offs	12			240			1,587
Gain on disposal of assets	(8		)	(265		)	(982		)
Gain on bargain purchase from business combinations, net of tax	—			—			(2,879		)
Deferred income taxes	46,146			24,424			3,264
Loss on foreign currency exchange	1,210			362			245
Gain on mortgage repurchase	(515		)	(621		)	(111		)
Unrealized loss on derivative instruments	462			—			—
Unrealized loss on post-retirement benefit plan	—			171			887
Loss on investment in joint venture	122			—			—
Changes in operating assets and liabilities excluding acquisitions:
Cash in escrow and restricted cash	(16,137		)	3,256			(4,901		)
Vacation Interests notes receivable	(216,954		)	(158,842		)	(128,803		)
Due from related parties, net	18,581			2,580			(11,568		)
Other receivables, net	3,726			(5,412		)	(5,853		)
Prepaid expenses and other assets, net	10,044			(16,823		)	(6,534		)
Unsold Vacation Interests, net	(59,611		)	22,784			7,131
Accounts payable	1,374			(288		)	(6,446		)
Due to related parties, net	23,084			(8,413		)	(20,842		)
Accrued liabilities	70,527			17,628			13,119
Income taxes receivable and payable	558			(1,402		)	1,247
Deferred revenues	(4,470		)	15,483			14,272
Net cash provided by (used in) operating activities	$	175,894		$	121,314		$	(2,158	)
The accompanying notes are an integral part of these consolidated financial statements.

F-6

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS—Continued
For the years ended December 31, 2015, 2014 and 2013
(In thousands)
	2015			2014			2013
Investing activities:
Property and equipment capital expenditures	$	(26,325	)	$	(17,950	)	$	(15,150	)
Purchase of intangible assets	(8,993		)	—			—
Investment in joint venture in Asia	(1,500		)	—			—
Purchase of assets in connection with the Gold Key Acquisition, net of cash acquired of $66	(167,434		)	—			—
Purchase of assets in connection with the PMR Service Companies Acquisition	—			—			(47,417		)
Cash acquired in connection with the Island One Acquisition	—			—			569
Proceeds from sale of assets	567			850			3,933
Net cash used in investing activities	(203,685		)	(17,100		)	(58,065		)
Financing activities:
Changes in restricted cash	(13,817		)	9,363			(38,645		)
Proceeds from issuance of Senior Credit Facility	147,000			442,775			—
Proceeds from issuance of revolving credit facility	—			—			15,000
Proceeds from issuance of securitization notes and Funding Facilities	649,159			466,325			552,677
Proceeds from issuance of notes payable	—			1,113			5,357
Payments on Senior Credit Facility	(18,109		)	(2,225		)	—
Payments on revolving credit facility	—			—			(15,000		)
Payments on Senior Secured Notes, including redemption premium	—			(404,683		)	(56,628		)
Payments on securitization notes and Funding Facilities	(515,728		)	(348,454		)	(427,472		)
Payments on notes payable	(13,003		)	(30,721		)	(137,220		)
Payments of debt issuance costs	(11,706		)	(15,852		)	(9,996		)
Excess tax benefits from stock-based compensation	922			—			—
Proceeds from issuance of common and preferred stock, net of related costs	—			—			204,332
Repurchase of outstanding warrants	—			—			(10,346		)
Common stock repurchased under the Stock Repurchase Program	(163,545		)	(16,077		)	—
Payments related to early extinguishment of notes payable	—			—			(2,034		)
Proceeds from exercise of stock options	2,939			3,355			—
Payments for derivative instrument	(316		)	—			—
Net cash provided by financing activities	63,796			104,919			80,025
Net increase in cash and cash equivalents	36,005			209,133			19,802
Effects of changes in exchange rates on cash and cash equivalents	(537		)	(1,167		)	173
Cash and cash equivalents, beginning of period	255,042			47,076			27,101
Cash and cash equivalents, end of period	$	290,510		$	255,042		$	47,076

The accompanying notes are an integral part of these consolidated financial statements.

F-7

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS —Continued

For the years ended December 31, 2015, 2014 and 2013

(In thousands)

	2015			2014		2013
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash interest paid on corporate indebtedness	$	24,954		$	55,208	$	62,956
Cash interest paid on securitization notes and Funding Facilities	$	16,761		$	15,068	$	16,597
Cash paid for taxes, net of cash tax refunds	$	2,903		$	3,094	$	1,245
Purchase of assets in connection with the Gold Key Acquisition (2015), the Island One Acquisition and the PMR Service Companies Acquisition (2013):
Fair value of assets acquired	$	111,722		$	—	$	134,404
Gain on bargain purchase recognized	—			—		(2,879		)
Goodwill acquired	73,879			—		30,632
Cash paid	(167,500		)	—		(47,417		)
DRII common stock issued	—			—		(73,307		)
Deferred tax liability	—			—		(19,140		)
Liabilities assumed	$	18,101		$	—	$	22,293
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Insurance premiums financed through issuance of notes payable	$	13,141		$	10,599	$	11,480
Assets held for sale reclassified to unsold Vacation Interests, net	$	12,488		$	—	$	—
Unsold Vacation Interests, net reclassified to property and equipment	$	—		$	5,995	$	—
Unsold Vacation Interests, net reclassified to assets held for sale	$	—		$	4,254	$	9,758
Information technology software and support financed through issuance of notes payable	$	—		$	472	$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-8

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Background, Business and Basis of Presentation

Business and Background

On July 24, 2013, Diamond Resorts International, Inc. ("DRII") closed the initial public offering (the "IPO") of an aggregate of 17,825,000 shares of its common stock at the IPO price of $14.00 per share. In the IPO, DRII sold 16,100,000 shares of common stock, and Cloobeck Diamond Parent, LLC ("CDP"), in its capacity as a selling stockholder, sold 1,725,000 shares of common stock. The net proceeds to DRII were $204.3 million after deducting all offering expenses.

DRII was incorporated as a Delaware corporation on January 11, 2013 to effect the Reorganization Transactions (defined below) and consummate the IPO. Immediately prior to the consummation of the IPO, Diamond Resorts Parent, LLC ("DRP") was the sole stockholder of DRII. In connection with, and immediately prior to the completion of the IPO, each member of DRP contributed all of its equity interests in DRP to DRII in return for shares of common stock of DRII. Following this contribution, DRII redeemed the shares of common units held by DRP and DRP was merged with and into DRII, with DRII being the surviving entity. The Company refers to these and other related transactions entered into substantially concurrently with the IPO as the "Reorganization Transactions."

DRII is a holding company, and its principal asset is the direct and indirect ownership of equity interests in its subsidiaries, including Diamond Resorts Corporation ("DRC"), which is the operating subsidiary that has historically conducted the business described below.

Except where the context otherwise requires or where otherwise indicated, references in the consolidated financial statements to "the Company" refer to DRP prior to the consummation of the Reorganization Transactions, and DRII, as the successor to DRP, following the consummation of the Reorganization Transactions, in each case together with its subsidiaries, including DRC.

The Company operates in the hospitality and vacation ownership industry, with a worldwide resort network of 379 vacation destinations located in 35 countries throughout the world, including the continental United States ("U.S."), Hawaii, Canada, Mexico, the Caribbean, Central America, South America, Europe, Asia, Australia, New Zealand and Africa (as of January 31, 2016). The Company’s resort network includes 109 resort properties with approximately 12,000 units that are managed by the Company and 250 affiliated resorts and hotels and 20 cruise itineraries, which the Company does not manage and do not carry the Company's brand, but are a part of the Company's resort network and, through THE Club and other Club offerings (the "Clubs"), are available for its members to use as vacation destinations.

The Company’s operations consist of two interrelated businesses: (i) hospitality and management services, which includes operations related to the management of the homeowners associations (the "HOAs") for resort properties and eight multi-resort trusts and one single-resort trust (collectively, the "Diamond Collections"), operations of the Clubs, food and beverage venues owned and managed by the Company and the provision of other hospitality and management services and (ii) vacation interests ("VOIs" or "Vacation Interests") sales and financing, which includes marketing and sales of VOIs and consumer financing for purchasers of the Company’s VOIs. Historically, we have derived a majority of the Company's total revenue and net income from the vacation interests sales and financing segment.

Through December 31, 2014, hospitality and management services also included operations of two properties located in St. Maarten for which a wholly-owned subsidiary of the Company functioned as the HOA. Effective January 1, 2015, the Company assigned the rights and related obligations associated with assets it previously owned as the HOA for these properties to newly created HOAs (the "St. Maarten HOAs"). Since then, the Company has had no beneficial interest in the St. Maarten HOAs, except through its ownership of VOIs, but continues to serve as the manager of the St. Maarten HOAs pursuant to customary management services agreements. As a result, the operating results and the assets and liabilities of the St. Maarten properties were deconsolidated from the Company's consolidated financial statements effective January 1, 2015 (with the exception of all employee-related liabilities including the post-retirement benefit plan, which were transferred to the St. Maarten HOAs during the quarter ended September 30, 2015, and cash accounts, the majority of which is expected to be transferred to the St. Maarten HOAs during the quarter ending March 31, 2016) (the "St. Maarten Deconsolidation").

On October 16, 2015, the Company completed its acquisition of substantially all of the assets of Ocean Beach Club, LLC, Gold Key Resorts, LLC, Professional Hospitality Resources, Inc., Vacation Rentals, LLC and Resort Promotions, Inc.(collectively, the “Gold Key Companies”) relating to their operation of their vacation ownership business in Virginia Beach,

Virginia and the Outer Banks, North Carolina (the "Gold Key Acquisition"). The Company acquired management contracts, real property interests, unsold vacation ownership interests and other assets of the Gold Key Companies, adding six additional managed resorts to the Company’s resort network, in exchange for a cash purchase price of $167.5 million and the assumption of certain non-interest-bearing liabilities. At the closing of the Gold Key Acquisition, an additional $6.2 million was deposited

F-9

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

into an escrow account to support the Company’s obligations under the Default Recovery Agreement, which is treated as restricted cash in the accompanying consolidated balance sheet. See "Note 8—Prepaid expenses and other assets" for further detail on the Default Recovery Agreement.

Basis of Presentation

Except where the context otherwise requires or where otherwise indicated, the consolidated financial statements and other historical financial data included in this annual report on Form 10-K are (i) those of DRP and its subsidiaries through July 24, 2013, after giving retroactive effect to the Reorganization Transactions and (ii) those of DRII and its subsidiaries after July 24, 2013.

The Company has reclassified the amount of cash collected on overnight rental operations (the "Rental Trust Cash Accounts") on its balance sheet as of December 31, 2014 from cash in escrow and restricted cash to cash and cash equivalents. The Company concluded that the majority of the Rental Trust Cash Accounts ultimately belong to the Company, and are available for general corporate use. Consequently, the Company reclassified $12.6 million to cash and cash equivalents as of December 31, 2014 to conform to the current year presentation. In addition, the Company revised its statements of cash flows for the years ended December 31, 2014 and 2013 to reflect these reclassifications.

In addition, the Company reclassified certain amounts related to changes in cash in escrow and restricted cash from cash flows from financing activities to cash flows from operating activities in its statements of cash flows for the years ended December 31, 2014 and 2013 to conform to the current period presentation. The revisions and impact on the previously-issued balance sheet and statements of cash flows are not material.

Note 2    — Summary of Significant Accounting Policies

Significant accounting policies are those policies that, in management's view, are most important in the portrayal of the Company's financial condition and results of operations. The methods, estimates and judgments that the Company uses in applying its accounting policies have a significant impact on the results that it reports in the financial statements. Some of these significant accounting policies require the Company to make subjective and complex judgments regarding matters that are inherently uncertain. Those significant accounting policies that require the most significant judgment are discussed further below.

Principles of Consolidation—The accompanying consolidated financial statements include all subsidiaries of the Company. All significant intercompany transactions and balances have been eliminated from the accompanying consolidated financial statements.

Use of Estimates—The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") requires the Company to make difficult and subjective judgments that affect the reported amounts of assets, liabilities, revenues and expenses, often as a result of the need to make estimates regarding matters that are inherently uncertain. The methods, estimates and judgments that the Company uses in applying its accounting policies have a significant impact on the results that the Company reports in its financial statements. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue, bad debts, unsold Vacation Interests, net, Vacation Interests cost of sales, stock-based compensation expense and income taxes. These estimates are based on historical experience and various other assumptions that management believes are reasonable under the circumstances. The results of the Company's analyses form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to the Company's consolidated financial statements.

Significant estimates are also used by the Company to record a provision for uncollectible Vacation Interests notes receivable. This provision is calculated as projected gross losses for originated Vacation Interests notes receivable, taking into account estimated VOI recoveries. The Company applies its historical default percentages based on credit scores of the individual customers to its Vacation Interests notes receivable population and evaluates other factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. If actual Vacation Interests notes receivable losses differ materially from these estimates, the Company's future results of operations may be adversely impacted.

Significant estimates were used by the Company to estimate the fair value of the assets acquired and liabilities assumed in the acquisition of certain assets in connection with the Gold Key Acquisition. These estimates included projections of future cash flows derived from sales of VOIs, member relationship lists, management services revenue and rental income. Additionally, the Company made significant estimates of costs associated with such projected revenues including but not limited to recoveries and discount rates. The Company also made significant estimates which include: (i) allowance for loan

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

and contract losses and provision for uncollectible Vacation Interests sales revenue; (ii) estimated useful lives of property and equipment; (iii) estimated useful lives of intangible assets acquired; (iv) estimated costs to build or acquire any additional Vacation Interests, estimated total revenues expected to be earned on a project, related estimated provision for uncollectible Vacation Interests sales revenue and sales incentives, estimated projected future cost and volume of recoveries of VOIs, estimated sales price per point and estimated number of points to be sold used to allocate certain unsold Vacation Interests to Vacation Interests cost of sales under the relative sales value method (See "Vacation Interests Cost of Sales" below for further detail on this method); and (v) the valuation allowance recorded against deferred tax assets. It is at least reasonably possible that a material change in one or more of these estimates may occur in the near term and that such change may materially affect actual results.

In addition, significant estimates are used by the Company to estimate compensation expense related to employee and non-employee stock options issued by the Company under the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (the "2013 Plan") and the Company's 2015 Equity Incentive Compensation Plan (the "2015 Plan"). The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of the stock options granted to its employees (including, from an accounting perspective, non-employee directors in their capacity as such) and employees and independent contractors of HM&C through December 31, 2014 and Mr. Lowell D. Kraff, the Vice Chairman of the Board of Directors of the Company (with respect to the stock-based compensation issued to him in connection with the IPO) ("Non-Employees"). The expected volatility is calculated based on the historical volatility of the stock prices for a group of identified peer companies for the expected term of the stock options on the grant date (which is significantly greater than the volatility of the S&P 500® index as a whole during the same period) due to the lack of historical trading prices for the Company's common stock. The average expected option life represents the period of time the stock options are expected to be outstanding at the issuance date based on management’s estimate using the simplified method prescribed under the SEC Staff Accounting Bulletin Topic 14: Share-Based Payment ("SAB 14") for employee grants and the contractual term for Non-Employee grants. The risk-free interest rate is calculated based on U.S. Treasury zero-coupon yield, with a remaining term that approximates the expected option life assumed at the date of issuance. The expected annual dividend per share is 0% based on the Company’s expected dividend rate. See "Note 21—Stock-Based Compensation" for further detail on the Company's stock options issued under the 2013 Plan and the 2015 Plan.

Management and Member Services Revenue Recognition—Management and member services revenue includes resort management fees charged to the HOAs and the Diamond Collections, as well as revenues from the Company's operation of the Clubs. These revenues are recorded and recognized as follows:

• Management fee revenues are recognized in accordance with the terms of the Company's management contracts. Under the Company's management agreements, the Company collects management fees from the HOAs and Diamond Collection's non-profit members associations (the "Collection Associations"), which are recognized as revenue ratably throughout the year as earned. The management fees the Company earns are included in the HOAs' and Diamond Collections' operating budgets which, in turn, are used to establish the annual maintenance fees owed by each owner of VOIs.

• The Company charges an annual fee for membership in each of the Clubs. In addition to annual dues associated with the Clubs, the Company also earns revenue associated with the legacy owners of deeded intervals at resorts that the Company acquired in its strategic acquisitions exchanging the use of their intervals for points membership in the Clubs, which requires these owners to pay the annual fees associated with Club membership, and the Company generally encourages holders of these deeded intervals to exchange the use of their intervals for points memberships in the Clubs. The Company also earns reservation protection plan revenue, which is an optional fee paid by customers when making a reservation to protect their points should they need to cancel their reservation, and through the Company's provision of other travel and discount related benefits as well as call center services provided to the HOAs and the Diamond Collections.

Management and member services revenue also included commissions received under the fee-for-service agreements it had with Island One, Inc. from July 2011 until July 2013, when the Company completed the acquisition of all of the equity interests of Island One, Inc. and Crescent One, LLC in exchange for $73.3 million in shares of the Company's common stock (the "Island One Acquisition").

All of these revenues are allocated to the hospitality and management services business segment.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Consolidated Resort Operations Revenue Recognition—Consolidated resort operations revenue consists of the following:

• The Company functioned as an HOA for its properties located in St. Maarten through December 31, 2014. Consolidated resort operations revenue included the maintenance fees billed to owners and the Diamond Collections in connection with the St. Maarten resorts, which were recognized ratably over the year. In addition, the owners were billed for capital project assessments to repair and replace the amenities of these resorts, as well as assessments to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue with offsetting expense recorded under consolidated resort operations expense. See “Consolidated Resort Operations Expenses” below for further detail. All operating revenues and expenses associated with these properties were consolidated within the Company's financial statements, except for intercompany transactions, such as maintenance fees for the Company's owned inventory and management fees for the owned inventory, which were eliminated. Revenue associated with these properties historically constituted a majority of the Company's consolidated resort operations revenue. Effective January 1, 2015, however, in conjunction with the St. Maarten Deconsolidation, the consolidated resort operations revenue from the St. Maarten resorts was eliminated from the Company's consolidated statements of operations and comprehensive income (loss). See "Note 1—Background, Business and Basis of Presentation" for further detail on this transaction.

The Company also receives:

•food and beverage revenue at certain resorts whose restaurants the Company owns and operates;

• lease revenue from third parties to which the Company outsources the management of its golf course and food and beverage operations at certain resorts;

•revenue from providing cable, telephone and technology services to HOAs; and

•other incidental revenues generated at the venues the Company owns and operates, including retail and gift shops, spa services, safe rental and ticket sales.

Through December 31, 2013, consolidated resort operations revenue also included greens fees and equipment rental fees at certain golf courses owned and operated by the Company at certain resorts prior to outsourcing the management of these golf courses.

All of these revenues are allocated to the hospitality and management services business segment.

Vacation Interests Sales Revenue Recognition—With respect to the Company's recognition of revenue from Vacation Interests sales, the Company follows the guidelines included in Accounting Standards Codification ("ASC") 978, “Real Estate-Time-Sharing Activities” ("ASC 978"). Under ASC 978, Vacation Interests sales revenue is divided into separate components that include the revenue earned on the sale of the VOI and the revenue earned on the sales incentive given to the customer as motivation to purchase the VOI. Each component is treated as a separate transaction but both are recorded in Vacation Interests sales line of the Company's statement of operations and comprehensive income (loss). In order to recognize revenue on the sale of VOIs, ASC 978 requires a demonstration of a buyer's commitment (generally a cash payment of 10% of the purchase price plus the value of any sales incentives provided). A buyer's down payment and subsequent mortgage payments are adequate to demonstrate a commitment to pay for the VOI once 10% of the purchase price plus the value of the incentives provided to consummate a VOI transaction has been covered. The Company recognizes sales of VOIs on an accrual basis after (i) a binding sales contract has been executed; (ii) the buyer has adequately demonstrated a commitment to pay for the VOI; (iii) the rescission period required under applicable law has expired; (iv) collectibility of the receivable representing the remainder of the sales price is reasonably assured; and (v) the Company has completed substantially all of its obligations with respect to any development related to the real estate sold (i.e., construction has been substantially completed and certain minimum project sales levels have been met). If the buyer's commitment has not met ASC 978 guidelines, the Vacation Interests sales revenue and related Vacation Interests cost of sales and direct selling costs are deferred and recognized under the installment method until the buyer's commitment is satisfied, at which time the remaining amount of the sale is recognized. The net deferred revenue is recorded as a reduction to Vacation Interests notes receivable on the Company's balance sheet. Under ASC 978, the provision for uncollectible Vacation Interests sales revenue is recorded as a reduction of Vacation Interests sales revenue.

Vacation Interests Sales Revenue, Net—Vacation Interests sales revenue, net is comprised of Vacation Interests sales, net of a provision for uncollectible Vacation Interests sales revenue. Vacation Interests sales consist of revenue from the sale of points, which can be utilized for vacations at any of the resorts in the Company's network for varying lengths of stay, net of an amount equal to the expense associated with sales incentives. A variety of sales incentives are routinely provided as sales tools.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Sales centers have predetermined budgets for sales incentives and manage the use of incentives accordingly. A provision for uncollectible Vacation Interests sales revenue is recorded upon completion of each financed sale. The provision for uncollectible Vacation Interests sales revenue is calculated based on historical default experience associated with the customer's Fair Isaac Corporation ("FICO") score. Additionally, the Company analyzes its allowance for loan and contract losses quarterly and makes adjustments based on current trends in consumer loan delinquencies and defaults and other criteria, if necessary. All of the Company's Vacation Interests sales revenue, net is allocated to the Vacation Interests sales and financing business segment.

Interest Revenue—The Company's interest revenue consists primarily of interest earned on consumer loans. Interest earned on consumer loans is accrued based on the contractual provisions of the loan documents. Interest accruals on consumer loans are suspended at the earliest of (i) the customer's account becoming over 180 days delinquent, or (ii) the completion of cancellation or foreclosure proceedings. If payments are received while a consumer loan is considered delinquent, interest is recognized on a cash basis. Interest accrual resumes once a customer has made six timely payments on the loan and brought the account current. All interest revenue is allocated to the Vacation Interests sales and financing business segment, with the exception of interest revenue earned on the Company's bank account balances, which is reported in corporate and other.

Other Revenue—Other revenue includes (i) collection fees paid by owners when they bring their maintenance fee accounts current after collection efforts have been made by the Company on behalf of the HOAs and Collection Associations; (ii) closing costs paid by purchasers on sales of VOIs; (iii) revenue associated with certain sales incentives given to customers as motivation to purchase a VOI (in an amount equal to the expense associated with such sales incentives), which is recorded upon recognition of the related VOI sales revenue; (iv) late/impound fees assessed on consumer loans; (v) loan servicing fees earned for servicing third-party portfolios; (vi) commission revenue earned from certain third-party lenders that provide consumer financing for sales of the Company's VOIs in Europe; and (vii) revenue recognized when customers' non-refundable deposits are forfeited upon the customers' failure to close on VOI transactions. Revenues associated with item (i) above are allocated to the Company's hospitality and management services business segment. Revenues associated with the remaining items above are allocated to the Company's Vacation Interests sales and financing business segment.

Management and Member Services Expense—Substantially all direct expenses related to the provision of services to the HOAs (other than for the Company's St. Maarten resorts, for which the Company functioned as the HOA through December 31, 2014) and the Diamond Collections are recovered through the Company's management agreements and, consequently, are not recorded as expenses. The Company passes through to the HOAs and the Collection Associations certain overhead charges incurred to manage the resorts. In accordance with guidance included in ASC 605-45, “Revenue Recognition - Principal Agent Considerations," reimbursements from the HOAs and the Collection Associations relating to pass-through costs are recorded net of the related expenses. These expenses are allocated to the hospitality and management services business segment.

Expenses associated with the Company's operation of the Clubs include costs incurred for outsourced (prior to December 31, 2015) and in-house call centers, annual membership fees paid to a third-party exchange company on behalf of members of the Clubs, as applicable, and administrative expenses. These expenses are allocated to the hospitality and management services business segment.

Between January 1, 2013 and July 24, 2013, management and member services expenses also included costs incurred under the fee-for-service agreements with Island One, Inc. This arrangement was terminated in conjunction with the Island One Acquisition.

These expenses are allocated to the hospitality and management services business segment.

Consolidated Resort Operations Expense—Through December 31, 2014, with respect to the two resorts located in St. Maarten, the Company recorded expenses associated with housekeeping, front desk, maintenance, landscaping and other similar activities, which were recovered by the maintenance fees recorded in consolidated resort operations revenue. In addition, for these two properties, the Company also billed the owners for capital project assessments to repair and replace the amenities of these resorts, as well as assessments to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue with offsetting expense recorded under consolidated resort operations expense. The Company's expense associated with the St. Maarten properties historically constituted a majority of the Company's consolidated resort operations expense. Effective January 1, 2015, however, in conjunction with the St. Maarten Deconsolidation, the consolidated resort operations expense from the St. Maarten resorts was eliminated from the Company's consolidated statements of operations and comprehensive income (loss). See "Note 1—Background, Business and Basis of Presentation" for further detail on the St. Maarten Deconsolidation. Furthermore, consolidated resort operations expense includes the costs related to food and beverage operations at certain resorts whose restaurants the Company operates directly.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Similarly, the expenses of operating spas and retail and gift shops are included in consolidated resort operations expense. These expenses are allocated to the hospitality and management services business segment.

Through December 31, 2013, consolidated resort operations expense also included costs at certain golf courses owned and operated by the Company at certain resorts prior to outsourcing the management of these golf courses.

Vacation Interests Cost of Sales—At the time the Company records Vacation Interests sales revenue, it records the related Vacation Interests cost of sales. The Company records Vacation Interests cost of sales using the relative sales value method in accordance with ASC 978. This method, which was originally designed more for developers of timeshare resorts, requires the Company to make a number of projections and estimates, which are subject to significant uncertainty. In order to determine the amounts that must be expensed for each dollar of Vacation Interests sales with respect to a particular project, the Company is required to prepare a forecast of sales and certain costs for the entire project's life cycle. These forecasts require the Company to estimate, among other things, the costs to acquire (or if applicable, build) additional VOIs, the total revenues expected to be earned on the project (including estimations of sales price per point and the aggregate number of points to be sold), the proper provision for uncollectible Vacation Interests sales revenue, sales incentives, and the projected future cost and volume of recoveries of VOIs. Then, these costs as a percentage of Vacation Interests sales are determined and that percentage is applied retroactively to all prior sales and is applied to sales within the current period and future periods with respect to a particular project. These projections are reviewed on a regular basis, and the relevant estimates used in the projections are revised (if necessary) based upon historical results and management's new estimates. The Company requires a seasoning of pricing strategy changes before such changes fully affect the projections, which generally occurs over a six-month period. If any estimates are revised, the Company is required to adjust its Vacation Interests cost of sales using the revised estimates, and the entire adjustment required to correct Vacation Interests cost of sales over the life of the project to date is taken in the period in which the estimates are revised. Accordingly, small changes in any of the numerous estimates in the model can have a significant financial statement impact, both positively and negatively, due to the retroactive adjustment required by ASC 978. See “Unsold Vacation Interests, net” below for further detail. All of these costs are allocated to the Vacation Interests sales and financing business segment.

Advertising, Sales and Marketing Costs—Advertising, sales and marketing costs are expensed as incurred, except for costs directly related to VOI sales that are not eligible for revenue recognition under ASC 978, as described in "—Vacation Interests Sales Revenue Recognition” above, which are deferred along with related revenue until the buyer's commitment requirements are satisfied. Advertising, sales and marketing costs are allocated to the Vacation Interests sales and financing business segment. Advertising expense recognized was $10.3 million, $7.3 million and $6.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Vacation Interests Carrying Cost, Net—The Company is responsible for paying annual maintenance fees and reserves to the HOAs and the Collection Associations on its unsold VOIs. Vacation Interests carrying cost, net also includes amounts paid for delinquent maintenance fees related to VOIs eligible for recovery pursuant to the Company's inventory recovery and assignment agreements ("IRAAs") except for amounts that are capitalized to unsold Vacation Interests, net. See "Note 6—Transactions with Related Parties—Inventory Recovery and Assignment Agreements" for further detail on IRAAs.

To offset the Company's gross Vacation Interests carrying cost, the Company rents VOIs controlled by the Company to third parties on a short-term basis. The Company also generates revenue on sales of sampler programs ("Sampler Packages"), which allow prospective owners to stay at a resort property on a trial basis. This revenue and the associated expenses are deferred until the vacation is used by the customer or the expiration date, whichever is earlier. Revenue from resort rentals and Sampler Packages is recognized as a reduction to Vacation Interests carrying cost, with the exception of revenue from the Company's European sampler product, which has a duration of three years and is treated as Vacation Interests sales revenue. Vacation Interests carrying cost, net is allocated to the Vacation Interests sales and financing business segment.

Loan Portfolio Expense—Loan portfolio expense includes payroll and administrative costs of the finance operations and credit card processing fees. These costs are expensed as incurred, with the exception of Vacation Interests notes receivable origination costs, which are capitalized and amortized over the term of the related Vacation Interests notes receivable as an adjustment to interest revenue using the effective interest method in accordance with guidelines issued under ASC 310, “Receivables” ("ASC 310"). These expenses are allocated to the Vacation Interests sales and financing business segment, with the exception of a portion of expenses incurred by the in-house collections department, which are allocated to the hospitality and management services business segment.

Other Operating Expenses—Other operating expenses include credit card fees incurred by the Company when customers remit down payments associated with a VOI purchase in the form of credit cards and also include certain sales incentives given to customers as motivation to purchase VOIs, all of which are expensed as the related Vacation Interests sales revenue is recognized. These expenses are allocated to the Company's Vacation Interests sales and financing business segment.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

General and Administrative Expense—General and administrative expense includes payroll and benefits, legal, audit and other professional services, costs related to mergers and acquisitions, travel costs, technology-related costs, corporate facility expense. In addition, general and administrative expense includes recovery of the Company's expenses incurred on behalf of the HOAs and the Diamond Collections the Company manages in accordance with the Company's management agreements. In accordance with guidance included in ASC 605-45, “Revenue Recognition - Principal Agent Considerations," recovery from the HOAs and the Collection Associations is recorded net of the related expense. General and Administrative expense is not allocated to the Company's business segments, but rather are reported under corporate and other.

Depreciation and Amortization—The Company records depreciation expense in connection with depreciable property and equipment it purchased or acquired, including buildings and leasehold improvements, furniture and office equipment, land improvements and computer software and equipment. In addition, the Company records amortization expense on intangible assets with a finite life acquired by the Company, including management contracts, member relationships, distributor relationships and others. Depreciation and amortization expense is not allocated to the Company's business segments, but rather is reported in corporate and other.

Interest Expense—Interest expense related to corporate-level indebtedness is reported in corporate and other. Interest expense related to the Company's securitizations and consumer loan financings is allocated to the Vacation Interests sales and financing business segment.

Stock-based Compensation Expense—The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation"("ASC 718"). The Company measures stock-based compensation awards using a fair value method and records the related expense in its consolidated statements of operations and comprehensive income (loss). See "Note 21—Stock-Based Compensation" for further detail on the Company's stock-based compensation awards.

Income Taxes—The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which the Company operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the reversal of existing taxable temporary differences, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded a deferred tax asset for its net operating losses, a portion of which the use thereof is subject to limitations. As a result of uncertainties regarding the Company’s ability to utilize such net operating loss carry forwards, the Company maintains a valuation allowance against the deferred tax assets attributable to these net operating losses.

Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, based solely on the technical merits. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being sustained on examination. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Cash and Cash Equivalents—Cash and cash equivalents consist of cash, money market funds, and all highly-liquid investments purchased with an original maturity date of three months or less.

Cash in Escrow and Restricted Cash—Cash in escrow consists of deposits received on sales of VOIs that are held in escrow until the legal rescission period has expired. Restricted cash consists primarily of reserve cash held for the benefit of the secured note holders including the prefunding account and cash collections on certain Vacation Interests notes receivable that secure collateralized notes.

Vacation Interests notes receivable and related allowance—The Company accounts for Vacation Interests notes receivable in accordance with ASC 310. Vacation Interests notes receivable include mortgages receivable for the financing of previously sold intervals and contracts receivable for the financing of points.

Vacation Interests notes receivable that the Company originates or acquires are recorded net of (i) deferred loan and contract costs; (ii) the discount or premium on the acquired mortgage pool; and (iii) the related allowance for loan and contract losses. Loan and contract origination costs incurred in connection with providing financing for VOIs are capitalized and

F-15

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

amortized over the term of the related Vacation Interests notes receivable as an adjustment to interest revenue using the effective interest method. Because the Company currently sells VOIs only in the form of points, the Company originates contracts receivables, and is not currently originating any new mortgages. The Company records a sales provision for estimated mortgage and contracts receivable losses as a reduction to Vacation Interests sales revenue. This provision is calculated as projected gross losses for originated Vacation Interests notes receivable, taking into account estimated VOI recoveries. If actual Vacation Interests notes receivable losses differ materially from these estimates, the Company's future results of operations may be adversely impacted.

The Company applies its historical default percentages based on credit scores of the individual customers to its originated and acquired Vacation Interests notes receivable population and evaluates other factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. Any adjustments to the allowance for Vacation Interests notes receivable loss are recorded within Vacation Interests sales revenue.

The Company charges off Vacation Interests notes receivable upon the earliest of (i) the customer's account becoming over 180 days delinquent or (ii) the completion of cancellation or foreclosure proceedings. Once a delinquent customer has brought the account current following the event leading to the charge-off and makes six timely payments, the charge-off is reversed. A default in a customer's initial payment (after unsuccessful collection efforts) results in a cancellation of the sale. All collection and foreclosure costs related to delinquent loans are expensed as incurred.

The Vacation Interests notes receivable acquired in connection with the Company's strategic acquisitions are each accounted for separately as an acquired pool of loans. Any discount or premium associated with each pool of loans is amortized using an amortization method that approximates the effective interest method.

Due from Related Parties, Net and Due to Related Parties, Net—Amounts due from related parties, net, and due to related parties, net consist primarily of transactions with HOAs or Collection Associations for which the Company acts as the management company. See "Note 6—Transactions with Related Parties" for further detail. Due to the fact that the right of offset exists between the Company and the respective HOAs and Collection Associations, the Company evaluates amounts due to and from each HOA and Collection Association at each reporting period to present the balances as either a net due to or a net due from related parties in accordance with the requirements of ASC 210, “Balance Sheet—Offsetting.”

Assets Held for Sale—Assets held for sale are recorded at the lower of cost or their estimated fair value less costs to sell and are not subject to depreciation. Sale of the assets classified as such is probable, and transfer of the assets is expected to qualify for recognition as a completed sale, generally within one year of the balance sheet date. See "Note 13—Assets Held for Sale" for further information.

Unsold Vacation Interests, Net—Unsold VOIs are valued at the lower of cost or fair market value. The cost of unsold VOIs includes acquisition costs, hard and soft construction costs (which are comprised of architectural and engineering costs incurred during construction), the cost incurred to recover inventory and other carrying costs (including interest, real estate taxes and other costs incurred during the construction period). The costs capitalized for recovered intervals differ based on a variety of factors, including the method of recovery and the timing of the original sale or loan origination. Costs are expensed to Vacation Interests cost of sales under the relative sales value method described above. In accordance with ASC 978, under the relative sales value method, cost of sales is calculated as a percentage of Vacation Interests sales revenue using a cost-of-sales percentage ratio of total estimated development costs to total estimated Vacation Interests sales revenue, including estimated future revenue and incorporating factors such as changes in prices and the recovery of VOIs (generally as a result of maintenance fee and Vacation Interests notes receivable defaults). In accordance with ASC 978, the selling, marketing and administrative costs associated with any sale, whether the original sale or subsequent resale of recovered inventory, are expensed as incurred, except for the direct selling costs which are deferred and recognized under the installment method until the buyer's commitment is satisfied, at which time the remaining amount of the sale is recognized.

In accordance with ASC 978, on a quarterly basis, the Company recalculates the total estimated Vacation Interests sales revenue and total estimated costs. The effects of changes in these estimates are accounted for as a current period adjustment so that the balance sheet at the end of the period of change and the accounting in subsequent periods are as they would have been if the revised estimates had been the original estimates. These adjustments can be material.

In North America, the Company capitalizes all maintenance fees and assessments paid to the HOAs and the Collection Associations related to the IRAAs into unsold Vacation Interests, net for the first two years of a member's maintenance fee delinquency. Following this two-year period, all assessments and maintenance fees paid under these agreements are expensed in Vacation Interests carrying cost, net until such time that the inventory is recovered. No entry is recorded upon the recovery of the delinquent inventory.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

In Europe, the Company enters into informal inventory recovery arrangements similar to those in North America with the majority of the HOAs and the Collection Association for the European Collection. Accordingly, the Company capitalizes all maintenance fees and assessments paid to the HOAs and the Collection Association for the European Collection related to the inventory recovery arrangements into due from related parties-net for the first two years of a member's maintenance fee delinquency. Following this two-year period, all assessments and maintenance fees paid under these arrangements are expensed in Vacation Interests carrying cost, net until such time that the inventory is recovered. Once the delinquent inventory is recovered, the Company reclassifies the amounts capitalized in due from related parties, net to unsold Vacation Interests, net.

Goodwill—Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company does not amortize goodwill, but rather evaluates goodwill for potential impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit, as defined in ASC 350, "Intangibles—Goodwill" ("ASC 350"), is below the carrying amount.

Goodwill is tested using a two-step process. The first step of the goodwill impairment assessment, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill ("net book value"). If the fair value of a reporting unit exceeds its net book value, goodwill of the reporting unit is considered not impaired; thus, the second step of the impairment test is unnecessary. If net book value of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment assessment, used to measure the amount of impairment loss, if any, compares the implied fair value of reporting unit goodwill, which is determined in the same manner as the amount of goodwill recognized in a business combination, with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

Intangible assets—Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management contracts have estimated useful lives ranging from five to 25 years. Membership relationships and distributor relationships have estimated useful lives ranging from three to 30 years. Marketing easement rights, rights to develop inventory and rental agreements have estimated useful lives of 20 years, 14 years and four years, respectively.

The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows expected to result from the use and eventual disposition of an asset is less than its net book value, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.

Foreign Currency Translation—Assets and liabilities in foreign locations are translated into U.S. dollars using rates of exchange in effect at the end of the reporting period. Income and expense accounts are translated into U.S. dollars using average rates of exchange. The net gain or loss is shown as a translation adjustment and is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss). Holding gains and losses from foreign currency transactions are also included in the consolidated statements of operations and comprehensive income (loss).

Other Comprehensive Income (Loss)—Other comprehensive income (loss) includes all changes in equity from non-owner sources such as foreign currency translation adjustments and, through September 30, 2015, changes in accumulated obligation under the Company's defined benefit plan at its St. Maarten resorts. The defined benefit plan was deconsolidated from the Company's consolidated financial statements in the quarter ended September 30, 2015 in connection with the St. Maarten Deconsolidation. The Company accounts for other comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income."

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," which supersedes most of the current revenue recognition requirements ("ASU No. 2014-09"). The core principle of this guidance is that an entity will be required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers will also be required. Entities must adopt the new guidance using one of two retrospective application methods. The Company will adopt ASU No. 2014-09 as of its quarter ending March 31, 2018. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

In January 2015, the FASB issued ASU No. 2015-01, "Income Statement—Extraordinary and Unusual Items" ("ASU No. 2015-01"), which eliminates from U.S. GAAP the concept of extraordinary items. Extraordinary items are events and

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transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. ASU No. 2015-01 simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. ASU No. 2015-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company will adopt ASU No. 2015-01 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation" ("ASU No. 2015-02"), which is intended to respond to stakeholders' concerns about the current accounting guidance for certain legal entities. The amendments update the analysis of consolidation for limited partnerships, contractual fee arrangements and investment funds, as well as include additional guidance on the effect of related parties. The amendments in ASU No. 2015-02 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The amendments in ASU No. 2015-02 may be applied retrospectively or using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company will adopt ASU No. 2015-02 as of its quarter ending March 31, 2016. The Company is currently evaluating the standard to determine the impact of its adoption on its financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest" ("ASU No. 2015-03"), which is intended to simplify the presentation of debt issuance costs. The amendments in ASU No. 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU No. 2015-03. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company will adopt ASU No. 2015-03 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will result in a reclassification between assets and liabilities but will have no other impact on its financial statements.

In April 2015, the FASB issued ASU No. 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software" ("ASU No. 2015-05"), which provides guidance to customers about whether a cloud computing arrangement includes a software license and, if so, how the software license element of the arrangement should be accounted for by the customer. ASU No. 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company will adopt ASU No. 2015-05 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments" ("ASU No. 2015-16"), which requires that an acquirer in a business combination recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU No 2015-16 also requires that the acquirer record, in the current period's financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU No. 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not been issued. The Company will adopt ASU No. 2015-16 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes - Balance Sheet Classification of Deferred Taxes" ("ASU No. 2015-17"), which eliminates the current requirement for an entity to present deferred income tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in ASU No. 2015-17 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. The amendments may be applied prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company will adopt ASU No. 2015-17 as of its quarter ending March 31, 2017. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU No. 2016-01"). The amendments in ASU No. 2016-01 require changes to the measurement and presentation of certain equity investments, as well as to the disclosures pertaining to these equity investments. The amendments in ASU No. 2016-01 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The new guidance permits early adoption of certain provisions in the Update. The Company will adopt ASU No. 2016-01 as of its quarter ending March 31, 2018. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

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In February 2016, the FASB issued ASU No. 2016-02, "Leases" ("ASU No. 2016-02"). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

Note 3 — Concentrations of Risk

Credit Risk—The Company is exposed to on-balance sheet credit risk related to its Vacation Interests notes receivable. The Company offers financing to the buyers of VOIs and bears the risk of defaults on promissory notes delivered to it by buyers of VOIs. If a buyer of VOIs defaults, the Company generally attempts to resell such VOIs by exercise of a power of sale. The associated marketing, selling, and administrative costs from the original sale are not recovered, and such costs must be incurred again to resell the VOIs. Although in many cases the Company may have recourse against a buyer of VOIs for the unpaid price, certain states have laws that limit the Company’s ability to recover personal judgments against customers who have defaulted on their loans. The Company has generally not pursued this remedy.

The Company maintains cash, cash equivalents, cash in escrow, and restricted cash with various financial institutions. These financial institutions are located throughout North America, Europe and the Caribbean. A significant portion of the Company's cash is maintained with a select few banks and is, accordingly, subject to credit risk. Periodic evaluations of the relative credit standing of financial institutions maintaining the deposits are performed to evaluate and mitigate, if necessary, any credit risk.

Availability of Funding Sources—The Company has historically funded Vacation Interests notes receivable and unsold Vacation Interests with borrowings through its financing facilities and internally generated funds. Borrowings are in turn repaid with the proceeds received by the Company from repayments of such Vacation Interests notes receivable. To the extent that the Company is not successful in maintaining or replacing existing financings, it may have to curtail its sales and marketing operations or sell assets, thereby resulting in a material adverse effect on the Company’s results of operations, cash flows and financial condition.

Geographic Concentration—Portions of the Company's consumer loan portfolio are concentrated in certain geographic regions within the U.S. The deterioration of the economic condition and financial well-being of the regions in which the Company has significant loan concentrations could adversely affect the results of operations for its consumer loan portfolio business. The credit risk inherent in such concentrations is dependent upon regional and general economic stability, which affects property values and the financial well-being of the borrowers. As of December 31, 2015 and 2014, the Company's loans to California residents constituted 33.3% and 32.4%, respectively, of the consumer loan portfolio. No other state or foreign country concentration accounted for more than 10.0% of the portfolio.

Interest Rate Risk—Since a significant portion of the Company’s indebtedness bears interest at variable rates, any increase in interest rates beyond amounts covered under the Company’s derivative financial instruments, particularly if sustained, could have an adverse effect on the Company’s results of operations, cash flows and financial position.

The Company derives net interest income from its financing activities because the interest rates it charges its customers who finance the purchase of their VOIs exceed the interest rates the Company pays to its lenders. Since the Company’s customer receivables generally bear interest at fixed rates, increases in interest rates will erode the spread in interest rates that the Company has historically obtained.

During the years ended December 31, 2015, 2014 and 2013, the Company entered into a series of interest rate cap and swap agreements to manage its exposure to interest rate increases, all of which except the December 2015 Swap (discussed below) were terminated by December 31, 2015.

On December 11, 2015, as required by the Company's $200.0 million conduit facility that was most recently amended on July 1, 2015 (the "Conduit Facility"), the Company entered into an interest rate swap agreement to manage its exposure to fluctuations in interest rates, effective December 15, 2015 (the "December 2015 Swap"). The December 2015 Swap has a notional amount of $20.5 million and is scheduled to mature on December 20, 2025. The Company pays interest at a fixed rate of 2.38% based on a floating notional amount in accordance with a pre-determined amortization schedule, and receives interest based on one-month floating LIBOR. The December 2015 Swap did not qualify for hedge accounting. See "Note 16—Borrowings" for further detail on the Conduit Facility.

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As of December 31, 2015, the fair value of the December 2015 Swap was calculated to be $0.1 million based on a valuation report provided by a counterparty. The fair value was recorded as a derivative liability with an offsetting charge to interest expense.

Note 4 — Cash in Escrow and Restricted Cash

The nature of selected balances included in cash in escrow and restricted cash includes:

Securitization and Funding Facilities collection and reserve cash—prefunding and reserve cash held for the benefit of secured note holders and cash collections on certain Vacation Interests notes receivable that secure collateralized notes. The Conduit Facility and the $100.0 million loan sale facility with Quorum Federal Credit Union (the "Quorum Facility") are collectively referred to as the "Funding Facilities." See "Note 16—Borrowings" for further detail on the Conduit Facility and the Quorum Facility.

As of December 31, 2014, Securitization and Funding Facilities collection and reserve cash included $4.4 million related to the future funding of Vacation Interests notes receivable associated with the issuance of $260.0 million of investment-grade rated securities in a securitization transaction completed on November 20, 2014 (the "DROT 2014-1 Notes"). $4.4 million was released to the Company's unrestricted cash account in January 2015. Securitization and Funding Facilities collection and reserve cash as of December 31, 2015 did not include any such amount.

Cash in escrow and restricted cash consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Securitization and Funding Facilities collection and reserve cash	$	50,943	$	39,784
Collected on behalf of St. Maarten and other HOAs	18,626		15,970
Escrow	13,423		9,830
Deposits related to Vacation Interests notes receivable servicing agreements	10,680		—
Bonds and deposits	883		882
Other	3,740		1,892
Total cash in escrow and restricted cash	$	98,295	$	68,358

In connection with the Gold Key Acquisition, the Company deposited $6.2 million into an escrow account in connection with required buyouts, upgrade fees and defaulted inventory purchases related to pre-closing Gold Key consumer receivables retained by the seller, and is treated as restricted cash.

Note 5 — Vacation Interests Notes Receivable and Allowance

The Company provides financing to purchasers of VOIs at North American and St. Maarten sales centers that is collateralized by their VOIs. Eligibility for this financing is principally dependent upon the customers’ FICO credit scores and other factors based on review of the customer's credit history. As of December 31, 2015, the Vacation Interests notes receivable bore interest at fixed rates ranging from 6.0% and 18.0%. The terms of the Vacation Interests notes receivable range from two years to 15 years and may be prepaid at any time without penalty. Vacation Interests notes receivable originated by the Company within the last five years have a term of 10 years. The weighted average interest rate of outstanding Vacation Interests notes receivable was 14.6%and14.8% as of December 31, 2015 and 2014, respectively.

The Company charges off Vacation Interests notes receivable upon the earliest of (i) the customer's account becoming over 180 days delinquent or (ii) the completion of cancellation or foreclosure proceedings. Once a delinquent customer has brought the account current following the event leading to the charge-off and makes six timely payments, the charge-off is reversed. A default in a customer's initial payment (after unsuccessful collection efforts) results in a cancellation of the sale. All collection and foreclosure costs related to delinquent loans are expensed as incurred. Vacation Interests notes receivable from 91 to 180 days past due as of December 31, 2015 and 2014 were 2.5% and 2.0% of gross Vacation Interests notes receivable, respectively.

The Vacation Interests notes receivable, net balance includes deferred origination costs related to Vacation Interests notes receivable originated by the Company, net of the related allowance. Vacation Interests notes receivable origination costs incurred in connection with providing financing for VOIs are capitalized and amortized over the estimated life of the Vacation Interests notes receivable, based on historical prepayments, as a decrease to interest revenue using a method that approximates the effective interest method. Amortization of deferred loan and contract origination costs charged to interest

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revenue was $12.6 million, $8.9 million and $5.4 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Gross Vacation Interests notes receivable - securitized were collateralized against the Company’s various borrowings included in "Securitization notes and Funding Facilities" in the accompanying consolidated balance sheets. See "Note 16—Borrowings" for further detail. Gross Vacation Interests notes receivable consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Vacation Interests notes receivables - securitized	$	688,777	$	552,400
Vacation Interests notes receivables - non-securitized	81,014		56,377
Total Vacation Interests notes receivable	$	769,791	$	608,777

Vacation Interests notes receivable, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015			2014
Vacation Interests notes receivable, originated	$	744,532		$	567,564
Vacation Interests notes receivable, purchased	25,259			41,213
Vacation Interests notes receivable, gross	769,791			608,777
Allowance for loan and contract losses	(165,331		)	(130,639		)
Deferred profit on Vacation Interests transactions	(1,780		)	(1,625		)
Deferred loan and contract origination costs, net	15,546			12,253
Inventory value of defaulted mortgages that were previously purchased	4,152			9,587
Premium on Vacation Interests notes receivable, net - purchased	229			309
Vacation Interests notes receivable, net	$	622,607		$	498,662

Deferred profit on Vacation Interests transactions represents the revenues less the related direct costs (sales commissions, sales incentives, cost of sales and allowance for loan losses) related to sales that do not qualify for revenue recognition under ASC 978. See "Note 2—Summary of Significant Accounting Policies" for a description of revenue recognition criteria.

Inventory value of defaulted mortgages that were previously purchased represents the inventory underlying mortgages that have defaulted. Upon recovery of the inventory, the value is transferred to unsold Vacation Interests, net.

The following reflects the contractual principal maturities of originated and acquired Vacation Interests notes receivable for each of the following years (in thousands):

2016	$	65,710
2017	68,169
2018	71,997
2019	76,605
2020	81,810
2021 and thereafter	405,500
	$	769,791

Activity in the allowance associated with Vacation Interests notes receivable consisted of the following for the years ended December 31 (in thousands):

	2015			2014
Balance, beginning of year	$	130,639		$	105,590
Provision for uncollectible Vacation Interests sales (a)	80,380			56,970
Write offs, net	(45,688		)	(31,921		)
Balance, end of year	$	165,331		$	130,639

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(a) The provision for uncollectible Vacation Interests sales shows activity in the allowance for loan and contract losses associated with Vacation Interests notes receivable and is exclusive of ASC 978 adjustments related to deferred revenue.

A summary of the credit quality and aging consisted of the following as of December 31 of each of the following years (in thousands):

As of December 31, 2015
FICO Scores	Current		31-60		61-90		91-120		121-150		151-180		Total
>799	$	75,647	$	751	$	193	$	338	$	204	$	287	$	77,420
700 - 799	397,264		7,589		3,497		2,938		1,879		2,533		415,700
600 - 699	213,818		8,444		3,653		3,893		2,841		2,100		234,749
<600	19,393		1,700		881		333		533		465		23,305
No FICO Scores	16,677		674		490		320		286		170		18,617
	$	722,799	$	19,158	$	8,714	$	7,822	$	5,743	$	5,555	$	769,791

As of December 31, 2014
FICO Scores	Current		31-60		61-90		91-120		121-150		151-180		Total
>799	$	56,005	$	487	$	215	$	190	$	143	$	155	$	57,195
700 - 799	305,636		4,276		1,338		1,396		1,335		1,050		315,031
600 - 699	178,550		6,313		2,687		2,034		1,891		1,674		193,149
<600	19,992		1,833		895		545		406		450		24,121
No FICO Scores	17,262		817		449		361		230		162		19,281
	$	577,445	$	13,726	$	5,584	$	4,526	$	4,005	$	3,491	$	608,777

The Company captures FICO credit scores when each loan is underwritten. The "No FICO Scores" category in the table above is primarily comprised of customers who live outside of the U.S.

Note 6 — Transactions with Related Parties

Due from Related Parties, Net, and Due to Related Parties, Net

Amounts due from related parties, net and due to related parties, net consist primarily of transactions with HOAs or Collection Associations for which the Company acts as the management company. Due from related parties, net, transactions include (i) management fees for the Company’s role as the management company; (ii) certain expenses reimbursed by HOAs and Collection Associations; and (iii) the recovery of a portion of the Company’s Vacation Interests carrying costs, management and member services, consolidated resort operations, loan portfolio and general and administrative expenses that are incurred on behalf of the HOAs and the Collection Associations according to a pre-determined schedule approved by the board of directors at each HOA and Collection Association. Due to related parties, net, transactions include (i) the amounts due to HOAs and Collection Associations under the IRAAs that the Company enters into regularly with certain HOAs and similar agreements with the Collection Associations, pursuant to which the Company recaptures VOIs, either in the form of vacation points or vacation intervals, and may recover the underlying inventory at a later date; (ii) the maintenance fee and assessment fee liability owed to HOAs and Collection Associations for VOIs owned by the Company (generally this liability is recorded on January 1 of each year for the entire amount of annual maintenance and assessment fees, and is relieved throughout the year by payments remitted to the HOAs and the Collection Associations; these maintenance and assessment fees are also recorded as prepaid expenses and other assets in the accompanying consolidated balance sheets and amortized ratably over the year); (iii) cleaning fees owed to the HOAs for room stays paid by the Company's customers or by a Club on behalf of a member where the frequency of the cleans exceed those covered by the respective maintenance fees; and (v) miscellaneous transactions with other non-HOA related parties.

Amounts due from related parties and due to related parties, some of which are due on demand, carry no interest. Due to the fact that the right of offset exists between the Company and the respective HOAs and Collection Associations, the Company evaluates amounts due to and from each HOA and Collection Association at each reporting period to reduce the receivables and the payables on each party's books of record. Any remaining balances are then reclassified as either a net due to or a net due

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

from related parties for each HOA and Collection Association in accordance with the requirements of ASC 210, "Balance Sheet— Offsetting."

Due from related parties, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Amounts due from HOAs and Collection Associations	$	42,393	$	51,207
Amounts due from other	42		444
Total due from related parties, net	$	42,435	$	51,651

Due to related parties, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Amounts due to HOAs and Collection Associations	$	54,686	$	34,732
Amounts due to other	92		36
Total due to related parties, net	$	54,778	$	34,768

Inventory Recovery and Assignment Agreements

The Company entered into IRAAs with substantially all HOAs for its managed resorts in North America and similar arrangements with all of the Collection Associations and a majority of its European managed resorts, pursuant to which it recaptures VOIs, either in the form of points or intervals, and brings them into its inventory for sale to customers. Under these agreements, the Company is required to pay between 30% and 100% of the annual maintenance and assessment fees to the HOAs and the Collection Associations for any VOIs that have become eligible for recovery. Generally, these agreements automatically renew for additional one-year terms unless expressly terminated by either party in advance of the agreement expiration period.

Such agreements contain provisions for the Company to utilize the VOIs associated with such maintenance fees and to reclaim such VOIs in the future. Generally, the agreements provide for an initial June 30 settlement date and adjustments thereafter for owners that become current subsequent to the June 30 settlement date.

Management Services

Included within the amounts reported as management and member services revenue are revenues from resort management services provided to the HOAs and the Collection Associations, which totaled $105.5 million, $96.2 million and $81.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. See "Note 1—Background, Business and Basis of Presentation" above for detail of these services performed.

Hospitality Management and Consulting Service, LLC ("HM&C") Management Services Agreement (the "HM&C Agreement")

HM&C was beneficially owned and controlled by Stephen J. Cloobeck, the Company's Chairman of the Board, and David F. Palmer, the Company's President and Chief Executive Officer, until the consummation of the HM&C Acquisition (as defined and discussed below), effective as of January 1, 2015. Pursuant to the HM&C Agreement, HM&C has provided two categories of management services to the Company: (i) executive and strategic oversight of the services that the Company provides to HOAs and the Collection Associations through the Company’s hospitality and management services operations, for the benefit of the Company, the HOAs and the Collection Associations; and (ii) executive, corporate and strategic oversight of the Company’s operations and certain other administrative services. Prior to the HM&C Acquisition, pursuant to the HM&C Agreement, HM&C was entitled to receive (a) a lump sum annual management fee for providing HOA management services; (b) a lump sum annual management fee for providing corporate management services; (c) a lump sum annual incentive payment based on performance metrics determined by the Compensation Committee of the Company's Board of Directors, subject to certain minimum amounts set forth in the HM&C Agreement; and (d) reimbursement of HM&C's expenses incurred in connection with its activities under the HM&C Agreement.

HM&C Acquisition

On January 6, 2015, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), whereby it acquired from an entity controlled by Mr. Cloobeck and an entity controlled by Mr. Palmer (which entities owned 95% and 5% of the outstanding membership interests of HM&C, respectively) all of the outstanding membership interests in HM&C in exchange for an aggregate purchase price of $10,000 (the "HM&C Acquisition"), which is recorded as goodwill on

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the Company's consolidated balance sheet. As a result of the HM&C Acquisition, effective January 1, 2015, transactions between the Company and HM&C were fully eliminated from the Company's consolidated balance sheet, as HM&C became a wholly-owned subsidiary of the Company.

Master Agreement

Concurrent with the Company's entry into the Purchase Agreement, on January 6, 2015, the Company entered into a Master Agreement (the "Master Agreement") with Mr. Cloobeck, HM&C, JHJM Nevada I, LLC ("JHJM") and other entities controlled by Mr. Cloobeck or his immediate family members. Pursuant to the Master Agreement, the parties made certain covenants to and agreements with the other parties, including: (i) the termination, effective as of January 1, 2015, of the services agreement between JHJM and HM&C (the "JHJM Agreement"); (ii) the conveyance to the Company of exclusive rights to market timeshare and vacation ownership properties from a prime location adjacent to Polo Towers on the “Las Vegas Strip,” pursuant to the terms of an Assignment and Assumption Agreement; (iii) Mr. Cloobeck’s agreement to various restrictive covenants, including non-competition, non-solicitation and non-interference covenants; and (iv) Mr. Cloobeck’s grant to the Company of a license to use Mr. Cloobeck’s persona, including his name, likeness and voice. In connection with the transactions contemplated by the Master Agreement, the Company paid Mr. Cloobeck or his designees $16.5 million and incurred $0.3 million in expenses related to this transaction. Of these amounts, $7.8 million was recorded as general and administrative expense in connection with the JHJM Agreement and $9.0 million was capitalized as marketing easement rights and other intangible assets. See "Note 12—Other Intangible Assets, Net" for further detail on the intangible assets acquired.

In addition, in light of the termination of the services agreement between JHJM and HM&C and the existence of a director designation agreement dated July 17, 2013, the Company agreed in the Master Agreement that, at least through December 31, 2017, so long as Mr. Cloobeck is serving as a member of the board of directors of the Company, he will continue to be the Chairman of the Board and, in such capacity, will receive annual compensation equal to two times the compensation generally paid to other non-employee directors, and he, his spouse and children will receive medical insurance coverage.

Aircraft Leases

In January 2012, the Company entered into an aircraft lease agreement with N702DR, LLC, a limited liability company of which Mr. Cloobeck is a beneficial owner and a controlling party. Pursuant to this lease agreement, the Company leases an aircraft from N702DR, LLC and paid N702DR, LLC $2.4 million for each of the years ended December 31, 2015, 2014 and 2013. In addition, pursuant to the Master Agreement described above, the Company agreed not to terminate this aircraft lease agreement until at least December 31, 2017, subject to certain termination provisions in the aircraft lease agreement.

In connection with the Company's lease of another aircraft from Banc of America Leasing & Capital, LLC, Mr. Cloobeck entered into a guarantee in favor of Banc of America Leasing & Capital, LLC. Pursuant to this guarantee, Mr. Cloobeck guarantees the Company's lease payments and any related indebtedness to Banc of America Leasing & Capital, LLC. In connection with this aircraft lease, and pursuant to this lease agreement, the Company paid Banc of America Leasing & Capital, LLC $1.2 million for each of the years ended December 31, 2015, 2014 and 2013, respectively. The Company did not compensate Mr. Cloobeck for providing these guarantees; however, pursuant to the Master Agreement described above, the Company agreed to indemnify and hold harmless Mr. Cloobeck and each of his affiliates from any and all amounts that Mr. Cloobeck is required to pay under the guarantee in favor of Banc of America Leasing & Capital, LLC. In exchange, Mr. Cloobeck agreed to comply with all the covenants and agreements set forth in the guarantee for so long as Mr. Cloobeck or any of his affiliates is subject to the guarantee.

Guggenheim Relationship

Pursuant to an agreement with the Company, DRP Holdco, LLC (the "Guggenheim Investor"), a significant stockholder of the Company, had the right to nominate two members to the Company's Board of Directors, subject to certain security ownership thresholds. Zachary Warren, a principal of Guggenheim Partners, LLC ("Guggenheim"), an affiliate of the Guggenheim Investor, serves as a member of the Company's Board of Directors as a nominee of the Guggenheim Investor. B. Scott Minerd, also a principal of Guggenheim, served as a member of the Company's Board of Directors until his resignation effective July 28, 2015. Mr Minerd's resignation did not involve a disagreement on any matter relating to the Company's operations, policies, or practices.

Affiliates of Guggenheim are currently lenders under the Conduit Facility, the senior secured credit facility originally entered into on May 9, 2014 and subsequently amended on December 22, 2014 and December 3, 2015 (the "Senior Credit Facility") and the $64.5 million securitization transaction completed on April 27, 2011 (the "DROT 2011 Notes"). See "Note 16—Borrowings" elsewhere in this report for further details on these borrowings. In addition, an affiliate of Guggenheim was an investor in the Company's 12.0% senior secured notes originally due 2018 (the "Senior Secured Notes") that were redeemed on June 9, 2014.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

March 2015 Secondary Offering

On March 10, 2015, Cloobeck Diamond Parent, LLC (an entity beneficially owned and controlled by Mr. Cloobeck), the Guggenheim Investor and Best Amigos Partners, LLC (an entity beneficially owned and controlled by Lowell D. Kraff, the Vice Chairman of the Board of Directors of the Company) (collectively, the "Selling Stockholders") consummated the sale of an aggregate of 6,700,000 shares of common stock of the Company in an underwritten public offering. On March 20, 2015, the Selling Stockholders sold an additional aggregate of 802,316 shares of the Company's common stock to the underwriter pursuant to the underwriting agreement in connection with the underwriter's exercise of its over-allotment option. These transactions are collectively referred to as the "March 2015 Secondary Offering." The Company did not sell any stock in the March 2015 Secondary Offering and did not receive any proceeds from the offering. The Company purchased from the underwriter 1,515,582 shares sold by the Selling Stockholders in the March 2015 Secondary Offering at $32.99 per share (the same price per share at which the underwriter purchased shares from the Selling Stockholders) for a total purchase price of $50.0 million. The Company incurred $0.8 million in expenses related to the March 2015 Secondary Offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, which are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

Praesumo Agreement

In June 2009, the Company entered into an Engagement Agreement for Individual Independent Contractor services with Praesumo Partners, LLC, a limited liability company of which Mr. Lowell D. Kraff, the Vice Chairman of the Board of Directors of the Company, is a beneficial owner and a controlling party. Pursuant to this engagement agreement, Praesumo provides Mr. Kraff as an independent contractor to the Company to provide, among other things, acquisition, development and finance consulting services. In August 31, 2015, the Company entered into a fourth extension agreement that extends the agreement through August 31, 2016. In consideration of these services provided pursuant to this agreement, the Company paid to Praesumo Partners, LLC, in the aggregate, $1.8 million, $1.7 million and $2.0 million, in fees and expense reimbursements during the years ended December 31, 2015, 2014 and 2013, respectively. These amounts do not include certain travel-related costs paid directly by the Company.

Luumena

Mr. Kraff was also a beneficial owner of Luumena, LLC, which provided digital media services. The Company paid Luumena, LLC $0.2 million during the year ended December 31, 2013. The Company terminated its contract with Luumena during the year ended December 31, 2013. Effective January 1, 2014, Mr. Kraff no longer had any beneficial ownership in Luumena, LLC.

Technogistics

Mr. Kraff was also a beneficial owner of Technogistics, LLC, which provided direct marketing services. The Company paid Technogistics, LLC $1.6 million during the year ended December 31, 2013. Effective January 1, 2014, Mr. Kraff no longer had any beneficial ownership in Technogistics, LLC. The Company terminated its contract with Technogistics, LLC effective January 1, 2015.

Trivergance Business Resources

Mr. Kraff was also a beneficial owner of Trivergance Business Resources, LLC. Commencing on January 1, 2013, Trivergance Business Resources, LLC began providing promotional, product placement, marketing, public relations and branding services to the Company, including the development of a new consumer marketing website. The Company paid Trivergance Business Resources, LLC $1.0 million during the year ended December 31, 2013. Effective January 1, 2014, Mr. Kraff no longer had any beneficial ownership in Trivergance Business Resources, LLC.

Mackinac Partners

Since September 2008, Mr. C. Alan Bentley has served in various officer capacities, including as Executive Vice President, and as a director, of certain subsidiaries of DRP. In January 2013, Mr. Bentley was named Executive Vice President and Chief Financial Officer. Through December 30, 2014, Mr. Bentley was also a partner of Mackinac Partners, LLC, a financial advisory firm that provides consulting services to the Company. Effective December 31, 2014, Mr. Bentley withdrew as a partner of Mackinac Partners, LLC. The services provided by Mackinac Partners, LLC to the Company include advisory services relating to mergers and acquisitions, capital formation and corporate finance. In addition to these services, which Mackinac Partners, LLC provided at hourly rates, Mackinac Partners, LLC also provides to the Company strategic advisory services of one of its managing partners at a rate of $0.2 million for each three-month period during the term. For the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

years ended December 31, 2014 and 2013, the Company paid fees and expense reimbursements to Mackinac Partners, LLC of $1.8 million and $2.2 million, respectively.

Katten Muchin Rosenman LLP

Mr. Howard S. Lanznar, who joined the Company as the Executive Vice President and Chief Administrative Officer in September 2012, was a partner of the law firm of Katten Muchin Rosenman LLP ("Katten") until August 31, 2014 and is currently Of Counsel at the firm. Katten renders legal services to the Company. During the years ended December 31, 2014 and 2013, the Company paid to Katten fees of $3.4 million and $7.0 million, respectively. Additionally, Richard M. Daley, who is a member of the Board of Directors of the Company, is Of Counsel at Katten.

Note 7 — Other Receivables, Net

Other receivables, net, consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Club dues receivable, net	$	25,028	$	27,160
Receivables related to Sampler Packages, net	14,723		17,516
Interest receivables associated with Vacation Interests notes receivable	7,919		6,382
Rental receivables and other resort management-related receivables, net	2,737		3,972
Insurance claims receivables	1,262		342
Tax refund receivables	—		2,070
Other receivables	4,117		2,379
Total other receivables, net of allowances of $12,300 and $10,052, respectively	$	55,786	$	59,821

The allowance for doubtful accounts relates primarily to receivables for Club dues and Sampler Packages. The Company considers factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. Any adjustments to the allowance are recorded within management and member services revenue or vacation interest carrying cost, net of the Company's consolidated statement of operations and comprehensive income (loss).

Note 8 — Prepaid Expenses and Other Assets, Net

The nature of selected balances included in prepaid expenses and other assets, net, includes:

Deferred commissions—commissions paid to sales agents related to deferred revenue from sales of Sampler Packages, which allow purchasers to stay at a resort property on a trial basis. These amounts are charged to Vacation Interests carrying cost, net as the associated revenue is recognized.

Vacation Interests purchases in transit—purchases of Vacation Interests from third parties for which the titles have not been officially transferred to the Company. These Vacation Interests purchases in transit are reclassified to unsold Vacation Interests, net, upon successful transfer of title. In connection with the Gold Key Acquisition, the Company recorded $15.5 million in prepaid expenses and other assets with an offsetting amount in accrued liabilities related to required buyouts, upgrade fees and defaulted inventory purchases related to pre-closing Vacation Interests notes receivables retained by the seller (the “Default Recovery Agreement”), pursuant to which the Company is required to purchase any Vacation Interests notes receivable that are more than 90 days past due and thus obtains the rights to recover the underlying VOIs.

Prepaid maintenance fees—prepaid annual maintenance fees billed by the HOAs at the resorts not managed by the Company on unsold Vacation Interests owned by the Company, which are charged to expense ratably over the year.

Prepaid member benefits and affinity programs—usage rights of members of the Clubs can be exchanged for a variety of products and travel services, including airfare, cruises and excursions. Prepaid usage rights are amortized ratably over the year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Prepaid expenses and other assets, net, consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Debt issuance costs, net	$	26,738	$	20,826
Deferred commissions	17,109		18,492
Vacation Interests purchases in transit	29,323		20,058
Other inventory or consumables	4,767		4,067
Prepaid maintenance fees	3,843		3,317
Prepaid member benefits and affinity programs	2,689		4,362
Prepaid insurance	2,670		2,764
Prepaid sales and marketing costs	2,601		2,393
Deposits and advances	2,635		3,186
Other	8,272		6,974
Total prepaid expenses and other assets, net	$	100,647	$	86,439

With the exception of Vacation Interests purchases in transit and deposits and advances, prepaid expenses and other assets are amortized as the underlying assets are utilized. Debt issuance costs incurred in connection with obtaining funding for the Company have been capitalized and are being amortized over the lives of the related funding agreements as a component of interest expense using a method which approximates the effective interest method. Amortization of capitalized debt issuance costs included in interest expense was $5.8 million, $4.6 million and $5.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. See "Note 16—Borrowings" for more detail.

Note 9 — Unsold Vacation Interests, Net

Unsold Vacation Interests, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Completed unsold Vacation Interests, net	$	298,782	$	230,137
Undeveloped land	35,974		24,326
Vacation Interests construction in progress	23,522		7,709
Unsold Vacation Interests, net	$	358,278	$	262,172

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Activity related to unsold Vacation Interests, net, consisted of the following for the years ended December 31 of each of the following years (in thousands):

	2015			2014
Balance, beginning of year	$	262,172		$	298,110
Vacation Interests cost of sales	(28,721		)	(63,499		)
Purchases in connection with acquisitions	26,481			—
Inventory recovery	21,112			20,691
Construction in progress	18,175			3,474
Open market and bulk purchases	9,020			7,973
Capitalized legal, title and trust fees	15,609			5,601
Loan default recoveries related to business combinations	22,413			4,268
Transfers from (to) assets held for sale	12,488			(4,254		)
Effect of foreign currency translation	(2,810		)	(3,590		)
Transfer construction in progress to property and equipment	—			(5,995		)
Impairment of inventory	—			(181		)
Other	2,339			(426		)
Balance, end of year	$	358,278		$	262,172

See "Note 2—Summary of Significant Accounting Policies" for discussion on unsold Vacation Interests, net.

Included in completed unsold Vacation Interests, net above is certain property at the Cabo Azul Resort located in San Jose Del Cabo, Mexico with a cost basis of $5.7 million, which is subject to an agreement that grants a third-party an option to purchase the property. This property was classified as assets held for sale as of December 31, 2014 but no longer qualified as such as of December 31, 2015. Similarly, undeveloped land above includes vacant land in Orlando, Florida and Kona, Hawaii that no longer qualified as assets held for sale as of December 31, 2015.

In connection with the Gold Key Acquisition, the Company acquired $26.5 million in unsold Vacation Interests, net based on a preliminary appraisal. See "Note 24—Business Combinations" for further details.

At December 31, 2015, Vacation Interests construction in progress includes costs related to construction of units at the Cabo Azul Resort located in San Jose Del Cabo, Mexico and the development of a new resort in Kona, Hawaii. See "Note 18—Commitments and Contingencies"for additional information regarding the development of the new resort in Kona, Hawaii.

Loan default recoveries related to business combinations represent the recovered inventory underlying defaulted

Vacation Interests notes receivable that were acquired in connection with the Company's business combinations.

Note 10 — Property and Equipment, Net

Property and equipment, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015			2014
Land and improvements	$	20,219		$	19,335
Buildings and leasehold improvements	60,281			44,320
Furniture and office equipment	21,845			19,248
Computer software	46,231			33,465
Computer equipment	19,146			15,641
Construction in progress	2,522			271
Property and equipment, gross	170,244			132,280
Less accumulated depreciation	(74,883		)	(61,409		)
Property and equipment, net	$	95,361		$	70,871

Depreciation expense related to property and equipment was $16.2 million, $13.2 million and $11.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Property and equipment are recorded at either cost for assets purchased or constructed, or fair value in the case of assets acquired through acquisitions. The costs of improvements that extend the useful life of property and equipment are capitalized when incurred. These capitalized costs may include structural costs, equipment, fixtures and floor and wall coverings. All repair and maintenance costs are expensed as incurred.

Buildings and leasehold improvements are depreciated using the straight-line method over the lesser of the estimated useful lives, which range from four to 40 years, or the remainder of the lease terms. Furniture, office equipment, computer software and computer equipment are depreciated using the straight-line method over their estimated useful lives, which range from three to seven years.

In connection with the Gold Key Acquisition, the Company acquired property and equipment valued at $15.3 million based on a preliminary appraisal. See "Note 24—Business Combinations" for further details.

Note 11 — Goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. As required by ASC 350, the Company does not amortize goodwill, but rather evaluates goodwill by reporting unit for potential impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below the carrying amount. The Company performed its annual evaluation of potential impairment of goodwill as required in the ordinary course of business during the fourth quarter of 2015. The Company assessed various qualitative factors and determined that the fair values of its reporting units were not below their respective carrying value. As such, the Company concluded that the first and second steps of the goodwill impairment tests were unnecessary. See "Note 2 —Summary of Significant Accounting Policies" for further detail on the Company's policy related to goodwill impairment testing.

The changes in the carrying amount of goodwill are as follows (in thousands):

	Hospitality and Management Services		Vacation Interests Sales and Financing		Total Company
Balance as of December 31, 2014 - Island One Acquisition	$	30,165	$	467	$	30,632
Goodwill acquired during the year ended December 31, 2015:
Gold Key Acquisition	13,777		60,102		73,879
HM&C Acquisition	10		—		10
Total goodwill acquired during the year ended December 31, 2015	13,787		60,102		73,889
Balance as of December 31, 2015	$	43,952	$	60,569	$	104,521

See "Note 6—Transactions with Related Parties—HM&C Acquisition" for further detail on the HM&C Acquisitionand "Note 24—Business Combinations" for further detail on the Gold Key Acquisition.

Note 12— Other Intangible Assets, Net

Other intangible assets, net consisted of the following as of December 31, 2015 (in thousands):

	Gross Carrying Cost		Accumulated Amortization			Net Book Value
Management contracts	$	226,515	$	(58,278	)	$	168,237
Member relationships and the Clubs	55,866		(39,298		)	16,568
Rental agreements	15,800		(823		)	14,977
Rights to develop inventory	11,600		(173		)	11,427
Marketing easement rights	8,717		(436		)	8,281
Distributor relationships and other	5,096		(2,396		)	2,700
	$	323,594	$	(101,404	)	$	222,190

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Other intangible assets, net consisted of the following as of December 31, 2014 (in thousands):

	Gross Carrying Cost		Accumulated Amortization			Net Book Value
Management contracts	$	201,997	$	(45,218	)	$	156,779
Member relationships and the Clubs	55,784		(36,789		)	18,995
Distributor relationships and other	4,851		(1,839		)	3,012
	$	262,632	$	(83,846	)	$	178,786

Under the terms of the Master Agreement entered into by the Company on January 6, 2015, the Company acquired certain rights from Mr. Cloobeck and entities controlled by Mr. Cloobeck, which were recorded by the Company as intangible assets. See "Note 6—Transactions with Related Parties" for more detail regarding the Master Agreement and related transactions.

Intangible assets purchased under the Master Agreement consisted of the following (dollars in thousands):

	Weighted Average Useful Life	Based on Appraisal
Marketing easement rights	20	$	8,717
Other intangibles	3	266
		$	8,983

In connection with the Gold Key Acquisition, which was completed on October 16, 2015, the Company recorded the following intangible assets (dollars in thousands):

	Weighted Average Useful Life	Based on Preliminary Appraisal
Management contracts	20	$	25,300
Rental agreements	4	15,800
Rights to develop inventory	14	11,600
Member relationships	6	360
		$	53,060

See "Note 24—Business Combinations" for more detail regarding the Gold Key Acquisition.

Amortization expense for other intangible assets was $18.3 million, $19.3 million and $17.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

As of December 31, 2015, the estimated aggregate amortization expense for intangible assets was expected to be $20.7 million, $19.8 million, $19.4 million, $18.6 million and $15.3 million for the years ending December 31, 2016 through 2020, respectively, and an aggregate $128.4 million for the remaining lives of these intangible assets.

The Company did not identify any impairment of its intangible assets for the years ended December 31, 2015, 2014 or 2013. See "Note 2—Summary of Significant Accounting Policies" for further detail on the Company's policy related to impairment evaluation of the Company's intangible assets.

Note 13 — Assets Held for Sale

Assets held for sale are recorded at the lower of cost or their estimated fair value less cost to sell and are not subject to depreciation. Sale of the assets classified as such is probable, and transfer of the assets is expected to qualify for recognition as a completed sale, generally within one year of the balance sheet date.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Assets held for sale consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Points equivalent of unsold units and resorts in Europe	$	1,518	$	997
Certain units in San Jose Del Cabo, Mexico	154		5,855
Vacant land in Orlando, Florida	—		4,000
Vacant land in Kona, Hawaii	—		3,600
Total assets held for sale	$	1,672	$	14,452

The points equivalent of unsold units and resorts in the Company's European operations as of December 31, 2015 and December 31, 2014 were either held for sale or pending the consummation of sale. The proceeds related to assets pending the consummation of sale are expected to be paid in full by May 2017 and the Company will retain title to the properties until the full amounts due under the sales contracts are received. According to guidance included in ASC 360, "Property, Plant, and Equipment," the sales will not be considered consummated until all consideration has been exchanged. Consequently, the assets pending consummation of sale will continue to be included in assets held for sale until all proceeds are received.

As of December 31, 2015, a vast majority of the completed units in San Jose Del Cabo, Mexico and vacant land in Orlando, Florida and Kona, Hawaii no longer qualified as assets held for sale and were included in unsold Vacation Interests, net.

Note 14 — Accrued Liabilities

The Company records estimated amounts for certain accrued liabilities at each period end. The nature of selected balances included in accrued liabilities of the Company includes:

Liability for unrecognized tax benefit—See "Note 17—Income Taxes" for further detail.

Gold Key inventory recovery agreement liability—In connection with the Gold Key Acquisition, the Company recorded $15.5 million in prepaid expenses and other assets with an offsetting amount in accrued liabilities in accordance with the Default Recovery Agreement. See "Note 8—Prepaid Expenses and Other Assets" for further detail. Subsequent to the closing of the acquisition and through December 31, 2015, $3.1 million has been paid under this agreement.

Accrued escrow liability—deposits in escrow received on Vacation Interests sold.

Accrued operating lease liabilities—difference between straight-line operating lease expenses and cash payments associated with any equipment, furniture, or facilities leases classified as operating leases.

Accrued exchange company fees—estimated liability owed to Interval International for annual dues related to exchange services provided to the Company.

Accrued liability related to acquisitions—contingent liability associated with an earn-out clause in connection with a business combination completed in 2012. This liability was subsequently reduced after a negotiated settlement was reached and the reduced amount was paid in full in June 2015.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Accrued liabilities consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Liability for unrecognized tax benefit	$	75,706	$	23,857
Accrued payroll and related	37,154		32,925
Accrued marketing expenses	24,885		14,953
Accrued commissions	22,774		17,496
Accrued other taxes	15,525		15,526
Gold Key inventory recovery agreement liability	12,371		—
Accrued insurance	7,795		5,703
Accrued professional fees	4,336		2,300
Accrued escrow liability	3,784		3,005
Accrued operating lease liabilities	3,309		3,503
Accrued exchange company fees	2,131		2,169
Accrued liability related to acquisitions	—		2,428
Other	11,892		10,815
Total accrued liabilities	$	221,662	$	134,680

Note 15 — Deferred Revenues

The Company records deferred revenues for payments received or billed but not earned for various activities.

Deferred Sampler Packages revenue—sold but unused trial VOIs. The Company generates revenue on sales of Sampler Packages. This revenue is recognized when the purchaser completes a stay at one of the Company's resorts or the trial period expires, whichever is earlier. Such revenue is recorded as a reduction to Vacation Interests carrying cost included in the Company's consolidated statements of operation and comprehensive income (loss) in accordance with ASC 978 (with the exception of the Company's European sampler product, which has a duration of three years and, as such, is treated as Vacation Interests sales revenue).

Club deferred revenue—annual membership fees in the Clubs billed to members (offset by an estimated uncollectible amount) and amortized ratably over a one-year period.

Accrued guest deposits—amounts received from guests for future rentals, which are recognized as revenue when earned.

Deferred maintenance and reserve fee revenue—maintenance fees billed as of January first of each year and earned ratably over the year for the two resorts in St. Maarten where the Company functioned as the HOA through December 31, 2014. In addition, the owners were billed for capital project assessments to repair and replace the amenities or to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue, with an equal amount recognized as consolidated resort operations expense. Deferred maintenance and reserve fee revenue decreased by $7.6 million from December 31, 2014 to December 31, 2015 due to the St. Maarten Deconsolidation.

Deferred revenues consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Deferred Sampler Packages revenue	$	66,285	$	64,403
Club deferred revenue	43,890		40,044
Accrued guest deposits	6,631		6,482
Deferred maintenance and reserve fee revenue at our St. Maarten resorts	—		7,552
Other	2,914		6,516
Total deferred revenues	$	119,720	$	124,997

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Note 16 — Borrowings

Senior Credit Facility

On May 9, 2014, the Company entered into the Senior Credit Facility Agreement, which originally provided for a $470.0 million Senior Credit Facility (including a $445.0 million term loan, issued with 0.5% of original issue discount and having a term of seven years and a $25.0 million revolving line of credit having a term of five years). Borrowings pursuant to the Senior Credit Facility Agreement bear interest, at the Company's option, at a variable rate equal to LIBOR plus 450 basis points (with a one percent LIBOR floor applicable only to the term loan portion) or an alternate base rate plus 350 basis points.

The Company used the proceeds of the term loan portion of the Senior Credit Facility, as well as $5.4 million of cash on hand, to fund the $418.9 million redemption amount for the outstanding Senior Secured Notes, including the applicable redemption premium and accrued and unpaid interest up to (but excluding) the June 9, 2014 redemption date, and to repay all outstanding indebtedness, together with accrued interest and fees, under three inventory loans (previously entered into in connection with various acquisitions). In conjunction with the Company's entry into the Senior Credit Facility Agreement, the Company also terminated its previous revolving credit facility, under which no borrowings were then outstanding. See below for the definition of and further detail on these retired borrowings.

On December 22, 2014, the Company entered into a First Amendment to the Senior Credit Facility Agreement (the "First Amendment"), which allowed the Company to accelerate its use of restricted payments for its stock repurchase program. On December 3, 2015, the Company entered into a Second Amendment and First Incremental Assumption Agreement (the “Second Amendment”) to the Senior Credit Facility Agreement. The Second Amendment provides for a $150.0 million incremental term loan that bears the same interest rate and terms as described for the original term loan above. The Company received $147.0 million in proceeds upon the closing of the Incremental Term Loan, which was issued with a 2.0% original issue discount.

Other significant terms of the Senior Credit Facility include: (i) quarterly amortization payments of $1.5 million commencing in March 2017; (ii) an excess cash flow sweep that varies depending on the Company's secured leverage ratio (which represents the ratio of (1) secured total debt to (2) Adjusted EBITDA for the most recent four consecutive fiscal quarters for which financial statements have been delivered); the Company is required to pay 50% of its excess cash flow (as defined in the Senior Credit Agreement) if the secured leverage ratio is greater than 2.0:1, 25% of its excess cash flow if the secured leverage ratio is greater than 1.5:1, but equal to or less than 2.0:1, and there is no excess cash flow sweep due when the secured leverage ratio is equal to or less than 1.5:1; (iii) a soft call provision of 1.01 until June 3, 2016; (iv) no ongoing maintenance financial covenants for the term loan, and a financial covenant calculation required on the revolving line of credit if outstanding loans under the revolving line of credit exceed 25% of the commitment amount as of the last day of any fiscal quarter; (v) the availability of additional incremental borrowings subject to meeting a required secured leverage ratio; and (vi) the Company's ability to make restricted payments, including the payment of dividends or share repurchases, up to the remaining portion of the cash flows that is not used to amortize debt pursuant to the excess cash flow provision described above.

At December 31, 2015, the outstanding principal balance under the term loan (including the Incremental Term Loan) was $574.7 million, and no principal balance was outstanding under the revolving line of credit. At December 31, 2015, the Company was in compliance with all of the Senior Credit Facility covenants.

Conduit Facility

On February 5, 2015, the Company entered into an amended and restated Conduit Facility agreement that extended the maturity date of the facility to April 10, 2017. The Conduit Facility is renewable for 364-day periods at the election of the lenders upon maturity. The overall advance rate on loans receivable in the portfolio is limited to 88% of the aggregate face value of eligible loans. The Conduit Facility originally bore interest at LIBOR or the commercial paper rate (having a floor of 0.50%) plus a usage-fee rate of 2.75%, and has a non-use fee of 0.75%. In connection with the amendment to the Conduit Facility agreement that was entered into on June 26, 2015 ("the June 2015 Amendment"), the usage-fee rate was reduced to 2.25%.

The June 2015 Amendment also provides, among other things, (i) that, at any time the outstanding note balance has been reduced to zero in connection with the delivery of a prepayment notice, the first borrowing thereafter must include a minimum of 250 timeshare loans and (ii) for the inclusion of timeshare loans that have been executed through the utilization of electronic signature and electronic vaulting and management services.

In accordance with the requirements of the July 2015 Amendment, the Company posted a reserve payment in the amount of $0.4 million against the derivative instruments associated with the Conduit Facility. This reserve payment was refunded to the Company upon the Completion of the DROT 2015-1 Notes (see definition below) in which more than 75% of the outstanding balance under the Conduit Facility was repaid using the proceeds from such securitization or other financing.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

The Conduit Facility is subject to covenants, including as to the maintenance of specific financial ratios. As of December 31, 2015, the Company was in compliance with all of these covenants.

Securitization Notes

On April 27, 2011, the Company issued the DROT 2011 Notes, which mature on March 20, 2023 and carry an interest rate of 4.0%. The net proceeds were used to pay off in full the $36.4 million then-outstanding principal balance under the Conduit Facility, to pay down $7.0 million of the Quorum Facility, to pay requisite accrued interest and fees associated with both facilities, and to pay certain expenses incurred in connection with the issuance of the DROT 2011 Notes, including the funding of a reserve account required thereby.

On January 23, 2013, the Company issued the DROT 2013-1 Notes with a face value of $93.6 million (the "DROT 2013-1 Notes"). The DROT 2013-1 Notes mature on January 20, 2025 and carry a weighted average interest rate of 2.0%. The net proceeds were used to pay off the $71.3 million then-outstanding principal balance under the Conduit Facility and to pay expenses incurred in connection with the issuance of the DROT 2013-1 Notes, including the funding of a reserve account required thereby.

On September 20, 2013, the Company issued the Diamond Resorts Tempus Owner Trust 2013 Notes with a face value of $31.0 million (the "Tempus 2013 Notes"). The Tempus 2013 Notes bear interest at a rate of 6.0% per annum and mature on December 20, 2023.

On November 20, 2013, the Company completed a securitization transaction involving the issuance of $225.0 million of investment-grade rated securities (the "DROT 2013-2 Notes") that included a $44.7 million prefunding account. The DROT 2013-2 Notes consisted of two tranches of vacation ownership loan-backed notes that included $213.2 million of Class A tranche notes and $11.8 million of Class B tranche notes. The interest rates for the Class A tranche notes and the Class B tranche notes are 2.3% and 2.6%, respectively. The overall weighted average interest rate is 2.3%. The initial proceeds were used to pay off the $152.8 million then-outstanding principal balance, accrued interest and fees associated with the Conduit Facility, terminate the two interest rate swap agreements then in effect, pay certain expenses incurred in connection with the issuance of the DROT 2013-2 Notes, and fund related reserve accounts (including the prefunding account) with any remaining proceeds transferred to the Company for general corporate use. As of December 31, 2014, cash in escrow and restricted cash included $23.3 million related to the prefunding account, all of which was released to the Company's unrestricted cash account in January 2014.

On November 20, 2014, the Company completed the DROT 2014-1 Notes that included a $51.8 million prefunding account. The DROT 2014-1 Notes consisted of two tranches of vacation ownership loan-backed notes that included $235.6 million of Class A tranche notes and $24.4 million of Class B tranche notes. The interest rates for the Class A tranche notes and the Class B tranche notes are 2.5% and 3.0%, respectively. The overall weighted average interest rate is 2.6%. The initial proceeds were used to pay off the $141.3 million then-outstanding principal balance plus accrued interest and fees associated with the Conduit Facility, pay certain expenses incurred in connection with the issuance of the DROT 2014-1 Notes and fund related reserve accounts (including the prefunding account) with the remaining proceeds transferred to us for general corporate use. As of December 31, 2014, cash in escrow and restricted cash includes $4.4 million related to the prefunding account, all of which was released to the Company's unrestricted cash account in January 2015.

On July 29, 2015, the Company completed a securitization involving the issuance of investment-grade rated $170.0 million DROT 2015-1 Notes (the "DROT 2015-1 Notes"). The interest rates for the $158.5 million Class A tranche notes and the $11.5 million Class B tranche notes are 2.7% and 3.2%, respectively. The overall weighted average interest rate is 2.8%. The advance rate for this transaction is 96.0%. The proceeds from the DROT 2015-1 Notes were used to repay all of the outstanding balance plus accrued interest under the Conduit Facility, as well as to pay debt issuance cost related to the DROT 2015-1 Notes, with the remaining proceeds transferred to the Company for general corporate use, and the reserve payment described above was refunded to the Company.

On November 17, 2015, the Company completed a securitization involving the issuance of investment-grade rated $180.0 million DROT 2015-2 Notes (the "DROT 2015-2 Notes"). The interest rates for the $159.4 million Class A tranche notes and the $20.6 million Class B tranche notes are 3.0% and 3.5%, respectively. The overall weighted average interest rate is 3.1%. The advance rate for this transaction is 96.0%. The proceeds from the DROT 2015-2 Notes were used to repay all of the outstanding balance plus accrued interest under the Conduit Facility, as well as to pay debt issuance cost related to the DROT 2015-2 Notes with the remaining proceeds transferred to the Company for general corporate use. The DROT 2015-2 Notes initially included $33.6 million related to the future funding of Vacation Interests notes receivable, all of which was released to the Company's unrestricted cash account by December 31, 2015.

F-34

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Quorum Facility

The Company's subsidiary, DRI Quorum 2010, LLC, entered into a Loan Sale and Servicing Agreement, dated as of April 30, 2010 with Quorum Federal Credit Union as purchaser. On September 30, 2015, pursuant to a First Amendment to the Amendment and Restated Loan Sale and Servicing Agreement, the Company amended the Quorum Facility to increase the aggregate minimum committed amount from $80.0 million to $100.0 million and to extend the term of the agreement to December 31, 2017, provided that Quorum Federal Credit Union may further extend the term for additional periods by written notice.

In connection with the Island One Acquisition completed on July 24, 2013, the Company assumed the loan sale agreement entered into by a subsidiary of Island One, Inc. on January 31, 2012 with Quorum that provides for an aggregate minimum $15.0 million loan sale facility (the "Island One Quorum Funding Facility"). The Island One Quorum Funding Facility provides for a purchase period of three years (which was subsequently extended to December 31, 2017) at a variable program fee of the published Wall Street Journal prime rate plus 6.0%, with a floor of 8.0%. The loan purchase commitment is conditional upon certain portfolio delinquency and default performance measurements. As of December 31, 2015, the weighted average advance rate Quorum Facility and the Island One Quorum Funding Facility was 86.2% and the weighted average interest rate was 4.6%.

Notes Payable

During the year ended December 31, 2015, the Company issued three unsecured notes to finance premiums on certain insurance policies. Two of the unsecured notes matured in February 2016 and each of these two notes carried an interest rate of 2.7% per annum. The third unsecured note is scheduled to mature in October 2016 and carries an interest rate of 2.4% per annum. In addition, the Company purchased certain software licenses during the year ended December 31, 2014, with annual interest-free payments due for the next three years, and this obligation was recorded at fair value using a discount rate of 5.0%.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

The following table presents selected information on the Company’s borrowings as of the dates presented below (dollars in thousands):

	December 31, 2015										December 31, 2014
	Principal Balance			Weighted Average Interest Rate	Maturity	Gross Amount of Vacation Interests Notes Receivable as Collateral		Borrowing / Funding Availability			Principal Balance
Senior Credit Facility	$	574,666		5.5%	5/9/2021	$	—	$	25,000		$	442,775
Original Issue discount related to Senior Credit Facilities	(4,735		)								(2,055		)
Notes payable-insurance policies	4,586			2.4%	Various	—		—			4,286
Notes payable-other	164			5.0%	Various	—		—			326
Total Corporate Indebtedness	574,681					—		25,000			445,332
Diamond Resorts Owner Trust Series 2015-2 (1)	172,583			3.1%	5/22/2028	180,090		—			—
Diamond Resorts Owner Trust Series 2014-1 (1)	140,256			2.6%	5/20/2027	151,096		—			247,992
Diamond Resorts Owner Trust Series 2015-1 (1)	126,776			2.8%	7/20/2027	133,860		—			—
Diamond Resorts Owners Trust 2013-2 (1)	84,659			2.3%	5/20/2026	94,065		—			131,952
Quorum Facility (1)	45,411			4.6%	12/31/2017	45,270		54,589		(2)	52,315
Diamond Resorts Owner Trust 2013-1 (1)	30,681			2.0%	1/20/2025	34,091		—			42,838
Conduit Facility (1)	22,538			2.8%	4/10/2017	24,200		177,462		(2)	—
Diamond Resorts Owner Trust 2011 (1)	12,073			4.0%	3/20/2023	12,752		—			17,124
Original issue discount related to Diamond Resorts Owner Trust Series 2011	(103		)			—		—			(156		)
Diamond Resorts Tempus Owner Trust 2013 (1)	7,884			6.0%	12/20/2023	13,353		—			17,143
Total Securitization Notes and Funding Facilities	642,758					688,777		232,051			509,208
Total	$	1,217,439				$	688,777	$	257,051		$	954,540
(1) Non-recourse indebtedness
(2) Borrowing / funding availability is calculated as the difference between the maximum commitment amount and the outstanding principal balance; however, the actual availability is dependent on the amount of eligible loans that serve as the collateral for such borrowings.

Borrowing Restrictions and Limitations

All of the Company’s borrowing under the Senior Credit Facility, securitization notes and the Conduit Facility contain various restrictions and limitations that may affect the Company's business and affairs. These include, but are not limited to, restrictions and limitations relating to its ability to incur indebtedness and other obligations, to make investments and acquisitions, pay dividends and repurchase shares of the Company’s common stock. The Company is also required to maintain certain financial ratios and comply with other financial and performance covenants. The failure of the Company to comply with any of these provisions, or to pay its obligations, could result in foreclosure by the lenders of their security interests in the Company’s assets, and could otherwise have a material adverse effect on the Company. The Company was in compliance with all of the financial covenants as of December 31, 2015.

The anticipated maturities of the Company’s borrowings under the Senior Credit Facility, securitization notes, Funding Facilities and notes payable are as follows (in thousands) and do not include the use of any proceeds from potential debt or equity transactions during 2016 to pay down borrowings:

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Due in the year ending December 31:

2016	$	142,590
2017	166,786
2018	81,981
2019	62,943
2020	45,440
2021 and thereafter	722,537
Total contractual obligations	1,222,277
Unamortized original issue discounts, net	(4,838		)
Total borrowings as of December 31, 2015	$	1,217,439

Liquidity

Historically, the Company has depended on the availability of credit to finance the consumer loans that it provides to its customers for the purchase of their VOIs. Typically, these loans require a minimum cash down payment of 10% of the purchase price at the time of sale. However, selling, marketing and administrative expenses attributable to VOI sales are primarily cash expenses and often exceed the buyer's minimum down payment requirement. Accordingly, the availability of financing facilities for the sale or pledge of these receivables to generate liquidity is a critical factor in the Company's ability to meet its short-term and long-term cash needs. The Company has historically relied upon its ability to sell receivables in the securitization market in order to generate liquidity and create capacity on its Funding Facilities.

Note 17 — Income Taxes

The components of the provision for income taxes are summarized as follows as of December 31 of each of the following years (in thousands):

	2015			2014			2013
Current:
Federal	$	1,039		$	—		$	—
State	2,114			393			138
Foreign	926			1,560			2,375
Total current provision for income taxes	4,079			1,953			2,513
Deferred:
Federal	40,424			18,227			8,964
State	3,950			4,365			2,859
Foreign	(8,838		)	2,839			(5,518		)
Total deferred provision for income taxes before change in valuation allowance	35,536			25,431			6,305
Increase (decrease) in valuation allowance	8,013			(1,007		)	(3,041		)
Total deferred provision for income taxes	43,549			24,424			3,264
Unrecognized tax benefit	54,542			23,857			—
Provision for income taxes	$	102,170		$	50,234		$	5,777

Income before income taxes is comprised of the following as of December 31 of each of the following years (in thousands):

	2015			2014			2013
Domestic	$	271,441		$	121,039		$	4,599
Foreign	(19,793		)	(11,348		)	(1,347		)
Income before income taxes	$	251,648		$	109,691		$	3,252

F-37

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

The reconciliation between the statutory provision for income taxes and the actual provision for income taxes is shown as follows for the years ended December 31 for each of the following years (in thousands):

	2015			2014			2013
Income tax expense at U.S. federal statutory rate of 35%	$	88,077		$	38,393		$	1,138
State tax expense, net of federal effect	5,343			3,083			1,315
Tax impact of contributed entities	—			—			7,877
Stock-based compensation issued to non U.S. recipients	566			219			435
(Income) loss of pass-through entities not taxed at corporate entity level	(714		)	(111		)	1,142
Tax impact of non-U.S. disregarded entities	—			(1,119		)	(286		)
Rate differences between U.S. and foreign tax jurisdictions	2,807			1,649			2,046
Deferred balance adjustments	—			5,381			(390		)
Permanent differences	978			3,746			(3,441		)
Tax effect of gain on bargain purchase from acquisitions	—			—			(1,018		)
Change in valuation allowance	8,013			(1,007		)	(3,041		)
Other	(2,900		)	—			—
Provision for income taxes	$	102,170		$	50,234		$	5,777

The company's deferred tax assets and liabilities are as follows as of December 31 of each of the following years (in thousands):

	2015			2014
Allowance for losses	$	66,743		$	54,247
Deferred profit	18,282			22,349
Net Operating Loss carryover	80,832			124,674
Accrued expenses and prepaid assets	31,655			22,740
Minimum tax credit	77,918			25,733
Other	35,836			18,177
Total gross deferred tax assets	311,266			267,920
Valuation allowance	(65,893		)	(60,044		)
Total net deferred tax assets	245,373			207,876
Installment sales	243,434			193,106
Intangible assets	32,372			14,072
Unsold Vacation Interests adjustments	53,764			47,525
Other	8,055			—
Total deferred tax liability	337,625			254,703
Net deferred tax liability	$	(92,252	)	$	(46,827	)

ASC 740, “Income Taxes” ("ASC 740") requires that the tax benefit of net operating losses, temporary differences and credit carry forwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carry forward period, including the reversal of existing taxable temporary differences. The Company maintains a valuation allowance against its deferred tax assets in foreign jurisdictions, including its branch operations in St. Maarten. Due to the Company's history of operating losses in those locations, management believes that realization of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not and, accordingly, has provided a valuation allowance.

As of December 31, 2015, the Company had available $137.8 million of unused federal net operating loss (“NOLs”) carry forwards, $159.1 million of unused state NOLs, and $113.0 million of foreign NOLs, with expiration dates from 2021 through 2033 (except for certain foreign NOLs that do not expire) that may be applied against future taxable income subject to certain limitations.

F-38

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

As a result of the IPO and the resulting change in ownership, the Company's ability to use its federal NOLs will be limited under Internal Revenue Code Section 382. State NOLs are subject to similar limitations in many cases.

No deferred tax liabilities have been provided for U.S. taxes on the undistributed earnings (if any) of foreign subsidiaries as of December 31, 2015, 2014 and 2013. Those earnings have been and are expected to be indefinitely reinvested in the foreign subsidiaries. The amount of unrecognized deferred tax liability has not been determined as it is impracticable at this time to determine the amount.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the Company's financial statements. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with ASC 740 is a two-step process. The first step is recognition: the Company determines whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the “more-likely-than-not” recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: a tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. The adoption of ASC 740 did not result in a material impact on the Company's financial condition or results of operations.

The following table summarizes the activity related to the Company's unrecognized tax benefits (in thousands):

	Amount
Balance as of December 31, 2013	$	—
Increases related to tax positions taken during the current period	23,857
Balance as of December 31, 2014	23,857
Increase related to tax positions taken during a prior period	4,125
Increases related to tax positions taken during the current period	49,753
Balance as of December 31, 2015	$	77,735

The gross amount of the unrecognized tax benefit as of December 31, 2015 that, if recognized, would affect the Company's effective tax rate was $0.4 million.

The Company's continuing practice is to recognize potential interest and/or penalties related to income tax matters in income tax provision. The Company has accrued $0.7 million for the payment of interest in the accompanying balance sheet and statement of operations and comprehensive income (loss).

It is reasonably possible that the unrecognized tax benefit will increase during the next twelve months, and an estimate of the range is impracticable.

The Company operates in multiple tax jurisdictions, both within the U.S. and outside of the U.S. The Company is no longer subject to income tax examinations by tax authorities in its major tax jurisdictions as follows:

Tax Jurisdiction	Tax Years No Longer Subject to Examination
United States	2011 and prior
United Kingdom	2012 and prior
Spain	2011 and prior

Note 18 — Commitments and Contingencies

Lease Agreements

The Company conducts a significant portion of its operations from leased facilities, which include regional and global administrative facilities as well as off-premise booths and tour centers near active sales centers. The longest of these obligations extends into 2025. Many of these agreements have renewal options, subject to adjustments for inflation. In most cases, the Company expects that in the normal course of business, such leases will be renewed or replaced by other leases. Typically, these leases call for a minimum lease payment that increases over the life of the agreement by a fixed percentage or an amount based upon the change in a designated index. All of the facilities lease agreements are classified as operating leases. In addition,

F-39

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

the Company leases equipment under both long-term and short-term lease arrangements, which are generally classified as operating leases.

Rental expense recognized for all operating leases during the years ended December 31, 2015, 2014 and 2013 totaled $25.2 million, $21.8 million and $21.1 million, net of sublease rental revenue of $0.8 million, $0.8 million and $0.8 million, respectively.

As of December 31, 2015, future minimum lease payments on operating leases were as follows (in thousands):

Year ending December 31:
2016	$	15,461
2017	11,184
2018	8,092
2019	3,624
2020	2,802
2021 and thereafter	4,153
	$	45,316

Contractual Obligations

The Company has entered into various contractual obligations primarily related to construction of new units at the Cabo Azul Resort in San Jose Del Cabo, Mexico, as well as relating to sales center remodeling, property amenity improvement and corporate office expansion projects. The total remaining commitment was $3.9 million as of December 31, 2015.

Hurricane Odile

In September 2014, Hurricane Odile, a category 4 hurricane, inflicted widespread damage on the Baja California peninsula, particularly in San Jose Del Cabo, in which the Cabo Azul Resort, one of the Company's managed resorts, is located. Hurricane Odile caused significant damage to the buildings as well as the facilities and amenities at the Cabo Azul Resort, including unsold Vacation Interests and property and equipment owned by the Company. During the year ended December 31, 2015, the Company received $5.0 million in proceeds from its insurance carrier for property damage resulting from Hurricane Odile. Management believes the Company has sufficient property insurance to cover the costs incurred by the Company in excess of $5.0 million when the insurance claim is ultimately settled.

In addition, the Company has filed a claim under its business interruption insurance policy for business profits lost during the period that the Cabo Azul Resort remained closed as a result for the damage suffered in Hurricane Odile. During the year ended December 31, 2015, the Company received an aggregate of $6.0 million in installments from its insurance carrier related to such claim, which was recognized as other revenue in the consolidated statement of operations and comprehensive income (loss). The total claim remains under negotiation with the insurance carrier and any further payments will also be recorded in the periods in which they are received. The Cabo Azul Resort and the on-site sales center reopened on September 1, 2015.

Kona Agreement

On July 28, 2015, the Company entered into an agreement for the purchase and sale of property, which was amended on February 25, 2016 (as amended, the "Kona Agreement") with Hawaii Funding LLC (the "Kona Seller"), an affiliate of Och-Ziff Real Estate. The Kona Agreement relates to the development by the Kona Seller of a new resort, which is expected to consist of 144 units, on property located in Kona, Hawaii to be acquired by the Kona Seller. Pursuant to the Kona Agreement, the Company has agreed to purchase all of the units, subject to the satisfaction of specified conditions including a period of assessment suitability and feasibility, by both parties, of the property for its intended use. The total financial commitment under the Kona Agreement is expected to be finalized in the second quarter of 2016, with the first delivery of units expected in the first half of 2017 continuing through mid-2018, which is subject to various conditions precedent and rights of the parties.

Litigation Contingencies

From time to time, the Company or its subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business. The Company evaluates these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the Company's ability to make a reasonable estimate of loss. The Company records a contingent litigation liability when it determines that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Note 19 — Fair Value Measurements

ASC 820, "Fair Value Measurements" ("ASC 820"), defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

• Level 1: Quoted prices for identical instruments in active markets.

• Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.

• Level 3: Unobservable inputs used when little or no market data is available.

As of December 31, 2015, the only assets and liabilities of the Company measured at fair value on a recurring basis was the December 2015 Swap. As of December 31, 2015, the fair value of the December 2015 Swap was based on valuation reports provided by counterparties and was classified as Level 3, based on the fact that the credit risk data used for the valuations were not directly observable and could not be corroborated by observable market data. The Company’s assessment of the significant inputs to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. See "Note 3—Concentrations of Risk" for further detail on the Company's derivative instruments.

The following table summarizes the information regarding the Company's derivative instruments as of the dates presented below (in thousands):

	December 31, 2015				December 31, 2014
	Carrying Value		Total Estimated Fair Value		Carrying Value		Total Estimated Fair Value
Liabilities:
Interest rate swap agreement (a)	$	146	$	146	$	—	$	—
Total Liabilities	$	146	$	146	$	—	$	—

(a) Values associated with the December 2015 Swap are presented under the derivative liabilities category of the accompanying consolidated balance sheet.

As of December 31, 2015, Vacation Interests notes receivable had a balance of $622.6 million, net of allowance. The allowance for losses against the Vacation Interests notes receivable is derived using a static pool analysis to develop historical default percentages based on FICO credit scores to apply to the mortgage and contract population. The Company evaluates other factors such as economic conditions, industry trends and past due aging reports in order to determine the adjustments needed to true up the allowance, which adjusts the carrying value of Vacation Interests notes receivable to management's best estimate of collectability. As a result of such evaluation, the Company believes that the carrying value of the Vacation Interests notes receivable approximated its fair value at December 31, 2015. These financial assets were classified as Level 3, as there is little market data available.

As of December 31, 2015, the borrowings under the Senior Credit Facility (excluding the Incremental Term Loan) were classified as Level 2 and the Company believes the fair value of the Senior Credit Facility approximated its carrying value at such dates due to the fact that the market for similar instruments remained stable since May 2014, when the Company entered into the Senior Credit Facility. As of December 31, 2015, the borrowings under the Incremental Term Loan were classified as Level 2 and the Company believes the fair value of the Incremental Term Loan approximated its carrying value at such date due to the fact that it was recently issued and, therefore, measured using other significant observable inputs.

As of December 31, 2015, all of the Company’s notes issued in its securitization transactions except the Tempus 2013 Notes were classified as Level 2. The Company believes the fair value of these borrowings, which was determined with the assistance of an investment banking firm, approximated similar instruments in active markets. The Tempus 2013 Notes were classified as Level 2. The Company believes the fair value of the Tempus 2013 Notes approximated their carrying value due to the fact that the market for similar instruments remained stable since September 2013, the issuance date of the Tempus 2013 Notes. Consequently, the Tempus 2013 Notes were classified as Level 2 as of December 31, 2015. See "Note 16—Borrowings" for further detail on these borrowings.

F-41

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

As of December 31, 2015, the Quorum Facility and a loan sale agreement that the Company assumed in connection with a previous business combination were classified as Level 2 based on an internal analysis performed by the Company utilizing the discounted cash flow model and the quoted prices for identical or similar instruments in markets that are not active.

As of December 31, 2015, the fair value of all other debt instruments was not calculated, based on the fact that they were either due within one year or were immaterial.

As of December 31, 2014, the Company had no assets or liabilities measured at fair value on a recurring basis.

As of December 31, 2014, Vacation Interests notes receivable had a balance of $498.7 million, net of allowance. The allowance for loan and contract losses against the Vacation Interests notes receivable is derived using a static pool analysis to develop historical default percentages based on FICO scores to apply to the mortgage and contract population. The Company evaluates other factors such as economic conditions, industry trends and past due aging reports in order to determine the adjustments needed to true up the allowance, which adjusts the carrying value of Vacation Interests notes receivable to management's best estimate of collectability. As a result of such evaluation, the Company believes that the carrying value of the Vacation Interests notes receivable approximated its fair value at December 31, 2014. These financial assets are classified as Level 3 as there is little market data available.

As of December 31, 2014, the borrowings under the Senior Credit Facility approximated its carrying value at such date due to the fact that it was recently issued and, therefore measured using other significant observable inputs.

As of December 31, 2014, all of the Company’s notes issued in the securitization transactions except the Tempus 2013 Notes were classified as Level 2. The fair value of these borrowings was determined with the assistance of an investment banking firm, which the Company believes approximated similar instruments in active markets. The Company believes the fair value of the Tempus 2013 Notes approximated their carrying value due to the fact that the market for similar instruments remained stable since September 2013, the issuance date of the Tempus 2013 Notes.

As of December 31, 2014, the Quorum Facility and the Island One Quorum Funding Facility were classified as Level 2 based on an internal analysis performed by the Company utilizing the discounted cash flow model and the quoted prices for identical or similar instruments in markets that are not active.

As of December 31, 2014, the fair value of all other debt instruments was not calculated, based on the fact that they were either due within one year or were immaterial.

In accordance with ASC 820, the Company also applied the provisions of fair value measurement to various non-recurring measurements for the Company’s financial and non-financial assets and liabilities and recorded the impairment charges. The Company’s non-financial assets consist of property and equipment, which are recorded at cost, net of depreciation, unless impaired, and assets held for sale, which are recorded at the lower of cost or their estimated fair value less costs to sell.

The carrying values and estimated fair values of the Company's financial instruments as of December 31, 2015 were as follows (in thousands):

	Carrying Value		Total Estimated Fair Value		Estimated Fair Value (Level 2)		Estimated Fair Value (Level 3)
Assets:
Vacation Interests notes receivable, net	$	622,607	$	622,607	$	—	$	622,607
Total assets	$	622,607	$	622,607	$	—	$	622,607
Liabilities:
Senior Credit Facility	$	569,931	$	569,931	$	569,931	$	—
Securitization notes and Funding Facilities, net	642,758		638,420		638,420		—
Notes payable	4,750		4,750		4,750		—
Total liabilities	$	1,217,439	$	1,213,101	$	1,213,101	$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

The carrying values and estimated fair values of the Company's financial instruments as of December 31, 2014 were as follows (in thousands):

	Carrying Value		Total Estimated Fair Value		Estimated Fair Value (Level 2)		Estimated Fair Value (Level 3)
Assets:
Vacation Interests notes receivable, net	$	498,662	$	498,662	$	—	$	498,662
Total assets	$	498,662	$	498,662	$	—	$	498,662
Liabilities:
Senior Credit Facility	$	440,720	$	440,720	$	440,720	$	—
Securitization notes and Funding Facilities, net	509,208		512,706		512,706		—
Notes payable	4,612		4,612		4,612		—
Total liabilities	$	954,540	$	958,038	$	958,038	$	—

Note 20 — Stock Repurchase Program

On October 28, 2014, the Company's Board of Directors authorized a stock repurchase program allowing for the expenditure of up to $100.0 million for the repurchase of the Company's common stock (the "Stock Repurchase Program"). The Stock Repurchase Program was originally announced on October 29, 2014 and has no scheduled expiration date. On July 28, 2015, the Company's Board of Directors authorized an additional $100.0 million for expenditures under the Stock Repurchase Program. The Senior Credit Facility limits the Company's ability to make restricted payments, including the payment of dividends or expenditures for stock repurchases, subject to specified exceptions based upon the Company's excess cash flow sweep determined in accordance with the Senior Credit Facility. As of December 31, 2015, the amount available to repurchase stock as permitted by the Senior Credit Facility was $3.5 million.

The following table summarizes stock repurchase activity under the Stock Repurchase Program (cost in thousands):

	Shares		Cost		Average Price Per Share
From inception through December 31, 2014	642,900		$	16,077	$	25.01
For the year ended December 31, 2015 (a)	5,713,554		163,545		$	28.62
Total from inception through December 31, 2015 (a)	6,356,454	(b)	$	179,622	$	28.26

(a) Includes the purchase of 1,515,582 shares from the underwriter for $50 million in the March 2015 Secondary Offering at the price of $32.99 per share.

(b) Shares of common stock repurchased by the Company pursuant to the Stock Repurchase Program. As of December 31, 2015, 4,134,071 of the repurchased shares held in treasury at the average price of $28.92 per share had been retired.

Note 21— Stock-Based Compensation

On July 8, 2013, the Board of Directors of the Company approved the 2013 Plan, which authorized the issuance of Company's common stock for awards, including restricted stock, RSUs, stock options, deferred stock or stock appreciation rights, to officers, employees, consultants, advisors and directors of the Company (collectively, the “Eligible Persons”).

On May 19, 2015, the Company held its annual meeting of stockholders, at which the Company's stockholders approved the 2015 Plan. The 2015 Plan is a broad-base plan under which 8,500,000 shares of the Company's common stock are authorized for issuance for awards, including restricted stock, RSUs, stock options, deferred stock or stock appreciation rights, to the Eligible Persons. As of December 31, 2015, 7,174,940 shares remained available for issuance as new awards under the 2015 Plan.

On July 18, 2013, the Company granted to the former holders of Diamond Resorts Parent, LLC (DRII's predecessor) Class B common units ("BCUs") non-qualified stock options, which were immediately vested, exercisable for an aggregate of 3,760,215 shares of common stock, at an option price of $14.00 per share, in part to maintain the incentive value intended when the Company originally issued those BCUs to these individuals and to provide an incentive for such individuals to continue providing service to the Company. The grantees of these immediately vested options include Messrs. Cloobeck, Kraff, Palmer, Bentley, Lanznar and two employees of the Company. Through December 31, 2014, Messrs. Cloobeck, Palmer, Bentley and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Lanznar were not employed or compensated directly by the Company, but were rather employed or independently contracted and compensated by HM&C. See "Note 6—Transactions with Related Parties" for further detail on the HM&C Agreement.

In addition, between July 18, 2013 and December 31, 2014, the Company issued additional non-qualified stock options, exercisable for an aggregate of 4,408,100 shares of common stock, to Eligible Persons (including employees of HM&C), each at an option price equal to the market price on the applicable grant date. 25% of the shares issuable upon the exercise of such non-qualified stock options vested immediately on the grant date and the remaining 75% vest in equal installments on each of the first three anniversaries of the grant date. All of these options expire ten years from the grant date.

On May 19, 2015, the Company issued additional non-qualified stock options, exercisable for an aggregate of 1,067,000 shares of common stock, to Eligible Persons, each at an option price equal to the market price on the applicable grant date. 25% of the shares issuable upon exercise of such non-qualified stock options vest in equal installments on each of the first four anniversaries of the grant date. All of these options expire ten years from the grant date.

The Company accounts for its stock-based compensation issued to its employees and non-employee directors (in their capacity as such) in accordance with ASC 718. For a stock-based award with service-only vesting conditions, the Company measures compensation expense at fair value on the grant date and recognizes this expense in the statement of operations and comprehensive income (loss) over the expected term during which the employees (including, from an accounting perspective, non-employee directors in their capacity as such) of the Company provide service in exchange for the award.

Through December 31, 2014 and prior to the Company's acquisition of HM&C in January 2015, the Company accounted for its stock-based compensation issued to employees and independent contractors of HM&C in accordance with ASC 505-50, "Equity-Based Payments to Non-Employees" ("ASC 505"). In addition, stock-based compensation issued to Mr. Kraff in connection with the IPO has been accounted for in accordance with ASC 505. Employees and independent contractors of HM&C through December 31, 2014 and Mr. Kraff (with respect to the stock-based compensation issued to him in connection with the IPO) are collectively referred to as the "Non-Employees," and the stock-based compensation issued to the Non-Employees are collectively referred to as the "Non-Employee Grants." Pursuant to ASC 505, the fair value of an equity instrument issued to Non-Employees is initially measured on the grant date by using the stock price and other measurement assumptions and subsequently remeasured at each balance sheet date as (and to the extent) the relevant performance is completed. With respect to the stock-based compensation issued to Mr. Kraff in connection with the IPO, his performance of services was considered completed at the grant date.

Effective January 1, 2015, the Company acquired all of the outstanding membership interests in HM&C, which became a wholly-owned subsidiary of the Company. As employees of HM&C became employees of the Company following the HM&C Acquisition, all unvested stock options issued to employees of HM&C were converted to employee grants from an accounting perspective on January 1, 2015.

As a result of the HM&C Acquisition, compensation cost attributable to unvested options issued to employees of HM&C was remeasured as if the unvested options were newly granted on January 1, 2015, and the portion of the newly measured cost attributable to the remaining vesting period is being recognized as compensation cost prospectively from January 1, 2015.

The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of the stock options granted to its employees (including from an accounting perspective, non-Employee directors in their capacity as such) and Non-Employees. The expected volatility is calculated based on the historical volatility of the stock prices for a group of identified peer companies for the expected term of the stock options on the grant date (which is significantly greater than the volatility of the S&P 500® index as a whole during the same period) due to the lack of historical trading prices of the Company's common stock. The average expected option life represents the period of time the stock options are expected to be outstanding at the issuance date based on management’s estimate using the simplified method prescribed under the Securities and Exchange Commission (the "SEC") SAB 14 for employee grants and the contractual terms for Non-Employee grants. The risk-free interest rate is calculated based on the U.S. Treasury zero-coupon yield, with a remaining term that approximates the expected option life assumed at the date of issuance. The expected annual dividend per share is 0% based on the Company’s expected dividend rate.

The fair value per share information, including related assumptions, used to determine compensation cost for the Company’s non-qualified stock options consistent with the requirements of ASC 718 and ASC 505, consisted of the following as of December 31, of each of the following years:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

	2015			2014						2013
	Company Employees			Non-Employees			Company Employees			Non-Employees			Company Employees
Weighted average fair value per share	$	10.2		$	14.9		$	8.1		$	8.9		$	7.5
Expected stock price volatility	45.7		%	52.8		%	52.8		%	49.8		%	52.9		%
Expected option life (years)	5.91			6.00			6.00			9.13			6.51
Risk-free interest rate	1.7		%	1.7		%	1.7		%	2.4		%	1.8		%
Expected annual dividend yield	—		%	—		%	—		%	—		%	—		%

Stock option activity related to stock option grants issued to the employees of the Company during the year ended December 31, 2015 was as follows:

	Company Employees
	Options  (In thousands)		Weighted-Average Exercise Price (Per Share)		Weighted-Average Remaining Contractual Term  (Years)	Aggregate Intrinsic Value  (In thousands)
Outstanding at January 1, 2015	7,868		$	15.02	8.8	$	101,336
Granted	1,117		$	32.05
Exercised	(188	)	$	15.59
Forfeited	(31	)	$	23.79
Outstanding at December 31, 2015	8,766		$	17.20	7.9	$	72,840
Exercisable at December 31, 2015	6,219		$	14.62	7.6	$	67,756

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been realized by the option holders had all option holders exercised their options on December 31, 2015. The intrinsic value of a stock option is the excess of the Company’s closing stock price on that date over the exercise price, multiplied by the number of shares subject to the option.

The following table summarizes the Company’s unvested stock option activity for the year ended December 31, 2015:

	Company Employees
	Options (In thousands)		Weighted-Average Exercise Price  (Per Share)
Unvested at January 1, 2015	2,536		$	16.37
Granted	1,117		$	32.05
Vested	(1,075	)	$	17.32
Forfeited	(31	)	$	23.79
Unvested at December 31, 2015	2,547		$	23.51

Restricted Stock, RSUs and Deferred Stock

Between July 18, 2013 and December 31, 2014, the Company issued restricted stock to certain non-employee members of the Board of Directors of the Company, which vest equally on each of the first three anniversary dates from the grant date.

On May 19, 2015, the Company issued restricted stock to certain employees of the Company (which vest equally on each of the first four anniversaries of the grant date) and non-employee members of the Board of Directors of the Company (which vest equally on each of the first 12 quarterly anniversaries of the grant date).

In addition, on May 19, 2015, the Company issued RSUs to certain employees of the Company (which conditionally vest equally on each of the first four anniversaries of the grant date and fully vest on the fourth anniversary date of the grant date when certain service and performance conditions are met) and to certain non-employee members of the Board of Directors of the Company who elected to receive RSUs in lieu of restricted stock for services rendered (which vested equally on each of the first 12 quarterly anniversaries of the grant date).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Furthermore, on May 19, 2015, the Company issued deferred stock to certain non-employee members of the Board of Directors of the Company who elected to receive deferred stock in lieu of cash for services rendered. The deferred stock were fully vested on the grant date. All restricted stock, RSUs and deferred stock issued on May 19, 2015 (the "Stock Unit Issuances") were valued at $32.69 per share (the closing stock price of the Company's common stock on such date).

The following table summarizes the activity related to the Stock Unit Issuances during the year ended December 31, 2015:

	Restricted Stock				Restricted Stock Units				Deferred Stock
	Shares    (In thousands)		Weighted-Average Exercise Price (Per Share)		Units (In thousands)		Weighted-Average Exercise Price (Per Share)		Units (In thousands)		Weighted-Average Exercise Price (Per Share)
Unvested at January 1, 2015	44		$	16.92	—		$	—	—		$	—
Granted	157		$	32.69	86		$	32.69	12		$	32.72
Vested/Converted to common stock	(25	)	$	21.19	(8	)	$	32.69	(12	)	$	32.72
Forfeited	(16	)	$	28.36	—		$	—	—		$	—
Unvested at December 31, 2015	160		$	30.58	78		$	32.69	—		$	32.72

Stock-based Compensation Expense

The following table summarizes the Company’s stock-based compensation expense for the years ended December 31, 2015, 2014 and 2013 (in thousands).

	2015		2014		2013
Non-employee stock option grants	$	—	$	7,619	$	32,940
Company employee grants	13,623		7,681		7,218
Non-employee director grants	1,325		902		375
Total	$	14,948	$	16,202	$	40,533

The tax benefits recognized from stock-based compensation expense were $5.3 million, $5.8 million and $14.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

In accordance with SAB 14, the Company records stock-based compensation expense to the same line item on the statement of operations and comprehensive income (loss) as the grantees' cash compensation. In addition, the Company records stock-based compensation expense to the same business segment as the grantees' cash compensation for segment reporting purposes in accordance with ASC 280, "Segment Reporting."

The following table summarizes the effect of the stock-based compensation expense for the years ended December 31, 2015 and 2014 (in thousands):

	Year Ended December 31, 2015								Year Ended December 31, 2014
	Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total		Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total
Management and member services	$	1,307	$	—	$	—	$	1,307	$	1,613	$	—	$	—	$	1,613
Advertising, sales and marketing	—		2,440		—		2,440		—		2,198		—		2,198
Vacation Interests carrying cost, net	—		232		—		232		—		267		—		267
Loan portfolio	—		373		—		373		—		423		—		423
General and administrative	—		—		10,596		10,596		—		—		11,701		11,701
Total	$	1,307	$	3,045	$	10,596	$	14,948	$	1,613	$	2,888	$	11,701	$	16,202

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

The following table summarizes the effect of the stock-based compensation expense for the year ended December 31, 2013 (in thousands):

	Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total
Management and member services	$	860	$	—	$	—	$	860
Advertising, sales and marketing	—		2,105		—		2,105
Vacation Interests carrying cost, net	—		208		—		208
Loan portfolio	—		316		—		316
General and administrative	—		—		37,044		37,044
Total	$	860	$	2,629	$	37,044	$	40,533

The following table summarizes the Company’s unrecognized stock-based compensation expense as of December 31, 2015 (dollars in thousands):

	Options		Restricted Stock		Restricted Stock Units		Deferred Stock		Total
Unrecognized stock-based compensation expense	$	20,093	$	3,968	$	2,247	$	149	$	26,457
Weighted-average remaining amortization period (in years)	1.4		2.3		2.4		0.4		1.6

Note 22— Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

	Cumulative Translation Adjustment			Post-retirement Benefit Plan			Other			Total
Balance, December 31, 2012	$	(16,714	)	$	—		$	(19	)	$	(16,733	)
Period change	2,543			(2,064		)	77			556
Balance, December 31, 2013	(14,171		)	(2,064		)	58			(16,177		)
Period change	(3,545		)	171			(10		)	(3,384		)
Balance, December 31, 2014	(17,716		)	(1,893		)	48			(19,561		)
Period change	(2,466		)	1,893			(17		)	(590		)
Balance, December 31, 2015	$	(20,182	)	$	—		$	31		$	(20,151	)

The Company has not tax-effected the cumulative translation adjustment since deferred taxes on unremitted foreign earnings are not provided (see "Note 17—Income Taxes). The balance as of December 31, 2014 related to the post-retirement benefit plan, net of tax, was reduced to zero as of December 31, 2015 due to the St. Maarten Deconsolidation. See "Note 1—Background Business and Basis of Presentation" for further detail on the St. Maarten Deconsolidation.

Note 23— Net income (loss) per share

The Company calculates net income per share in accordance with ASC Topic 260, "Earnings Per Share." Basic net income (loss) per share is calculated by dividing net income for common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income by weighted-average common shares outstanding during the period plus potentially dilutive common shares, such as stock options and restricted stock.

Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities.

For the year ended December 31, 2015, 0.5 million shares underlying stock options were excluded from the net income per share computation, as their effect would be antidilutive under the treasury stock method.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

For the year ended December 31, 2013, 0.2 million and a de minimis amount of shares underlying stock options and restricted stock were excluded from the net loss per share computation, as their effect would be antidilutive due to the net loss reported by the Company.

There were no antidilutive stock options or restricted stock for the year ended December 31, 2014.

The table below sets forth the computation of basic and diluted net income (loss) per share as of December 31 of each of the following years (in thousands, except per share amounts):

	2015		2014		2013
Computation of Basic Net Income (Loss) Per Share:
Net income (loss)	$	149,478	$	59,457	$	(2,525	)
Weighted average shares outstanding	72,881		75,466		63,704
Basic net income (loss) per share	$	2.05	$	0.79	$	(0.04	)
Computation of Diluted Net Income (Loss) Per Share:
Net income (loss)	$	149,478	$	59,457	$	(2,525	)
Weighted average shares outstanding	72,881		75,466		63,704
Effect of dilutive securities:
Restricted stock and RSUs (a)	24		14		—
Options to purchase common stock	2,574		1,467		—
Shares for diluted net income per share	75,479		76,947		63,704
Diluted net income (loss) per share	$	1.98	$	0.77	$	(0.04	)

    (a) Includes unvested dilutive restricted stock and RSUs that are subject to future forfeitures.

Note 24 — Business Combinations

On October 16, 2015, the Company completed the Gold Key Acquisition and acquired five management contracts, real property interests, unsold vacation ownership interests to sell to existing members and potential customers and other assets, adding six additional managed resorts to the Company’s resort network and new owner-families to the Company’s owner base, in exchange for a cash purchase price of $167.5 million and the assumption of certain non-interest-bearing liabilities. At the closing of the Gold Key Acquisition, $6.2 million was deposited into an escrow account to support the Company’s obligations under the Default Recovery Agreement, and is classified as restricted cash on the Company’s balance sheet. The Company assumed $15.5 million of contingent consideration in connection the Default Recovery Agreement, which was recorded as accrued liabilities, with an offsetting amount in prepaid expense and other assets.

The Company accounted for the Gold Key Acquisition as a business combination in accordance with ASC 805, "Business Combinations" ("ASC 805"). As of December 31, 2015, the acquisition was recorded based on a preliminary appraisal; accordingly, provisional amounts were assigned to the assets acquired and liabilities assumed. The preliminary appraisal was developed in accordance with the Company's policies, which were also the basis for the valuation of previous business combinations. Since the purchase price exceeded the fair value of identifiable assets, the Company recorded $73.9 million in goodwill in accordance with ASC 805, which is primarily attributable to expected synergies from the operations acquired in connection with the Gold Key Acquisition and the Company's existing operations.

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DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed from the Gold Key Companies at the acquisition date based on the appraisals as of October 16, 2015 (in thousands):

	Based on Preliminary Appraisal
Consideration:
Cash	$	167,500
Fair value of total consideration transferred	167,500
Recognized amounts of identifiable assets acquired and liabilities assumed as of October 16, 2015:
Cash and cash equivalents	$	66
Restricted cash	47
Due from related parties, net	766
Other receivables, net	69
Prepaid expenses and other assets, net	15,904
Unsold Vacation Interests	26,481
Property and equipment	15,329
Other intangible assets	53,060
Total assets	111,722
Liabilities assumed	18,101
Total identifiable net assets	93,621
Goodwill	$	73,879

Acquired intangible assets consist of the following (dollar amounts in thousands):

	Weighted Average Useful Life in Years	Based on Preliminary Appraisal
Management contracts	20	$	25,300
Rental agreements	4	15,800
Rights to develop inventory	14	11,600
Member relationships	6	360
Total acquired intangible assets		$	53,060

These notes to the consolidated financial statements do not present supplemental pro forma information to include revenue and earnings of the Gold Key Companies for all periods presented, as the assets acquired and additional earnings generated in connection with the Gold Key Acquisition are not deemed significant to the Company's consolidated financial statements.

Note 25 — Employee Benefit Plans

The Company has a qualified retirement plan (the “401(k) Plan”) with a salary deferral feature designed to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended. Subject to certain limitations, the 401(k) Plan allows participating U.S. employees to defer up to 60.0% of their eligible compensation on a pre-tax basis. The 401(k) Plan allows the Company to make discretionary matching contributions of up to 50.0% of the first 6.0% of employee compensation.

During the years ended December 31, 2015, 2014 and 2013, the Company made matching contributions to its 401(k) Plan of $3.3 million, $2.2 million and $1.8 million, respectively.

In addition, the Company has a self-insured health plan that covers substantially all of its full-time employees in the U.S. The health plan uses employee and employer contributions to pay eligible claims. To supplement this plan, the Company has a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

stop-loss insurance policy to cover individual claims in excess of $0.3 million. At December 31, 2015, 2014 and 2013, the Company accrued $3.5 million, $2.7 million and $2.6 million, respectively, for claims that have been incurred but not reported. This accrual is calculated as the higher of (i) estimated accrual based on Company's historical experience of claim payments and lag period between the service dates and claim payment dates or (ii) two times the average monthly claims paid by the Company during the past fiscal year. The following table sets forth for each of the years ended December 31, 2015 and 2014, respectively, the amount of claims incurred during such period, changes in accruals during such period for claims incurred during prior periods, and the amount of payments made in such period (in thousands):

Balance as of December 31, 2013	$	2,572
Claims incurred during the current year	16,141
Change in accruals for claims incurred during prior years	(2,118		)
Payments made	(13,913		)
Balance as of December 31, 2014	2,682
Claims incurred during the current year	18,145
Change in accruals for claims incurred during prior years	(2,094		)
Payments made	(15,195		)
Balance as of December 31, 2015	$	3,538

During the years ended December 31, 2015, 2014 and 2013, the Company recorded $24.5 million, $20.6 million and $19.6 million, respectively, in expenses associated with its health plans.

With certain exceptions, the Company's European subsidiaries do not offer private health plans or retirement plans. The government in each country offers national health services and retirement benefits, which are funded by employee and employer contributions.

In 1999, the Company entered into a collective labor agreement with the employees at its resorts in St. Maarten, where the Company functioned as the HOA through December 31, 2014 (the "Collective Labor Agreement"). The Collective Labor Agreement provides for an employee service allowance to be paid to employees upon their termination, resignation or retirement. The employee service allowance was accounted for as a defined benefit plan (the "Defined Benefit Plan") in accordance with the requirements of ASC 715, "Compensation—Retirement Benefits." During the quarter ended September 30, 2015, the Defined Benefit Plan was deconsolidated from the Company's consolidated financial statements in conjunction with the St. Maarten Deconsolidation. See "Note 1—Background Business and Basis of Presentation" for further detail on the St. Maarten Deconsolidation.

Note 26 — Segment Reporting

Business Segment

The Company presents its results of operations in two business segments: (i) hospitality and management services, which includes operations related to the management of resort properties and the Diamond Collections, operation of the Clubs, operations of the properties located in St. Maarten for which the Company functioned as the HOA through December 31, 2014, food and beverage venues owned and managed by the Company and the provision of other services and (ii) Vacation Interests sales and financing, which includes operations relating to the marketing and sales of Vacation Interests, as well as the consumer financing activities related to such sales. While certain line items reflected on the statement of operations and comprehensive income (loss) fall completely into one of these business segments, other line items relate to revenues or expenses that are applicable to more than one segment. For line items that are applicable to more than one segment, revenues or expenses are allocated by management. Such allocations involve significant estimates. Certain expense items (principally corporate interest expense, depreciation and amortization and provision for income taxes) are not, in management’s view, allocable to either of these business segments, as they apply to the entire Company. In addition, general and administrative expenses (which exclude hospitality and management services related overhead that is recovered from the HOAs and the Collection Associations) are not allocated to either of these business segments because, historically, management has not allocated these expenses for purposes of evaluating the Company’s different operational divisions. Accordingly, these expenses are presented under corporate and other.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

Management believes that it is impracticable to allocate specific assets and liabilities related to each business segment. In addition, management does not review balance sheets by business segment as part of their evaluation of operating segment performance. Consequently, no balance sheet segment reports have been presented.

The following table presents revenues, income before provision for income taxes, interest revenue and interest expense for the Company's reportable segments for the periods presented below (in thousands):

	For the Years Ended December 31,
	2015			2014			2013
Revenues:
Hospitality and management services	$	187,747		$	199,298		$	175,423
Vacation Interests sales and financing	764,963			643,719			552,922
Corporate and other	1,330			1,549			1,443
Total revenues	$	954,040		$	844,566		$	729,788
Income before provision for income taxes
Hospitality and management services	$	137,509		$	129,402		$	102,072
Vacation Interests sales and financing	291,416			202,915			159,392
Corporate and other	(177,277		)	(222,626		)	(258,212		)
Income before provision for income taxes	$	251,648		$	109,691		$	3,252
Interest Revenue:
Hospitality and management services	$	—		$	—		$	—
Vacation Interests sales and financing	78,989			66,849			55,601
Corporate and other	1,330			1,549			1,443
Total interest revenue	$	80,319		$	68,398		$	57,044
Interest Expense:
Hospitality and management services	$	—		$	—		$	—
Vacation Interests sales and financing	16,895			15,072			16,411
Corporate and other	31,581			41,871			72,215
Total interest expense	$	48,476		$	56,943		$	88,626

Geographic Segment

The geographic segment information presented below is based on the geographic locations of the Company's subsidiaries. The Company’s foreign operations include its operations in Austria, the Caribbean, England, France, Greece, Ireland, Italy, Malta, Mexico, Portugal, Scotland and Spain. No individual foreign country represents 10% or more of the Company's total revenues or long-term assets presented. The following table reflects total revenue and assets by geographic area for the years ended on, or as of, the dates presented below (in thousands):

	For the Years Ended December 31,
	2015		2014		2013
Revenue
United States	$	886,721	$	731,171	$	610,116
Foreign	67,319		113,395		119,672
Total Revenues	$	954,040	$	844,566	$	729,788

F-51

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

	As of December 31,
	2015		2014
Vacation Interests notes receivable, net
United States	$	621,244	$	496,691
Foreign	1,363		1,971
Total Vacation Interests notes receivable, net	$	622,607	$	498,662
Unsold Vacation Interests, net
United States	$	277,563	$	198,869
Foreign	80,715		63,303
Total unsold Vacation Interests, net	$	358,278	$	262,172
Property and equipment, net
United States	$	84,408	$	59,038
Foreign	10,953		11,833
Total property and equipment, net	$	95,361	$	70,871
Goodwill
United States	$	104,521	$	30,632
Foreign	—		—
Total goodwill	$	104,521	$	30,632
Other intangible assets, net
United States	$	218,990	$	174,021
Foreign	3,200		4,765
Total other intangible assets, net	$	222,190	$	178,786
Total long-term assets, net
United States	$	1,306,726	$	959,251
Foreign	96,231		81,872
Total long-term assets, net	$	1,402,957	$	1,041,123

Note 27 — Loss on Extinguishment of Debt

On May 9, 2014, the Company repaid all outstanding indebtedness under three inventory loans previously entered into in connection with certain acquisitions using a portion of the proceeds from the term loan portion of the Senior Credit Facility. The unamortized debt issuance costs on these inventory loans were recorded as a loss on extinguishment of debt.

In addition, on May 9, 2014, the Company terminated its previous revolving credit facility in conjunction with its entry into the Senior Credit Facility and recorded the unamortized debt issuance costs as a loss on extinguishment of debt.    

On June 9, 2014, the Company redeemed all outstanding principal amount under the Senior Secured Notes using a portion of the proceeds from the term loan portion of the Senior Credit Facility. As a result, $30.2 million of redemption premium, $9.4 million of unamortized debt issuance cost and $6.1 million unamortized debt discount were recorded as a loss on extinguishment of debt.

On July 24, 2013, the Company repaid all outstanding indebtedness under two acquisitions loans previously entered into in connection with certain acquisitions using the proceeds from the IPO. The unamortized debt issuance cost on these acquisition loans and the additional exit fees paid were recorded as loss on extinguishment of debt.

In addition, on August 23, 2013, the Company completed the Tender Offer and a pro rata portion of the unamortized debt issuance cost associated with the Senior Secured Notes and the call premium paid upon the completion of the Tender Offer were recorded as loss on extinguishment of debt.

F-52

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

On October 21, 2013, the Company redeemed all notes issued under a previous securitization transaction completed in 2009 using proceeds from borrowings under the Conduit Facility. The unamortized debt issuance costs and debt discount were recorded as a loss on extinguishment of debt.

Loss on extinguishment of debt consisted of the following as of December 31 of each of the following years (in thousands):

	Year Ended December 31,
	2015		2014		2013
Senior Secured Notes	$	—	$	45,767	$	8,443
Previous revolving credit facility	—		932		—
Three inventory loans previously entered into in connection with certain acquisitions	—		108		—
Two acquisition loans previously entered into in connection with certain acquisitions	—		—		4,940
Redemption of notes issued under a previous securitization transaction completed in 2009	—		—		2,201
Miscellaneous notes payable	—		—		20
Total loss on extinguishment of debt	$	—	$	46,807	$	15,604

Note 28 — Impairments and Other Write-offs

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value amount of the asset may not be fully recoverable.

Impairment and other write-offs consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014		2013
Write down of a parcel of real estate acquired in connection with a previous business combination to its fair value based on a market appraisal	$	—	$	—	$	1,200
Write off of abandoned inventory projects	—		181		—
Write off of sales materials due to obsolescence	—		10		307
Write down of two European resorts held for sale to their fair value based on accepted offers	—		—		80
Write off of abandoned information technology projects previously capitalized	12		19		—
Write off of slow moving consumables inventory	—		30		—
Total impairments and other write-offs	$	12	$	240	$	1,587

Note 29 — Quarterly Results (Unaudited)

The following tables present the Company's unaudited quarterly results ($ in thousands except share data). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

F-53

DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

	Three Months Ended								Year Ended
	March 31, 2015		June 30, 2015		September 30, 2015		December 31, 2015		December 31, 2015
Revenues	$	197,520	$	231,502	$	251,389	$	273,629	$	954,040
Income before provision for income taxes	$	45,500	$	64,329	$	62,307	$	79,512	$	251,648
Net income	$	25,975	$	36,870	$	36,897	$	49,736	$	149,478
Net income per share—basic	$	0.35	$	0.50	$	0.51	$	0.70	$	2.05
Net income per share—diluted	$	0.34	$	0.49	$	0.49	$	0.68	$	1.98

	Three Months Ended									Year Ended
	March 31, 2014		June 30, 2014			September 30, 2014		December 31, 2014		December 31, 2014
Revenues	$	181,225	$	209,014		$	221,965	$	232,362	$	844,566
Income (loss) before provision (benefit) for income taxes	$	26,057	$	(2,074	)	$	46,460	$	39,248	$	109,691
Net income (loss)	$	14,010	$	(2,731	)	$	26,304	$	21,874	$	59,457
Net income (loss) per share—basic	$	0.19	$	(0.04	)	$	0.35	$	0.29	$	0.79
Net income (loss) per share—diluted	$	0.18	$	(0.04	)	$	0.34	$	0.28	$	0.77

Note: The sum of the net income (loss) per share for the four quarters differs from annual net income (loss) per share due to the required method of computing the weighted average shares in interim periods.

Note 30 — Subsequent Events

On January 29, 2016, the Company completed its acquisition of the vacation ownership business of Intrawest Resort Club Group from Intrawest Resorts Holdings, Inc., through which the Company acquired management contracts, Vacation Interests notes and other receivables, real property interests, unsold VOIs and other assets in exchange for $85.0 million in cash plus the assumption of certain non-interest-bearing liabilities (the "Intrawest Acquisition"). The Intrawest Acquisition added nine managed resorts located in the United States, Canada and Mexico to the Company's resort network.

Due to the fact that the initial accounting for the Intrawest Acquisition is incomplete, the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed are not yet available.

F-54

EX-10.5

EXECUTION COPY

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 Agent

SEVENTH AMENDED AND RESTATED

INDENTURE

Dated as of January 20, 2016

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	3
Section 1.1.	General Definitions	3
Section 1.2.	Compliance Certificates and Opinions	3
Section 1.3.	Form of Documents Delivered to Indenture Trustee	4
Section 1.4.	Acts of Noteholders, etc.	5
Section 1.5.	Notices; Waiver	6
Section 1.6.	Effect of Headings and Table of Contents	6
Section 1.7.	Successors and Assigns	7
Section 1.8.	GOVERNING LAW	7
Section 1.9.	Legal Holidays	7
Section 1.10.	Execution in Counterparts	7
Section 1.11.	Inspection	7
Section 1.12.	Survival of Representations and Warranties	8
ARTICLE II.	THE NOTES	8
Section 2.1.	General Provisions	8
Section 2.2.	[Reserved]	9
Section 2.3.	Definitive Notes.The Notes shall only be issued in definitive form.	9
Section 2.4.	Registration, Transfer and Exchange of Notes	9
Section 2.5.	Mutilated, Destroyed, Lost and Stolen Notes	11
Section 2.6.	Payment of Interest and Principal; Rights Preserved	12
Section 2.7.	Persons Deemed Owners	12
Section 2.8.	Cancellation	12
Section 2.9.	Noteholder Lists	13
Section 2.10.	Confidentiality	13
Section 2.11.	Optional Prepayment	13
ARTICLE III.	ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS	14
Section 3.1.	Trust Accounts; Hedge Collateral Account; Investments by Indenture Trustee	14
Section 3.2.	Establishment and Administration of the Accounts	17
Section 3.3.	Hedge Agreement	19
Section 3.4.	Distributions	23
Section 3.5.	Reports to Noteholders	25
Section 3.6.	Tax Matters	26
ARTICLE IV.	THE TRUST ESTATE	26

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Section 4.1.	Conveyance of Trust Estate/Acceptance by Indenture Trustee	26
Section 4.2.	Acquisition of Timeshare Loans	27
Section 4.3.	Additional Timeshare Loans	27
Section 4.4.	Tax Treatment	28
Section 4.5.	Further Action Evidencing Assignments	28
Section 4.6.	Repurchase and Substitution of Timeshare Loans	29
Section 4.7.	Release of Lien	30
Section 4.8.	Appointment of Custodian	32
Section 4.9.	Sale of Timeshare Loans	32
ARTICLE V.	SERVICING OF TIMESHARE LOANS	32
Section 5.1.	Appointment of Servicer; Servicing Standard	32
Section 5.2.	Payments on the Timeshare Loans	32
Section 5.3.	Duties and Responsibilities of the Servicer	34
Section 5.4.	Servicer Events of Default	38
Section 5.5.	Accountings; Statements and Reports	38
Section 5.6.	Records	40
Section 5.7.	Fidelity Bond; Errors and Omissions Insurance	40
Section 5.8.	Merger or Consolidation of the Servicer	41
Section 5.9.	Sub-Servicing	41
Section 5.10.	Servicer Resignation	42
Section 5.11.	Fees and Expenses	42
Section 5.12.	Access to Certain Documentation	42
Section 5.13.	No Offset	43
Section 5.14.	Cooperation	43
Section 5.15.	Indemnification, Third Party Claim	43
Section 5.16.	Back-Up Servicer and Successor Servicer	44
Section 5.17.	Limitation of Liability	46
Section 5.18.	Recordation	47
Section 5.19.	St. Maarten Notice	47
ARTICLE VI.	EVENTS OF DEFAULT; REMEDIES	47
Section 6.1.	[Reserved]	47
Section 6.2.	Acceleration of Maturity; Rescission and Annulment	47
Section 6.3.	Remedies	48
Section 6.4.	Indenture Trustee May File Proofs of Claim	49
Section 6.5.	Indenture Trustee May Enforce Claims Without Possession of Notes	50
Section 6.6.	Allocation of Money Collected	50
Section 6.7.	Limitation on Suits	52
Section 6.8.	Unconditional Right of Noteholders to Receive Principal and Interest	52

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Section 6.9.	Restoration of Rights and Remedies	52
Section 6.10.	Rights and Remedies Cumulative	53
Section 6.11.	Delay or Omission Not Waiver	53
Section 6.12.	Control by Administrative Agent	53
Section 6.13.	Waiver of Events of Default	53
Section 6.14.	Undertaking for Costs	54
Section 6.15.	Waiver of Stay or Extension Laws	54
Section 6.16.	Sale of Trust Estate	54
Section 6.17.	Action on Notes	55
Section 6.18.	Performance and Enforcement of Certain Obligations	56
ARTICLE VII.	THE INDENTURE TRUSTEE	56
Section 7.1.	Certain Duties	56
Section 7.2.	Notice of Events of Default and Amortization Events	57
Section 7.3.	Certain Matters Affecting the Indenture Trustee	58
Section 7.4.	Indenture Trustee Not Liable for Notes or Timeshare Loans	59
Section 7.5.	Indenture Trustee May Own Notes	59
Section 7.6.	Indenture Trustee’s Fees and Expenses	59
Section 7.7.	Eligibility Requirements for Indenture Trustee	59
Section 7.8.	Resignation or Removal of Indenture Trustee	60
Section 7.9.	Successor Indenture Trustee	60
Section 7.10.	Merger or Consolidation of Indenture Trustee	62
Section 7.11.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	62
Section 7.12.	Note Registrar Rights	63
Section 7.13.	Authorization	63
ARTICLE VIII.	COVENANTS	64
Section 8.1.	Payment of Principal and Interest	64
Section 8.2.	Maintenance of Office or Agency; Chief Executive Office	64
Section 8.3.	Money for Payments to Noteholders to be Held in Trust	64
Section 8.4.	Existence; Merger; Consolidation, etc.
Section 8.5.	Protection of Trust Estate; Further Assurances	65
Section 8.6.	Additional Covenants	66
Section 8.7.	Taxes	67
Section 8.8.	Treatment of Notes as Debt for Tax Purposes	67
Section 8.9.	[Reserved]	67
Section 8.10.	Further Instruments and Acts	67
ARTICLE IX.	SUPPLEMENTAL INDENTURES	67
Section 9.1.	[Reserved]	67
Section 9.2.	Supplemental Indentures	67
Section 9.3.	Execution of Supplemental Indentures	68

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Section 9.4.	Effect of Supplemental Indentures	68
Section 9.5.	Reference in Notes to Supplemental Indentures	68
ARTICLE X.	BORROWINGS	68
Section 10.1.	Optional Borrowings	68
ARTICLE XI.	SATISFACTION AND DISCHARGE	69
Section 11.1.	Satisfaction and Discharge of Indenture	69
Section 11.2.	Application of Trust Money	70
Section 11.3.	Trust Termination Date	70
ARTICLE XII.	REPRESENTATIONS AND WARRANTIES	71
Section 12.1.	Representations and Warranties of the Issuer	71
Section 12.2.	Representations and Warranties of the Initial Servicer	74
Section 12.3.	Representations and Warranties of the Indenture Trustee and Back-Up Servicer	76
Section 12.4.	Multiple Roles	78
ARTICLE XIII.	MISCELLANEOUS	78
Section 13.1.	Statements Required in Certificate or Opinion	78
Section 13.2.	Notices	79
Section 13.3.	No Proceedings	81
Section 13.4.	Limitation of Liability	81
Section 13.5.	Entire Agreement.	81
Section 13.6.	Severability of Provisions	81
Section 13.7.	Indulgences; No Waivers	81
Section 13.8.	Benefit of Indenture	81
Section 13.9.	JURISDICTION; WAIVER OF TRIAL BY JURY.	82
ARTICLE XIV.	NON-PETITION AND NON-RECOURSE	82
Section 14.1.	Limited Recourse Against Conduit	82
Section 14.2.	No Bankruptcy Petition Against Conduit	82
EXHIBIT A-1	Form of Class A Note
EXHIBIT A-2	Form of Class B Note
EXHIBIT B	Form of Investor Representation Letter
EXHIBIT C	Collection Policy
EXHIBIT D	Form of Monthly Servicer Report
EXHIBIT E	Form of Servicer’s Officer’s Certificate
EXHIBIT F	Form of Record Layout for Data Conversion
EXHIBIT G	Form of St. Maarten Notice
EXHIBIT H	Form of Additional Timeshare Loan Supplement
EXHIBIT I	Form of Funding Date Officer’s Certificate
ANNEX A	Seventh Amended and Restated Standard Definitions

iv

SEVENTH AMENDED AND RESTATED INDENTURE

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 Indenture”), among the parties thereto, which amended and restated 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, 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, which amended and restated in its entirety that certain amended and restated indenture, dated as of March 27, 2009 (the “Amended and Restated Indenture”), among the parties thereto, which amended and restated in its entirety that certain indenture, dated as of November 3, 2008 (the “Original Indenture”), among the parties thereto.

RECITALS OF THE ISSUER

WHEREAS, the parties hereto desire to amend and restate in its entirety the Fifth A/R Indenture as provided herein, and all actions required to do so under the Fifth A/R Indenture have been taken;

WHEREAS, the Issuer had duly authorized the execution and delivery of the Original Indenture to provide for the issuance of a single class of variable funding notes designated the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes (the “OriginalNotes”);

WHEREAS, the Issuer had duly authorized the execution and delivery of the Amended and Restated Indenture to provide for the issuance of a single class of variable funding notes designated the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes (the “A/R Notes”) and the exchange of the Original Notes for the A/R Notes;

WHEREAS, the Issuer had duly authorized the execution and delivery of the Second A/R Indenture to provide for the issuance of a single class of variable funding notes designated the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes (the “Second A/R Notes”) and the exchange of the A/R Notes for the Second A/R Notes;

WHEREAS, the Issuer had duly authorized the execution and delivery of the Third A/R Indenture to provide for the issuance of a single class of variable funding notes designated the

1

Diamond Resorts Issuer 2008 LLC, Variable Funding Notes (the “Third A/R Notes”) and the exchange of the Second A/R Notes for the Third A/R Notes;

WHEREAS, the Issuer had duly authorized the execution and delivery of the Fourth A/R Indenture to provide for the issuance of a single class of variable funding notes designated the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes (the “Fourth A/R Notes”) and the exchange of the Third A/R Notes for the Fourth A/R Notes;

WHEREAS, the Issuer had duly authorized the execution and delivery of the Fifth A/R Indenture to provide for the issuance of a single class of variable funding notes designated the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes (the “Fifth A/R Notes”) and the exchange of the Fourth A/R Notes for the Fifth A/R Notes;

WHEREAS, the Issuer had duly authorized the execution and delivery of the Sixth A/R Indenture to provide for the issuance of a single class of variable funding notes designated the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes (the “Sixth A/R Notes”) and the exchange of the Fifth A/R Notes for the Sixth A/R Notes;

WHEREAS, the Issuer has duly authorized (a) the execution and delivery of this Indenture to provide for the issuance of two classes of variable funding notes designated as the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes Class A (the “Class A Notes”) and the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”) and (b) the exchange of the Sixth A/R Notes for the Notes;

WHEREAS, the Notes will evidence Borrowings made from time to time prior to the Facility Termination Date by the Issuer in accordance with the terms described herein and in the Note Funding Agreement;

WHEREAS, the Servicer has agreed to service and administer the Timeshare Loans securing the Notes and the Back-Up Servicer has agreed to, among other things, service and administer the Timeshare Loans if the Servicer shall no longer be the Servicer hereunder;

WHEREAS, the Administrative Agent, as nominee of the Purchasers shall be entitled to exercise certain rights and remedies under this Indenture; and

WHEREAS, all things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder, the valid recourse obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the benefit of the Secured Parties, as follows:

GRANTING CLAUSE

2

To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all of the sums payable under this Indenture and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s right, title and interest in and to the following whether now owned or hereafter acquired and any and all benefits accruing to the Issuer from, (i) the Timeshare Loans, (ii) the Qualified Substitute Timeshare Loans and Additional Timeshare Loans, if any, (iii) the Receivables in respect of each Timeshare Loan due on and after the applicable Cut-Off Date, (iv) the related Timeshare Loan Documents, (v) all Related Security in respect of each Timeshare Loan, (vi) all rights and remedies under the Transfer Agreements, the Sale Agreement, the Purchase Agreement, the Hedge Agreements and the Custodial Agreement, (vii) all rights and remedies under the Undertaking Agreement, (viii) all amounts in or to be deposited into each Trust Account, (ix) any Retained Assets and (x) proceeds of the foregoing (including, without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing, including, without limitation, any Retained Asset Proceeds) (collectively, the “Trust Estate”). Notwithstanding the foregoing, the Trust Estate shall not include any (i) Miscellaneous Payments and Processing Charges made by an Obligor, (ii) Timeshare Loan released from the lien of this Indenture in accordance with the terms hereof and any Related Security, Timeshare Loan Files, income or proceeds related to such released Timeshare Loan and (iii) all amounts in or to be deposited into the Hedge Collateral Account.

Such Grant is made in trust to secure (i) the payment of all amounts due on the Notes in accordance with their terms, equally and ratably except as otherwise may be provided in this Indenture, without prejudice, priority, or distinction between any Note by reason of differences in time of issuance or otherwise, and (ii) the payment of all other sums payable under the Notes and this Indenture.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein required to the best of its ability and to the end that the interests of the Secured Parties may be adequately and effectively protected as hereinafter provided.

ARTICLE I.DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.General Definitions.

In addition to the terms defined elsewhere in this Indenture, capitalized terms shall have the meanings given them in the Seventh Amended and Restated Standard Definitions attached hereto as Annex A.

SECTION 1.2.Compliance Certificates and Opinions.

Upon any written application or request (or oral application with prompt written or electronic confirmation) by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, other than any request that (a) the Indenture Trustee authenticate the Notes specified in

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such request, (b) the Indenture Trustee invest moneys in any of the Trust Accounts pursuant to the written directions specified in such request, or (c) the Indenture Trustee pay moneys due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Indenture Trustee may require the Issuer to furnish to the Indenture Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and that the request otherwise is in accordance with the terms of this Indenture, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such requested action as to which other evidence of satisfaction of the conditions precedent thereto is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

SECTION 1.3.Form of Documents Delivered to Indenture Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Issuer delivered to the Indenture Trustee may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such officer’s certificate or opinion and any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer as to such factual matters unless such officer or counsel knows that the certificate or opinion or representations with respect to such matters is erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Section 7.1(b) hereof.

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Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default, Event of Default, Servicer Event of Default or Amortization Event is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Issuer, then, notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such event. For all purposes of this Indenture, the Indenture Trustee shall not be deemed to have knowledge of any Default, Event of Default, Servicer Event of Default or Amortization Event nor shall the Indenture Trustee have any duty to monitor or investigate to determine whether a Default, Event of Default (other than an Event of Default of the kind described in Section 6.1(a) hereof), Servicer Event of Default or Amortization Event has occurred unless a Responsible Officer of the Indenture Trustee shall have actual knowledge thereof or shall have been notified in writing thereof by the Issuer, the Servicer or any Secured Party.

SECTION 1.4.Acts of Noteholders, etc.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing, including, but not limited to, trust agents and administrative agents; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.4.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

(c)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder of any Note shall bind every future holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(d)By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Indenture Trustee hereunder as the special attorney-in-fact for such

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Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder for the benefit of such Noteholder; provided that nothing contained in this Section 1.4(d) hereof shall be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture.

SECTION 1.5.Notices; Waiver.

(a)Where this Indenture provides for notice to Noteholders or the Administrative Agent of any event, or the mailing of any report to Noteholders or the Administrative Agent, such notice or report shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, certified mail return receipt requested, or sent by private courier or confirmed electronically to each Noteholder and the Administrative Agent affected by such event or to whom such report is required to be mailed, at its address as it appears in the Note Register or in Section 13.2 hereof, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report. In any case where a notice or report to Noteholders or the Administrative Agent is mailed, neither the failure to mail such notice or report, nor any defect in any notice or report so mailed, to any particular Noteholder or the Administrative Agent shall affect the sufficiency of such notice or report with respect to other Noteholders or the Administrative Agent. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders or the Administrative Agent shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(b)In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to mail or send notice to Noteholders or the Administrative Agent, in accordance with Section 1.5(a) hereof, of any event or any report to Noteholders or the Administrative Agent when such notice or report is required to be delivered pursuant to any provision of this Indenture, then such notification or delivery as shall be made with the approval of the Indenture Trustee shall constitute a sufficient notification for every purpose hereunder.

(c)To the extent that any Purchaser which the Administrative Agent has confirmed holds at least a 15% interest in the Notes shall give written direction to any of the parties hereto that it wishes to directly receive copies of any notices and other communications that the Noteholders or the Administrative Agent is entitled to receive hereunder, the parties hereto agree to comply with such direction.

SECTION 1.6.Effect of Headings and Table of Contents.

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.7.Successors and Assigns.

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All covenants and agreements in this Indenture by each of the parties hereto shall bind its respective successors and permitted assigns, whether so expressed or not.

SECTION 1.8.GOVERNING LAW.

THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. UNLESS MADE APPLICABLE IN A SUPPLEMENT HERETO, THIS INDENTURE IS NOT SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL NOT BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.

SECTION 1.9.Legal Holidays.

In any case where any Payment Date or the Stated Maturity or the Rated Final Maturity Date or any other date on which principal of or interest on any Note is proposed to be paid shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) such payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Payment Date, Stated Maturity, Rated Final Maturity Date or other date on which principal of or interest on any Note is proposed to be paid, provided that no penalty interest shall accrue for the period from and after such Payment Date, Stated Maturity, Rated Final Maturity Date or any other date on which principal of or interest on any Note is proposed to be paid, as the case may be, until such next succeeding Business Day.

SECTION 1.10.Execution in Counterparts.

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Indenture by facsimile or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof and deemed an original.

SECTION 1.11.Inspection.

The Issuer agrees that, on reasonable prior notice (or, upon the occurrence of a Default, Event of Default, Amortization Event, without prior notice), it will permit the representatives of the Indenture Trustee, the Administrative Agent, any Noteholder or any Purchaser holding Notes or interests in the Notes evidencing at least 15% of the Aggregate Outstanding Note Balance, during the Issuer’s normal business hours, to examine all of the books of account, records, reports and other papers of the Issuer to make copies thereof and extracts therefrom, and to discuss its affairs, finances and accounts with its designated officers, employees and independent accountants in the presence of such designated officers and employees (and by this provision the Issuer hereby authorizes its accountants to discuss with such representatives such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested for the purpose of reviewing

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or evaluating the financial condition or affairs of the Issuer or the performance of and compliance with the covenants and undertakings of the Issuer and the Servicer in this Indenture or any of the other documents referred to herein or therein. Any expense incident to the exercise by the Indenture Trustee, the Administrative Agent, a Noteholder or a Purchaser during the continuance of any Default, Event of Default or Amortization Event, of any right under this Section 1.11 shall be borne by the Issuer. Nothing contained herein shall be construed as a duty of the Indenture Trustee to perform such inspection.

SECTION 1.12.Survival of Representations and Warranties.

The representations, warranties and certifications of the Issuer made in this Indenture or in any certificate or other writing delivered by the Issuer pursuant hereto shall survive the authentication and delivery of the Notes hereunder.

ARTICLE II.THE NOTES

SECTION 2.1.General Provisions.

(a)Form of Notes. The Notes shall be designated as the “Diamond Resorts Issuer 2008 LLC, Variable Funding Notes”. The Notes shall be issued in two classes, the Class A Notes and the Class B Notes. The Class A Notes and the Class B Notes, together with their certificates of authentication, shall be in substantially the form set forth in Exhibit A-1 and Exhibit A-2 hereto, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or are permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may consistently herewith, be determined by the officer executing such Notes, as evidenced by such officer’s execution of such Notes.

(b)Maximum Facility Balance and Denominations. The Outstanding Note Balance of the Class A Notes shall not exceed the Maximum Class A Facility Balance and the Outstanding Note Balance of the Class B Notes shall not exceed the Maximum Class B Facility Balance. Notwithstanding the outstanding principal amount of a Class A Note or a Class B Note held by any single Purchaser Group or any single Non-Conduit Committed Purchaser, no Purchaser shall be obligated to make any advances in excess of the then-effective Class A Commitment or Class B Commitment, as applicable for such Purchaser Group or Non-Conduit Committed Purchaser. The Class A Notes and the Class B Notes shall be issuable only as registered Notes, without interest coupons, in the denominations of at least $1,000,000 and in integral multiples of $1,000; provided, however, that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 hereof of any Note with a remaining Outstanding Note Balance of less than $1,000,000; provided, further, that the foregoing shall not restrict or prevent the issuance of the Notes on the Amendment Closing Date.

(c)Execution, Authentication, Delivery and Dating. The Sixth A/R Notes are hereby exchanged for the Notes. For the avoidance of doubt, the indebtedness evidenced by the Sixth A/R Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes.

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The Notes shall be manually executed by an Authorized Officer of the Issuer. Any Note bearing the signature of an individual who was at the time of execution thereof an Authorized Officer of the Issuer shall bind the Issuer, notwithstanding that such individual ceases to hold such office prior to the authentication and delivery of such Note or did not hold such office at the date of such Note. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibit A-1 or Exhibit A-2 hereto, as applicable, executed by the Indenture Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

SECTION 2.2.[Reserved].

SECTION 2.3.Definitive Notes. The Notes shall only be issued in definitive form.

SECTION 2.4.Registration, Transfer and Exchange of Notes.

(a)Note Register. At all times during the term of this Indenture, there shall be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of Noteholders.

(b)Surrender. Upon surrender for registration of transfer of any Note, subject to the applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the designated transferee or transferees, one or more new Notes in denominations of a like aggregate denomination as the Note being surrendered. Each Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange of Notes shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

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(c)Securities Laws Restrictions. The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. No resale or transfer of any Note by a Noteholder or the registered holder of a Note may be made unless such resale or transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because the transfer satisfies one of the following: (i) such resale or transfer is in compliance with Rule 144A under the Securities Act, to a person who the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer is being made in reliance upon Rule 144A under the Securities Act and, in the case of the registered holder of a Note, as certified by registered holder (other than the Administrative Agent and its initial transferees) in a letter in the form of Exhibit B hereto or (ii) pursuant to an exemption from registration under the Securities Act. Each Person that purchases or otherwise acquires any beneficial interest in a Note shall be deemed, by its purchase or other acquisition thereof, to have represented, warranted and agreed as provided in the legends of such Note and shall be deemed to have made the representations, warranties and covenants set forth with respect to a transferee in the letter attached as Exhibit B hereto. Any purported transfer of a Note not in accordance with this Section 2.4 shall be null and void and shall not be given effect for any purpose hereunder. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note without registration.

(d)ERISA Considerations. No resale or other transfer of any Note or any interest therein may be made to any purchaser or transferee unless (i) such purchaser or transferee is not, and will not acquire such Note or any interest therein on behalf of or with the assets of, any Benefit Plan or (ii) no non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or violation of Similar Law will occur in connection with such purchaser’s or such transferee’s acquisition, holding or disposition of such Note or any interest therein. In addition, neither the Notes nor any interest therein may be purchased by or transferred to any Benefit Plan, or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by a Diamond Resorts Entity, the Indenture Trustee or the Administrative Agent, or by any Affiliate of any such Person.

(e)Transfer Fees, Charges and Taxes. No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange referred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

(f)No Obligation to Register. None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of such Notes without registration or qualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

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(g)Rule 144A Information. The Servicer agrees to cause the Issuer and the Issuer agrees to provide such information as required under Rule 144A(d)(4) under the Securities Act so as to allow resales of Notes to Qualified Institutional Buyers in accordance herewith.

(h)Sole Obligation.The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originator, the Servicer, the Depositor, the Back-Up Servicer, the Indenture Trustee, the Administrative Agent or the Custodian.

(i)Note Funding Agreement. Notwithstanding anything in this Section 2.4 or elsewhere in this Indenture or the Notes, the transfer restrictions described herein shall apply only to the Noteholders and shall not apply to the Purchasers whose rights to transfer interests in the Notes are governed solely by Section 8 of the Note Funding Agreement.

SECTION 2.5.Mutilated, Destroyed, Lost and Stolen Notes.

(a)If any mutilated Note is surrendered to the Indenture Trustee, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a replacement Note of the same tenor and Class and principal amount and bearing a number not contemporaneously outstanding.

(b)If there shall be delivered to the Issuer and the Indenture Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless then, in the absence of actual notice to the Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a replacement Note of the same tenor and Class and principal amount and bearing a number not contemporaneously outstanding.

(c)In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or will at the next Payment Date become due and payable, the Issuer in its discretion may, instead of issuing a replacement Note, pay such Note.

(d)Upon the issuance of any replacement Note under this Section 2.5, the Issuer or the Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed as a result of the issuance of such replacement Note.

(e)Every replacement Note issued pursuant to this Section 2.5 in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same tenor and Class duly issued hereunder.

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(f)The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6.Payment of Interest and Principal; Rights Preserved.

(a)Any installment of interest or principal, payable on any Note that is punctually paid or duly provided for by or on behalf of the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note was registered at the close of business on the Record Date for such Payment Date by check mailed to the address specified in the Note Register (or, if the Noteholder is the Administrative Agent, at such addresses as the Administrative Agent shall specify in writing), or if a Noteholder has provided wire transfer instructions to the Indenture Trustee at least five Business Days prior to the applicable Payment Date, upon the request of a Noteholder, by wire transfer of federal funds to the accounts and numbers specified in the Note Register (or, if the Noteholder is the Administrative Agent, at such accounts and numbers as the Administrative Agent shall specify in writing), in each case on such Record Date for such Person.

(b)All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date or prepayment date as set forth in a Prepayment Notice shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. All payments on the Notes shall be paid without any requirement of presentment, except that each Holder of any Note shall be deemed to agree, by its acceptance of the same, to surrender such Note at the Corporate Trust Office prior to receipt of payment of the final installment of principal of such Note.

(c)All outstanding principal of each Note (unless sooner paid) will be due and payable on the Rated Final Maturity Date.

SECTION 2.7.Persons Deemed Owners.

Prior to due presentment of a Note for registration of transfer, the Issuer, the Indenture Trustee, and any agent of the Issuer or the Indenture Trustee may treat the registered Noteholder as the owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee, nor any Administrative Agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.8.Cancellation.

All Notes surrendered for registration of transfer or exchange or following final payment shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for

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any Notes canceled as provided in this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes held by the Indenture Trustee may be disposed of in the normal course of its business or as directed by an Issuer Order.

SECTION 2.9.Noteholder Lists.

The Indenture Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders. In the event the Indenture Trustee no longer serves as the Note Registrar, the Issuer shall furnish to the Indenture Trustee at least five Business Days before each Payment Date (and in all events in intervals of not more than six months) and at such other times as the Indenture Trustee may request in writing a list in such form and as of such date as the Indenture Trustee may reasonably require of the names and addresses of Noteholders.

SECTION 2.10.Confidentiality.

The Administrative Agent may, in all cases, distribute information obtained pursuant to, or otherwise in connection with, this Indenture or the other Transaction Documents to the Purchasers. The parties hereto agree that the Administrative Agent (or Purchasers) may disclose such information (i) to its officers, directors, members, employees, Administrative Agents, counsel, accountants, auditors, advisors or representatives who have an obligation to maintain the confidentiality of such information, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through a Noteholder, Administrative Agent or such Purchaser, (iii) to the extent such information was available to a Noteholder, Administrative Agent or such Purchaser on a non-confidential basis prior to its disclosure to a Noteholder, Administrative Agent or such Purchaser in connection with this transaction, (iv) with the consent of the Servicer, (v) to the extent a Noteholder, Administrative Agent or such Purchaser should be (A) required in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of this clause (v), a Noteholder, the Administrative Agent or such Purchaser, as the case may be, will (unless otherwise prohibited by law or in connection with regular regulatory reviews) notify the Issuer and the Servicer of its intention to make any such disclosure as early as practicable prior to making such disclosure and cooperate with the Servicer in connection with any action to obtain a protective order with respect to such disclosure; or (vi) in the case of a Conduit, to any rating agency rating or proposing to rate any commercial paper issued by such Conduit or a related Support Party.

SECTION 2.11.Optional Prepayment.

(a)The Issuer may prepay the Notes on any day, in whole or in part, on five Business Days’ prior written notice to the Administrative Agent, the Purchasers, the Indenture Trustee and each Qualified Hedge Counterparty (or such lesser notice period as shall be acceptable to the Administrative Agent, the Purchasers and the Indenture Trustee) (such notice, a “Prepayment Notice”) in accordance with Section 2.2 of the Note Funding Agreement, provided that the Issuer pays, subject to Section 3.2(b) hereof, on the date of prepayment, the amounts set forth in the Note Funding Agreement.

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(b)The applicable Prepayment Notice shall state (i) the principal amount of Notes to be paid and (ii) the Aggregate Loan Balance, as of the close of business on the day immediately preceding the date on which such Prepayment Notice is delivered, of the Borrowing Base Loans to be released under Section 4.7 hereof at the time of the prepayment of the Notes, with the Aggregate Loan Balance in an amount such that, after giving effect to such release and prepayment, the Aggregate Outstanding Note Balance shall not exceed the Borrowing Base. Reference is made to Section 4.7 hereof for the conditions to and procedure for the release of the Timeshare Loans and the Related Security in connection with any such prepayment.

(c)Upon prepayment of the Notes in accordance with subsection (a) above, the Issuer shall modify any Hedge Agreements accordingly.

ARTICLE III.ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS

SECTION 3.1.Trust Accounts; Hedge Collateral Account; Investments by Indenture Trustee.

(a)The Indenture Trustee has established and shall maintain at the Corporate Trust Office in the name of the Indenture Trustee for the benefit of the Noteholders as provided in this Indenture, the Trust Accounts, which accounts shall be Eligible Bank Accounts maintained at the Corporate Trust Office. The Hedge Collateral Account Bank has established and shall maintain at the Corporate Trust Office in the name of the Issuer, the Hedge Collateral Account, which account shall be an Eligible Bank Account maintained at the Corporate Trust Office. From time to time, the Indenture Trustee shall establish, to the extent required under this Indenture, accounts in the name of the Indenture Trustee for the benefit of the Secured Parties, which accounts shall be Eligible Bank Accounts.

Subject to the further provisions of this Article III, the Indenture Trustee shall, upon receipt or upon transfer from another account, as the case may be, deposit into such Trust Accounts all amounts received by it which are required to be deposited therein in accordance with the provisions of this Indenture and the Hedge Collateral Account Bank shall, upon receipt or upon transfer from another account, as the case may be, deposit into the Hedge Collateral Account all amounts received by it which are required to be deposited therein in accordance with the provisions of this Indenture. With respect to the Trust Accounts, all such amounts and all investments made with such amounts, including all income and other gain from such investments, shall be held by the Indenture Trustee in such accounts as part of the Trust Estate, as herein provided subject to withdrawal by the Indenture Trustee in accordance with, and for the purposes specified in the provisions of, this Indenture. With respect to the Hedge Collateral Account, all such amounts shall be held by the Hedge Collateral Account Bank in such account as herein provided subject to withdrawal by the Hedge Collateral Account Bank in accordance with, and for the purposes specified in the provisions of, this Indenture.

(b)The Indenture Trustee shall assume that any amount remitted to it in respect of the Trust Estate is to be deposited into the Collection Account pursuant to Section 3.2(a) hereof.

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(c)None of the parties hereto shall have any right of set-off with respect to any Trust Account, or any investment therein.

(d)So long as no Event of Default shall have occurred and be continuing, all or a portion of the amounts in any Trust Account shall be invested and reinvested by the Indenture Trustee pursuant to an Issuer Order in one or more Eligible Investments. Subject to the restrictions on the maturity of investments set forth in Section 3.1(f) hereof, each such Issuer Order may authorize the Indenture Trustee to make the specific Eligible Investments set forth therein, to make Eligible Investments from time to time consistent with the general instructions set forth therein, or to make specific Eligible Investments pursuant to instructions received in writing or by electronic or facsimile transmission from the employees or agents of the Issuer, as the case may be, identified therein, in each case in such amounts as such Issuer Order shall specify.

(e)In the event that either (i) the Issuer shall have failed to give investment directions to the Indenture Trustee by 9:30 A.M., New York City time on any Business Day on which there may be uninvested cash or (ii) an Event of Default shall be continuing, the Indenture Trustee shall promptly invest and reinvest the funds then in the designated Trust Account to the fullest extent practicable in Wells Fargo Advantage Funds Heritage Money Market Fund (or successor money market funds thereto). All investments made by the Indenture Trustee shall mature no later than the maturity date therefor permitted by Section 3.1(f) hereof.

(f)No investment of any amount held in any Trust Account shall mature later than the Business Day immediately preceding the Payment Date which is scheduled to occur immediately following the date of investment. All income or other gains (net of losses) from the investment of moneys deposited in any Trust Account shall be deposited by the Indenture Trustee in such account immediately upon receipt.

(g)Any investment of any funds in any Trust Account and any sale of any investment held in such accounts, shall be made under the following terms and conditions:

(i)each such investment shall be made in the name of the Indenture Trustee, in each case in such manner as shall be necessary to maintain the identity of such investments as assets of the Trust Estate;

(ii)any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee and the Indenture Trustee shall have sole possession of such instrument, and all income on such investment;

(iii)the proceeds of any sale of an investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit into the account in which such investment was held; provided that no such sale may occur on any day other than the Business Day immediately preceding a Payment Date (for the avoidance of doubt, any full or partial liquidation of an investment in any money market fund is not subject to the foregoing restriction); and

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(iv)during the continuance of a Default, Event of Default, Amortization Event or Servicer Event of Default, neither the Issuer nor any of its Affiliates may exercise any voting rights with respect to an investment.

(h)If any amounts are needed for disbursement from any Trust Account and sufficient uninvested funds are not collected and available therein to make such disbursement, in the absence of an Issuer Order for the liquidation of investments held therein in an amount sufficient to provide the required funds, the Indenture Trustee shall select and cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account.

(i)The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Trust Account resulting from losses on investments made in accordance with the provisions of this Section 3.1 including, but not limited to, losses resulting from the sale or depreciation in the market value of such investments (but the institution serving as Indenture Trustee shall at all times remain liable for its own obligations, if any, constituting part of such investments). The Indenture Trustee shall not be liable for any investment made by it in accordance with this Section 3.1 on the grounds that it could have made a more favorable investment or a more favorable selection for sale of an investment.

(j)Each party hereto agrees that each of the Trust Accounts constitutes a “securities account” within the meaning of Article 8 of the UCC and in such capacity Wells Fargo Bank, National Association shall be acting as a “securities intermediary” within the meaning of 8-102 of the UCC and that, regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the “securities intermediary’s jurisdiction” under Section 8-110 of the UCC. The Indenture Trustee shall be the “entitlement holder” within the meaning of Section 8-102(a)(7) of the UCC with respect to the Trust Accounts. In furtherance of the foregoing, Wells Fargo Bank, National Association, acting as a “securities intermediary,” shall comply with “entitlement orders” within the meaning of Section 8-102(a)(8) of the UCC originated by the Indenture Trustee with respect to the Trust Accounts, without further consent by the Issuer. Each item of property (whether investment property, financial asset, security, instrument or cash) credited to each Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. All securities or other property underlying any financial assets credited to each Trust Account shall be registered in the name of the Indenture Trustee or indorsed to the Indenture Trustee or in blank and in no case will any financial asset credited to any Trust Account be registered in the name of the Issuer, payable to the order of the Issuer or specially indorsed to the Issuer. The Trust Accounts shall be under the sole dominion and control (as defined in Section 8-106 of the UCC) of the Indenture Trustee and the Issuer shall have no right to close, make withdrawals from, or give disbursement directions with respect to, or receive distributions from, the Collection Account except in accordance with Section 3.4 hereof.

(k)In the event that Wells Fargo Bank, National Association, as securities intermediary, has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, it hereby agrees that such security interest shall be subordinate to the security interest created by this Indenture and that the Indenture Trustee’s rights to the funds on deposit therein shall be subject to Section 3.4 hereof. The financial

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assets credited to, and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than as created pursuant to this Indenture.

(l)If at any time a Trust Account or the Hedge Collateral Account shall cease to be an Eligible Bank Account, the Indenture Trustee or the Hedge Collateral Account Bank, as applicable, shall, within 30 days, establish a new Trust Account or Hedge Collateral Account, as applicable, that is an Eligible Bank Account. The 30-day period may be extended an additional 30 days if the Indenture Trustee or the Hedge Collateral Account Bank, as applicable, provides to S&P an action plan prior to the expiration of the entire 30-day period.

SECTION 3.2.Establishment and Administration of the Accounts.

(a)Collection Account.

(i)The Indenture Trustee has caused to be established and shall cause to be maintained an account (the “Collection Account”) for the benefit of the Secured Parties. The Collection Account shall be an Eligible Bank Account initially established at the Corporate Trust Office of the Indenture Trustee, bearing the following designation “Diamond Resorts Issuer 2008 LLC -- Collection Account, Wells Fargo Bank, National Association, as Indenture Trustee for the benefit of the Secured Parties”. The Indenture Trustee on behalf of the Secured Parties shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Secured Parties as their interests appear in the Trust Estate. If, at any time, the Collection Account ceases to be an Eligible Bank Account, the Indenture Trustee shall, in accordance with Section 3.1(l), establish a new Collection Account (which if not maintained by the Indenture Trustee is subject to an account control agreement satisfactory to the Indenture Trustee and the Administrative Agent) which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account”. The Indenture Trustee agrees to immediately deposit any amounts received by it into the Collection Account. Amounts on deposit in the Collection Account shall be invested in accordance with Section 3.1 hereof. Withdrawals and payments from the Collection Account will be made on each Payment Date as provided in Sections 3.3, 3.4 and 6.6 hereof.

(ii)Prepayment. On any date on which the Notes are prepaid as provided in Section 2.11 hereof and Timeshare Loans are released as provided in Section 4.7 hereof, the Indenture Trustee shall, if so directed by the Issuer and the Administrative Agent, accept funds for deposit into the Collection Account and deposit such funds into the Collection Account; provided, however, that any funds received for distribution on a prepayment date must be received in the Collection Account one Business Day prior to such prepayment date. Any such amount deposited into the Collection Account for a prepayment shall be used to first make the payments due in connection with such prepayment and release in accordance with the terms hereof on the prepayment date and any remaining amounts so

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deposited shall be paid by the Indenture Trustee as the Indenture Trustee is instructed in writing by the Administrative Agent and the Issuer.

(b)Reserve Account. The Indenture Trustee shall cause to be established and maintained an account (the “Reserve Account”) for the benefit of the Secured Parties. The Reserve Account shall be an Eligible Bank Account initially established at the Corporate Trust Office of the Indenture Trustee, bearing the following designation “Diamond Resorts Issuer 2008 LLC -- Reserve Account, Wells Fargo Bank, National Association, as Indenture Trustee for the benefit of the Secured Parties”. The Indenture Trustee on behalf of the Secured Parties shall possess all right, title and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Secured Parties as their interests appear in the Trust Estate. If, at any time, the Reserve Account ceases to be an Eligible Bank Account, the Indenture Trustee shall, in accordance with Section 3.1(l), establish a new Reserve Account (which if not maintained by the Indenture Trustee is subject to an account control agreement satisfactory to the Indenture Trustee and the Administrative Agent) which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Reserve Account and from the date such new Reserve Account is established, it shall be the “Reserve Account.” Amounts on deposit in the Reserve Account shall be invested in accordance with Section 3.1 hereof. Deposits to the Reserve Account shall be made in accordance with Section 3.4(a) hereof. Funding, withdrawals and payments from the Reserve Account shall be made in the following manner:

(i)Funding. On each Funding Date, the Issuer shall deposit or shall cause to be deposited into the Reserve Account an amount equal to the Reserve Account Required Funding Date Deposit (after giving effect to the addition of Additional Timeshare Loans on such date) and thereafter, on each Payment Date if the amount on deposit in the Reserve Account (after giving effect to any deposit of the applicable portion of the proceeds of any Borrowing on such Payment Date) is less than the Reserve Account Required Balance on the related Determination Date, a deposit shall be made to the Reserve Account, to the extent of Available Funds as provided in Section 3.4 hereof.

(ii)Withdrawals. If, (A) on any Determination Date, the amounts on deposit in the Collection Account (after giving effect to all deposits thereto required hereunder) are insufficient to pay the Required Payments for the related Payment Date, on such Payment Date, the Indenture Trustee shall, based on the Monthly Servicer Report and to the extent of funds available in the Reserve Account, withdraw from the Reserve Account and deposit into the Collection Account an amount equal to the lesser of such insufficiency and the amount on deposit in such Reserve Account (the amount withdrawn, the “Reserve Account Draw Amount”).

(iii)Stated Maturity, Rated Final Maturity Date or Payment in Full. On the earliest to occur of the Stated Maturity, the Rated Final Maturity Date and the Payment Date on which the Outstanding Note Balance will be reduced to zero, the Indenture Trustee shall withdraw all amounts on deposit in the Reserve Account and shall deposit such amounts

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into the Collection Account to be used as Available Funds in accordance with Section 3.4 hereof.

(iv)Amortization Event and Event of Default. Upon the occurrence of an Amortization Event or Event of Default, the Indenture Trustee shall withdraw all amounts on deposit in the Reserve Account and shall deposit such amounts to the Collection Account to be used as Available Funds in accordance with Section 3.4 or Section 6.6, as applicable.

(v)Amounts in Excess of Reserve Account Required Balance. If, on any Payment Date, amounts on deposit in the Reserve Account are greater than the Reserve Account Required Balance (after giving effect to all other distributions and disbursements on such Payment Date), the Indenture Trustee shall, based on the Monthly Servicer Report, withdraw funds in excess of the Reserve Account Required Balance from the Reserve Account and deposit such funds into the Collection Account as Available Funds on such Payment Date for application in accordance with Section 3.4 hereof.

(c)Hedge Collateral Account. In the event a Hedge Agreement contemplates the posting of collateral, upon receipt of an Issuer Order, the Hedge Collateral Account Bank shall cause to be established and shall maintain an account (the “Hedge Collateral Account”) for the benefit of the Issuer. The Hedge Collateral Account shall be an Eligible Bank Account initially established at the Corporate Trust Office of the Hedge Collateral Account Bank, bearing the following designation “Diamond Resorts Issuer 2008 LLC - Hedge Collateral Account”. The Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Hedge Collateral Account and in all proceeds thereof. If, at any time, the Hedge Collateral Account ceases to be an Eligible Bank Account, the Hedge Collateral Account Bank shall, in accordance with Section 3.1(l), establish a new Hedge Collateral Account which shall be an Eligible Bank Account, transfer any cash to such new Hedge Collateral Account and from the date such new Hedge Collateral Account is established, it shall be the “Hedge Collateral Account.” Amounts on deposit in the Hedge Collateral Account shall remain uninvested. Deposits and withdrawals to and from the Hedge Collateral Account shall be made at the written direction of the Servicer, on behalf of the Issuer, in accordance with the related Hedge Agreement. The Hedge Collateral Account Bank shall not be responsible for monitoring compliance by the Issuer, the Servicer, the Qualified Hedge Counterparty or any other Person of any provision of any Hedge Agreement and shall be entitled to conclusively rely on any Issuer Order or written direction from the Servicer, on behalf of the Issuer, related thereto. The Hedge Collateral Account Bank shall be entitled to the same rights, benefits and protections as the Indenture Trustee, including the indemnification rights that the Indenture Trustee is entitled to under Section 5.15 hereof.

SECTION 3.3.Hedge Agreement.

(a)    The Issuer shall provide Hedge Agreements in accordance with the terms described in this Section 3.3 (the “Hedge Requirements”).

(b)Hedge Agreements.

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(i)Each Hedge Agreement shall either be in the form of an interest rate cap or an interest rate swap, or a combination thereof, in each case between the Issuer and a Qualified Hedge Counterparty, with an effective date on or prior to a Funding Date.

(ii)In the case of an interest rate swap, the related Hedge Agreement shall provide for the payment on each Payment Date to the related Hedge Counterparty of interest on the notional amount thereof at a fixed rate per annum and the payment to the Indenture Trustee for deposit into the Collection Account of a floating rate per annum equal to the LIBOR Rate for each Interest Accrual Period; provided that the Issuer and the Hedge Counterparties may, subject to the related Hedge Agreements, make payments on a net basis; provided, further, that the fixed rate per annum paid to a Hedge Counterparty under an interest rate swap shall not cause the Gross Excess Spread Percentage to be less than 7.00%.

(iii)In the case of an interest rate cap, the related Hedge Agreement shall provide for the payment by the Hedge Counterparty to the Indenture Trustee for deposit into the Collection Account on each Payment Date if the LIBOR Rate is greater than the Required Cap Rate for the related Interest Accrual Period, if any.

(iv)Any confirmation related to the ISDA Master Agreement and schedule thereto or long form confirmation, in each case, in the form of interest rate swaps, shall terminate on the last day that the Notes are assumed to be Outstanding based on the Hedge Amortization Schedules.

(v)Each Hedge Agreement may permit, if the related Hedge Counterparty fails to meet the rating requirements in clause (a) of the definition of Qualified Hedge Counterparty, such related Hedge Counterparty to post collateral to secure its obligations under the related Hedge Agreement. To the extent such Hedge Agreement permits the posting of collateral, such Hedge Agreement shall require the following terms (the “Hedge Agreement Collateral Posting Requirements”):

(A)the Hedge Counterparty shall, within 10 Business Days’ of failing to meet such rating requirement, secure its obligations under the related Hedge Agreement, by posting collateral to the Hedge Collateral Account Bank for deposit into the Hedge Collateral Account in an amount equal to the Hedge Collateral Amount;

(B)the Hedge Counterparty shall, at least on a weekly basis, mark-to-market the related Hedge Agreement (pursuant to the terms thereof) and post additional collateral, as necessary such that the amount on deposit in the Hedge Collateral Account is at least equal to the Hedge Collateral Amount; and

(C)“Hedge Collateral Amount” shall mean with respect to a Hedge Counterparty that has been downgraded below the rating requirements in clause (a) of the definition of Qualified Hedge Counterparty, the following:

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(1) If the Hedge Counterparty has a long-term unsecured debt rating of below “A-” from S&P or a short-term unsecured debt rating below “A-1” from S&P but has a long-term unsecured debt rating of at least “BBB” from S&P, the Hedge Collateral Amount shall be calculated using the following formula:

a. Max[0, MtM + (5.5% * notional amount of Hedge Agreement)], if the weighted average life of the Hedge Agreement is less than or equal to three years;

b. Max[0, MtM + (8.1% * notional amount of Hedge Agreement)], if the weighted average life of the Hedge Agreement is greater than three years but less than or equal to five years; or

c. Max[0, MtM + (9.8% * notional amount of Hedge Agreement)], if the weighted average life of the Hedge Agreement is greater than five years but less than or equal to ten years.

“MtM” = Mark-to-market value of the Hedge Agreement. For the avoidance of doubt, the Mark-to-market value shall be expressed as a negative number if the Issuer is net out-of-the-money with respect to the Hedge Agreement and as a positive number if the Issuer is net in-the-money with respect to the Hedge Agreement.

(vi)Immediately upon receipt, the Indenture Trustee shall deposit all amounts received in respect of the Hedge Agreements into the Collection Account (other than amounts in respect of the Hedge Agreement Collateral Posting Requirements, which shall be deposited by the Hedge Counterparty into the Hedge Collateral Account).

(vii)Upon notice or knowledge of any Hedge Event of Default or Termination Event, any party hereto shall provide notice to the other parties hereto and the Hedge Counterparty.

(viii)The Issuer agrees that if any Hedge Counterparty ceases to be a Qualified Hedge Counterparty, unless 100% of the Purchasers agree that such Hedge Counterparty shall continue, the Issuer shall have 60 calendar days (x) to cause such Hedge Counterparty to assign its obligations under the related Hedge Agreement to a new Qualified Hedge Counterparty (or such Hedge Counterparty shall have 60 calendar days to again become a Qualified Hedge Counterparty), (y) to obtain a guarantor (with such form of guarantee meeting S&P’s then current criteria) that meets the definition of Qualified Hedge Counterparty, or (z) to obtain a substitute Hedge Agreement with a Qualified Hedge Counterparty, together with such Qualified Hedge Counterparty’s acknowledgement of the pledge by the Issuer to the Indenture Trustee of the Issuer’s rights under such Hedge Agreement provided, that the Issuer shall not terminate ineligible Hedge Agreements until the related substitute Hedge Agreements with such Qualified Hedge Counterparties are effective. The Hedge Counterparty which ceases to be a Qualified Hedge Counterparty shall cover all costs relating to assigning its obligations, obtaining a guarantor or obtaining a substitute Hedge Agreement with a Qualified Hedge Counterparty.

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(ix)Three Business Days prior to each Funding Date, the Servicer, on behalf of the Issuer shall, provide to the Administrative Agent a timeshare loan data file with sufficient information so that, if required, the Administrative Agent may prepare the Hedge Amortization Schedule. Subject to the timely delivery of information by the Servicer, with respect to each Funding Date, the Administrative Agent shall provide the Issuer and the Servicer with the Hedge Amortization Schedule no later than two (2) Business Days thereafter.

(x)Subject to the limitation on Hedge Agreements in the form of interest rate swaps set forth in Section 3.3(b)(xii), without affecting the Issuer’s obligations under Section 3.3(b)(viii), the parties hereto agree that the Hedge Requirements do not obligate the Issuer to cause the Hedge Counterparty to terminate, assign or collateralize its Hedge Agreement as a result of such Hedge Counterparty no longer satisfying the definition of Qualified Hedge Counterparty, and, consequently, the Issuer may be party to multiple Hedge Agreements and/or interest rate swaps or interest rate caps with counterparties which are Qualified Hedge Counterparties as well as counterparties that are not Qualified Hedge Counterparties, all collectively having an aggregate notional amount in excess of 100% of the Outstanding Note Balance.

(xi)In the event the Issuer shall execute a Securitization Take-Out Transaction, whereby all of the Outstanding Note Balance of the Notes is repaid, it shall terminate all confirmations related to the ISDA Master Agreement and schedules thereto or long form confirmations, in each case, in the form of interest rate swaps.

(xii)The notional amount of Hedge Agreements in the form of interest rate swaps may not exceed 105% of the Aggregate Outstanding Note Balance.

(c)[Reserved].

(d)Notional Amounts and Adjustments.

(i)the Issuer shall, as of each Funding Date, cause the notional amount of the Hedge Agreements to be adjusted and/or enter into new Hedge Agreements such that the notional amount of the Hedge Agreements shall be equal to or greater than 90% of the Aggregate Outstanding Note Balance;

(ii)the Issuer shall, on each Funding Date, adjust (A) the Hedge Agreements to reflect the Required Cap Rate (in the case of a Hedge Agreement in the form of an interest rate cap) if such Hedge Agreements provides for a cap rate which is above the Required Cap Rate; and (B) the termination date of the Hedge Agreements in accordance with the Hedge Amortization Schedule following such Funding Date; and

(iii)on any Funding Date, any additional premium, termination payment or other out-of-pocket costs and expenses relating to the adjustments to the Hedge Agreements, or new Hedge Agreements shall be funded by the Issuer from the proceeds of the related Borrowing.

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(e)To the extent permitted by applicable law, the parties hereto acknowledge and agree that the Indenture Trustee shall not be required to act as a “commodity pool operator” (as defined in the Commodity Exchange Act, as amended) or be required to undertake regulatory filings related to this Agreement in connection therewith.

SECTION 3.4.Distributions.

So long as the Notes have not been accelerated, (x) on each Payment Date (other than the first to occur of the Stated Maturity and the Rated Final Maturity Date and each Payment Date thereafter), to the extent of Available Funds on deposit in the Collection Account and with respect to the payment in item (ix) below only, to the extent of Available Funds, in all cases, based on the Monthly Servicer Report, and (y) on and after the first to occur of the Stated Maturity and the Rated Final Maturity Date, to the extent of all funds on deposit in the Collection Account, at the written direction of the Servicer, the Indenture Trustee shall, make the following disbursements and distributions to the following parties no later than 3:00 P.M. (New York City time), in the following order of priority:

(i)to the Indenture Trustee and the Custodian, ratably based on their respective entitlements, the Indenture Trustee Fee and the Custodial Fee, respectively, plus any accrued and unpaid Indenture Trustee Fees and Custodial Fees, respectively, with respect to prior Payment Dates and all expenses, including indemnities, incurred and charged by the Indenture Trustee and the Custodian during the related Due Period (up to an aggregate total of $25,000, including all expenses reimbursed on prior Payment Dates pursuant to this clause (i), per twelve month period);

(ii)to the Hedge Counterparty, its Net Hedge Payment, if any;

(iii)to the Back-Up Servicer, the Back-Up Servicing Fee, plus any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus any Transition Expenses incurred during the related Due Period (up to an aggregate cumulative total of $100,000);

(iv)to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates; provided, however, that immediately after receipt of such Servicing Fee, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank;

(v)to the Administrative Agent, any Administrative Agent Fees, plus any accrued and unpaid Administrative Agent Fees from prior Payment Dates;

(vi)to the Administrative Agent, as Noteholder and nominee of the Purchasers, all Non-Usage Fees for the Class A Noteholders and the Class B Noteholders pro rata based on the Class A Percentage Interest and the Class B Percentage Interest, respectively, plus any accrued and unpaid Non-Usage Fees from prior Payment Dates;

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(vii)to the Administrative Agent, as Noteholder and nominee of the Purchasers, the Interest Distribution Amount for the Class A Notes based on the Class A Percentage Interest, plus any unpaid Interest Distribution Amount for the Class A Notes from prior Payment Dates;

(viii)to the Administrative Agent, as Noteholder and nominee of the Purchasers, the Interest Distribution Amount for the Class B Notes based on the Class B Percentage Interest, plus any unpaid Interest Distribution Amount for the Class B Notes from prior Payment Dates;

(ix)other than if the Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the Hedge Agreement), to the Hedge Counterparty, the Hedge Termination Payment, if any (up to an aggregate cumulative total of $10,000,000, excluding Termination Payments paid in connection with a Securitization Take-Out Transaction; provided, the aggregate cumulative total will be reset to zero following each Securitization Take-Out Transaction);

(x)(a) except if an Amortization Event shall have occurred, to the Class A Noteholders and Class B Noteholders, the Principal Distribution Amount, pro rata based on their Percentage Interests and (b) if an Amortization Event shall have occurred, (1) first, to the Class A Noteholders, the Principal Distribution Amount until the Outstanding Note Balance of the Class A Notes is reduced to zero and (2) second, to the Class B Noteholders, the Principal Distribution Amount until the Outstanding Note Balance of the Class B Notes is reduced to zero;

(xi)other than if the Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the Hedge Agreement), to the Hedge Counterparty, the Hedge Termination Payment, if any, not paid in (ix) above;

(xii)except if an Amortization Event shall have occurred, to the Reserve Account, all remaining amounts until the amounts on deposit in the Reserve Account shall equal the Reserve Account Required Balance;

(xiii)except if an Amortization Event shall have occurred, to the Administrative Agent, as Noteholder on behalf of each Non-Extending Purchaser, an amount equal to the Non-Extending Principal Reduction Amount until each Non-Extending Purchaser’s interest in the Notes has been reduced to zero;

(xiv)if an Amortization Event shall have occurred, to the Administrative Agent, as Noteholder and nominee of the Purchasers, all remaining Available Funds, (1) first, to the Class A Noteholders, until the Outstanding Note Balance of the Class A Notes has been reduced to zero and (2) second, to the Class B Noteholders, until the Outstanding Note Balance of the Class B Notes is reduced to zero;

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(xv)to the Administrative Agent as Noteholder and nominee of the Purchasers, the Deferred Interest Distribution Amount for the Class A Notes based on the Class A Percentage Interest, if any;

(xvi)to the Administrative Agent as Noteholder and nominee of the Purchasers, the Deferred Interest Distribution Amount for the Class B Notes based on the Class B Percentage Interest, if any;

(xvii)to the Administrative Agent, as Noteholder and nominee of the Purchasers, to the extent applicable, amounts specified by the Administrative Agent as payable pursuant the Note Funding Agreement (including but not limited to Sections 2.3, 6.1, 6.2, 6.3 and/or 6.5 thereof);

(xviii)to the Hedge Counterparty, any Hedge Termination Payment not paid in (ix) or (xi) above;

(xix)to the Indenture Trustee, the Custodian and the Back-Up Servicer, any expenses and indemnities not paid pursuant to clause (i) or (iii) above, as applicable;

(xx)except if an Amortization Event shall have occurred, to the Administrative Agent, as Noteholder on behalf of each Non-Extending Purchaser, an amount equal to 90% of its ratable share (calculated, without giving effect to payments made on such Payment Date, as a percentage, the numerator of which is such Non-Extending Purchaser’s portion of the Aggregate Outstanding Note Balance and the denominator of which is the Aggregate Outstanding Note Balance of the Notes) of the remaining Available Funds in reduction of each Non-Extending Purchaser’s interest in the Notes, as applicable; and

(xxi)to the Issuer, any remaining amounts.

SECTION 3.5.Reports to Noteholders.

On each Payment Date the Indenture Trustee shall account to the Administrative Agent, the Issuer and each Noteholder (i) the portion of payments then being made which represents principal and the amount which represents interest, and (ii) the amounts on deposit in each Trust Account and identifying the investments included therein. The Indenture Trustee may satisfy its obligations under this Section 3.5 by making available electronically the Monthly Servicer Report to the Administrative Agent, the Noteholders, and the Issuer; provided, however, the Indenture Trustee shall have no obligation to provide such information described in this Section 3.5 until it has received the requisite information from the Issuer or the Servicer. On or before the 5th day prior to the final Payment Date with respect to any Class of Notes, the Indenture Trustee shall send notice of such Payment Date to the Administrative Agent and the Noteholders of such Class. Such notice shall include a statement that if such Notes are paid in full on the final Payment Date, interest shall cease to accrue as of the day immediately preceding such final Payment Date.

The Indenture Trustee may make available to the Administrative Agent, the Noteholders and the Purchasers, via the Indenture Trustee’s Internet Website, the Monthly Servicer Report

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available each month and, with the consent or at the direction of the Issuer, such other information regarding the Notes and/or the Timeshare Loans as the Indenture Trustee may have in its possession, but only with the use of a password provided by the Indenture Trustee. The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

The Indenture Trustee’s Internet Website shall be initially located at www.CTSLink.com or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the Issuer, the Servicer, the Noteholders, the Purchasers and the Administrative Agent. In connection with providing access to the Indenture Trustee’s Internet Website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Indenture.

The Indenture Trustee shall have the right to change the way Monthly Servicer Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes.

Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all federal income tax withholding and information requirements with respect to payments of interest to Noteholders. If the Indenture Trustee does withhold any amount from an interest payment, pursuant to federal income tax withholding requirements, the Indenture Trustee shall indicate the amount withheld to the Noteholder.

SECTION 3.6.Tax Matters.The Indenture Trustee, on behalf of the Issuer, shall comply with all requirements of the Code and applicable Treasury Regulations promulgated thereunder and applicable state and local law with respect to the withholding (including U.S. federal withholding taxes under FATCA) from any payments or distributions made by it to any Noteholder or any holder of a beneficial interest in the Issuer of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. Each Noteholder, by acceptance of a Note, hereby agrees that (i) it will provide it’s Noteholder Tax Identification Information and to the extent FATCA Withholding Tax is applicable, Noteholder FATCA Information (to the extent not included in the Noteholder Tax Identification Information) to the Indenture Trustee and (ii) it agrees that the Indenture Trustee has the right to withhold any amount of interest, principal and other payment (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder that fails to comply with the requirements of Section 12.1(o)(iii) hereof.

Annually (and more often, if required by applicable law), the Indenture Trustee shall distribute to the Noteholders any Form 1099 or similar information returns required by applicable tax law to be distributed to the Noteholders and the Purchasers. The Paying Agent shall prepare or cause to be prepared all such information for distribution by the Indenture Trustee to the Noteholders and the Purchasers.

     ARTICLE IV.THE TRUST ESTATE

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SECTION 4.1.Conveyance of Trust Estate/Acceptance by Indenture Trustee.

(a)The Indenture Trustee hereby acknowledges the conveyance by the Issuer of the assets constituting the Trust Estate. The Indenture Trustee shall hold the Trust Estate in trust for the benefit of the Secured Parties, subject to the terms and provisions hereof. In connection with any transfer of Timeshare Loans to the Issuer, the Issuer will deliver or cause to be delivered (i) to the Custodian, the Timeshare Loan Files and (ii) to the Servicer, the Timeshare Loan Servicing Files.

(b)The Indenture Trustee shall perform its duties under this Section 4.1 and hereunder on behalf of the Trust Estate and for the benefit of the Secured Parties in accordance with the terms of this Indenture and applicable law and, in each case, taking into account its other obligations hereunder, but without regard to:

(i)any relationship that the Indenture Trustee or any Affiliate of the Indenture Trustee may have with an Obligor;

(ii)the ownership of any Note by the Indenture Trustee or any Affiliate of the Indenture Trustee;

(iii)the Indenture Trustee’s right to receive compensation for its services hereunder or with respect to any particular transaction; or

(iv)the ownership, or holding in trust for others, by the Indenture Trustee of any other assets or property.

SECTION 4.2.Acquisition of Timeshare Loans.

The Issuer covenants that, except as provided in Section 4.3 hereof, it shall only acquire Timeshare Loans in accordance with the provisions of the Sale Agreement and, without limiting the generality of the Granting Clause, upon any such acquisition, such Timeshare Loans shall be deemed to be a part of the Trust Estate.

SECTION 4.3.Additional Timeshare Loans.

(a)Subject to the limitations and conditions specified in this Section 4.3, the Issuer may from time to time identify additional Eligible Timeshare Loans (“Additional Timeshare Loans”) to be acquired by or Granted to the Issuer on a Transfer Date. Such Additional Timeshare Loans and the Related Security shall be included in the Trust Estate as provided herein.

(b)The acquisition or Grant of the Additional Timeshare Loans shall be subject to the satisfaction of the following conditions:

(i)at least two Business Days preceding the proposed Transfer Date, the Issuer shall have delivered to the Administrative Agent a schedule of such proposed Additional Timeshare Loans;

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(ii)the Issuer and the Servicer shall execute an Additional Timeshare Loan Supplement substantially in the form of Exhibit H hereto;

(iii)the Commitment Expiration Date shall not have occurred and no Amortization Event, Servicer Event of Default, Event of Default or Default shall have occurred and be continuing or would occur as a result of the addition of the Timeshare Loans;

(iv)on or prior to the Transfer Date, the Custodian shall have possession of the related Timeshare Loan File and shall have delivered a Trust Receipt therefor in accordance with the provisions of the Custodial Agreement;

(v)the Issuer shall have taken any actions necessary or advisable to maintain the Indenture Trustee’s perfected security interest in the Trust Estate for the benefit of the Noteholders; and

(vi)each Additional Timeshare Loan shall be an Eligible Timeshare Loan.

SECTION 4.4.Tax Treatment.

(a)The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization (as defined below). The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee, any Noteholder or Purchaser of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans.

(b)It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”). The Issuer, the Servicer and the Indenture Trustee, by entering into this Indenture, and each Noteholder by the purchase of a Note, agree to report such transactions for purposes of all taxes in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person.

(c)The Issuer, the Servicer and the Back-Up Servicer shall take no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

SECTION 4.5.Further Action Evidencing Assignments.

(a)The Issuer and the Servicer each agrees that, from time to time, at its respective expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Servicer or the Indenture Trustee

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or Administrative Agent may reasonably request, in order to perfect, protect or more fully evidence the security interest in the Timeshare Loans or to enable the Indenture Trustee to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Issuer will, without the necessity of a request or upon the request of the Servicer or the Indenture Trustee, execute and file (or cause to be executed and filed) such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to create and maintain in the Indenture Trustee a first priority perfected security interest, at all times, in the Trust Estate, including, without limitation, recording and filing UCC-1 financing statements, amendments or continuation statements prior to the effective date of any change of the name, identity or structure or relocation of its chief executive office or its jurisdiction of formation or any change that would or could affect the perfection pursuant to any financing statement or continuation statement or assignment previously filed or make any UCC-1 or continuation statement previously filed pursuant to this Indenture seriously misleading within the meaning of applicable provisions of the UCC (and the Issuer shall give the Indenture Trustee at least 30 Business Days prior notice of the expected occurrence of any such circumstance). The Issuer shall deliver promptly to the Indenture Trustee file-stamped copies of any such filing.

(b)(i) The Issuer hereby grants to each of the Servicer and the Indenture Trustee a power of attorney to execute and file all documents including, but not limited to assignments of Mortgage, UCC financing statements, amendments or continuation statements, on behalf of the Issuer as may be necessary or desirable to effectuate the foregoing and any recordation pursuant to Section 5.18 hereof and (ii) the Servicer hereby grants to the Indenture Trustee a power of attorney to execute and file all documents on behalf of the Servicer as may be necessary or desirable to effectuate the foregoing; provided, however, that such grant shall not create a duty on the part of the Indenture Trustee or the Servicer to file, prepare, record or monitor, or any responsibility for the contents or adequacy of, any such documents.

SECTION 4.6.Repurchase and Substitution of Timeshare Loans.

(a)Mandatory Repurchase and Substitution of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discovers, or is notified by any other party hereto, that any of the representations and warranties of the Depositor in the Sale Agreement were incorrect as of the date such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture and the Depositor. In the event any representation or warranty of the Depositor is incorrect as of the date such representation or warranty was made and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders or Purchasers therein, then the Issuer and the Indenture Trustee shall require the Depositor, within 30 days after the date it is first notified of, or otherwise discovers such breach, to eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either: (i) repurchase such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amount, if any; provided, that to the extent an Amortization Event shall have occurred and is continuing, the Depositor shall use its best efforts to repurchase each Timeshare Loan instead of replacing such Timeshare Loan. The Indenture Trustee is hereby appointed attorney-in-fact, which

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appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Issuer to enforce the Depositor’s repurchase or substitution obligations if the Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 15 days of the end of the aforementioned 30 day period.

(b)Optional Repurchase and Substitution of 60-Day Plus Delinquent Loans. On any date, pursuant to the Sale Agreement, DFHC shall have the option, but not the obligation, to either: (i) repurchase a 60-Day Plus Delinquent Loan from the Issuer for a price equal to the Repurchase Price therefor, or (ii) substitute one or more Qualified Substitute Timeshare Loans for a 60-Day Plus Delinquent Loan and pay the related Substitution Shortfall Amount, if any.

(c)[Reserved].

(d)Limitation on Optional Repurchases and Substitutions of 60-Day Plus Delinquent Loans. The aggregate Cut-Off Date Loan Balance of 60-Day Plus Delinquent Loans that may be repurchased and substituted pursuant to Section 4.6(b) hereof shall be limited on any date to 15% and 20%, respectively of the highest aggregate Loan Balance of all Timeshare Loans owned by the Issuer since the Amendment Closing Date, less the aggregate of the Cut-Off Date Loan Balances of all 60-Day Plus Delinquent Loans previously repurchased or substituted, as applicable, pursuant to Section 4.6(b) hereof since the Amendment Closing Date. The prepayment of a Timeshare Loan resulting from an Obligor electing to enter into an Upgraded Timeshare Loan shall not be considered an exercise by DFHC of the repurchase or substitution option described in Section 4.6(b) hereof.

(e)Repurchase Prices and Substitution Shortfall Amounts. The Issuer and the Indenture Trustee shall direct that the Depositor and DFHC to remit all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts to the Indenture Trustee for deposit in the Collection Account. In the event that more than one Timeshare Loan is substituted pursuant to any of Sections 4.4(a) through 4.4(c) hereof on any Substitution Date, the Substitution Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on an aggregate basis for all substitutions made on such Substitution Date.

(f)Schedule of Timeshare Loans. The Issuer shall cause the Depositor or DFHC, as applicable, to provide the Indenture Trustee on any date on which a Timeshare Loan is repurchased or substituted, with a revised Schedule of Timeshare Loans to the Sale Agreement reflecting the removal of Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions thereof.

(g)Officer’s Certificate. No substitution of a Timeshare Loan shall be effective unless the Issuer and the Indenture Trustee shall have received an Officer’s Certificate from the Depositor or DFHC, as applicable, indicating that the new Timeshare Loan meets all the criteria of the definition of “Qualified Substitute Timeshare Loan” and that the Timeshare Loan Files for such Qualified Substitute Timeshare Loan have been delivered to the Custodian.

SECTION 4.7.Release of Lien.

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(a)The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan repurchased or substituted pursuant to Section 4.6 hereof: (i) in the case of any repurchase, after payment of the Repurchase Price of the Timeshare Loan, or (ii) in the case of any substitution, after payment of the applicable Substitution Shortfall Amount, if any, and the delivery of the Timeshare Loan Files for the related Qualified Substitute Timeshare Loan to the Custodian.

(b)The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full or for which the assets securing such Timeshare Loan have been liquidated and remarketed in accordance with the Servicing Standard and all related recoveries have been deposited into the Collection Account.

(c)If the Issuer exercises its right to prepay the Notes in whole or in part as provided in Section 2.11 hereof, the Issuer shall notify the Administrative Agent and the Indenture Trustee in writing of the prepayment date and principal amount of Notes to be prepaid on the prepayment date and the amount of interest and other amounts due and payable on such date in accordance with this Indenture and the Note Funding Agreement. On the prepayment date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the following paragraphs, then, the Indenture Trustee and the Custodian shall release from the Lien of this Indenture those Timeshare Loans and the Related Security, all monies due or to become due with respect thereto and all Collections with respect thereto from and including the last day of the Due Period immediately preceding the date of such release which the Indenture Trustee and the Custodian is directed to release as described in the following paragraph.

The Issuer shall provide to the Indenture Trustee and the Custodian a list of the Timeshare Loans which are to be released, shall direct the Custodian to release such Timeshare Loan Files in accordance with the Custodial Agreement and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans.

In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of Timeshare Loans to be released, the following conditions shall be met before the Lien is released under this Section 4.7:

(i)except with the prior written consent of the Administrative Agent and the Required Purchasers, after giving effect to such release, no Default, Servicer Event of Default, Amortization Event or Event of Default shall exist;

(ii)as determined by the Administrative Agent and the Required Purchasers, after giving effect to such release, the remaining pool of Timeshare Loans in the Trust Estate meet all of the eligibility criteria set forth in the Transaction Documents; and

(iii)as determined by the Administrative Agent and the Required Purchasers, the Timeshare Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders.

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(d)In connection with (a), (b) and (c) above, the Indenture Trustee will execute and deliver as directed in writing such endorsements and assignments as are provided to it by the Depositor or the Issuer, in each case without recourse, representation or warranty, as shall be necessary to vest in the Depositor the legal and beneficial ownership of each repurchased or substituted Timeshare Loan being released pursuant to this Section 4.7. The Custodian shall release the related Timeshare Loan Files upon receipt of a Request for Release from the Servicer, substantially in the form of Exhibit B to the Custodial Agreement.

(e)In connection with the release of Timeshare Loans as set forth in this Section 4.7, the Issuer and the Servicer shall cooperate in providing the Administrative Agent or any Purchaser with reasonably requested information regarding the Trust Estate.

SECTION 4.8.Appointment of Custodian.

The Indenture Trustee may appoint one or more custodians to hold all of the Timeshare Loan Files as agent for the Indenture Trustee. Each custodian shall be a depository institution supervised and regulated by a federal or state banking authority or such other entity approved by the Administrative Agent, shall have combined capital and surplus of at least $10,000,000, shall be qualified to do business in the jurisdiction in which it holds any Timeshare Loan File and shall not be the Issuer or an Affiliate of the Issuer. The initial Custodian shall be Wells Fargo Bank, National Association, pursuant to the terms of the Custodial Agreement. The Custodial Fees and expenses shall be paid as provided in Section 3.4 hereof.

SECTION 4.9.Sale of Timeshare Loans.The parties hereto agree that none of the Timeshare Loans in the Trust Estate may be sold or disposed of in any manner except as expressly provided for herein.

ARTICLE V.SERVICING OF TIMESHARE LOANS

SECTION 5.1.Appointment of Servicer; Servicing Standard.

Subject to the terms and conditions herein, the Issuer hereby confirms the appointment of DFS as the initial Servicer hereunder. The Servicer shall service and administer the Timeshare Loans and perform all of its duties hereunder in accordance with applicable law, the Collection Policy, the terms of the respective Timeshare Loans and, to the extent consistent with the foregoing, in accordance with the customary and usual procedures employed by institutions servicing timeshare loans secured by timeshare estates, or if a higher standard, the highest degree of skill and attention that the Servicer exercises with respect to comparable assets that the Servicer services for itself or its Affiliates (the “Servicing Standard”).

SECTION 5.2.Payments on the Timeshare Loans.

(a)The Servicer shall, in a manner consistent with the Collection Policy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit C), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to

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mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Administrative Agent (or, if the Indenture Trustee shall have so required pursuant to Section 5.4(c) hereof, to a Lockbox Bank maintained by the Indenture Trustee for the benefit of the Noteholders). At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the Administrative Agent. The Centralized Lockbox Account shall initially be maintained at Wells Fargo Bank, N.A.

(b)Within one Business Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.

(c)Subject to Section 5.2(h) hereof, if, notwithstanding such instructions as provided in Section 5.2(a) hereof, any such Receivables or other payments are delivered to the Depositor, the Servicer or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Depositor shall (or cause the Servicer to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt. Subject to Section 5.2(h) hereof, in the event the Servicer receives any Receivables or other payments directly from or on behalf of any Obligors, the Servicer shall receive all such Receivables and other payments in trust for the sole and exclusive benefit of the Indenture Trustee, and the Servicer shall deliver to the Indenture Trustee for deposit in the Collection Account all such Receivables and other payments (in the form so received by the Servicer) within two Business Days, unless the Indenture Trustee shall have notified the Servicer to deliver such Receivables and other payments elsewhere, in which event such Receivables and other payments (in the form received) shall be endorsed by the Depositor to the Indenture Trustee and delivered to such account as the Indenture Trustee shall specify within two Business Days of the Servicer’s receipt thereof.

(d)All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.2(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.

(e)On the Closing Date, the Amendment Closing Date, each Funding Date and each Transfer Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.2(d) hereof) after the related Cut-Off Date.

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(f)Subject to Sections 5.2(b), (c), (d), (g) and (h) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Indenture Trustee shall pay such funds to the Servicer prior to any distributions under Section 3.4 hereof on the next Payment Date as instructed by the Servicer.

(g)The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on 60-Day Plus Delinquent Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 5.2(f) hereof. To the extent that the Servicer shall subsequently recover any portion of such Liquidation Expenses from the related Obligor, the Servicer shall deposit such amounts into the Collection Account in accordance with Section 5.2(f) hereof.

SECTION 5.3.Duties and Responsibilities of the Servicer.

(a)In addition to any other customary services which the Servicer may perform or may be required to perform hereunder, the Servicer shall perform or cause to be performed through sub-servicers, the following servicing and collection activities in accordance with the Servicing Standard:

(i)perform standard accounting services and general record keeping services with respect to the Timeshare Loans;

(ii)respond to telephone or written inquiries of Obligors concerning the Timeshare Loans;

(iii)keep Obligors informed of the proper place and method for making payment with respect to the Timeshare Loans;

(iv)contact Obligors to effect collection and to discourage delinquencies in the payment of amounts owed under the Timeshare Loans and doing so by any lawful means, including but not limited to (A) mailing of routine past due notices, (B) preparing and mailing collection letters, (C) contacting delinquent Obligors by telephone to encourage payment, and (D) mailing of reminder notices to delinquent Obligors;

(v)report tax information to Obligors and taxing authorities to the extent required by law;

(vi)take such other action as may be necessary or appropriate in the discretion of the Servicer for the purpose of collecting and transferring to the Indenture Trustee for deposit into the Collection Account all payments received by the Servicer or remitted to any of the Servicer’s accounts in respect of the Timeshare Loans (except as otherwise expressly provided herein), and to carry out the duties and obligations imposed upon the Servicer pursuant to the terms of this Indenture;

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(vii)in the Servicer’s sole discretion, acquire Nonfinancial Assets on behalf of the Issuer and to be held as part of the Trust Estate for such period of time as the Servicer deems it advisable to do so, and to manage, lease or rent, encumber and sell such Nonfinancial Assets, so long as the Servicer acts under the reasonable belief that it is doing so in the best interests of the Issuer, and to deposit any Retained Asset Proceeds in the Collection Account;

(viii)remarketing Timeshare Interests;

(ix)arranging for Liquidations of Timeshare Properties and Right-to-Use Interests related to 60-Day Plus Delinquent Loans;

(x)disposing of Timeshare Interests related to the Timeshare Loans whether following repossession, foreclosure or otherwise;

(xi)to the extent requested by the Indenture Trustee, use reasonable best efforts to enforce the purchase and substitution obligation of the Depositor under the Sale Agreement;

(xii)not modify, waive or amend the terms of any Timeshare Loan unless a default on such Timeshare Loan has occurred or is imminent or unless such modification, amendment or waiver will not: (i) alter the interest rate on or the principal balance of such Timeshare Loan, (ii) shorten the final maturity of, lengthen the timing of payments of either principal or interest under, or any other terms of, such Timeshare Loan, (iii) adversely affect the Timeshare Interest underlying such Timeshare Loan or (iv) reduce materially the likelihood that payments of interest and principal on such Timeshare Loan will be made when due; provided, however, that the Servicer may make the modifications, amendments or waivers described in clause (i) through (iv) above, so long as such modifications, amendments or waivers are not made with respect to more than 2% of the Timeshare Loans by Aggregate Loan Balance as of the end of the calendar month prior to such modification, amendment or waiver; provided, further, the Servicer may grant an extension of the final maturity of a Timeshare Loan if the Servicer, in its reasonable discretion, determines that (i) such Timeshare Loan is in default or default on such Timeshare Loan is likely to occur in the foreseeable future, and (ii) the value of such Timeshare Loan will be enhanced by such extension, provided that the Servicer will not (a) grant more than one extension per calendar year with respect to a Timeshare Loan, (b) grant an extension for more than one calendar month with respect to a Timeshare Loan in any calendar year or (c) grant an extension that would cause the stated maturity of a Timeshare Loan to be later than 24 months prior to the Rated Final Maturity Date;

(xiii)work with Obligors in connection with any transfer of ownership of a Timeshare Interest by an Obligor to another Person and the Servicer may consent to the assumption by such Person of the Timeshare Loan related to such Timeshare Interest; provided, however, in connection with any such assumption, the rate of interest borne by, the maturity date of, the principal amount of, the timing of payments of principal and interest in respect of, and all other material terms of, the related Timeshare Loan shall not be changed other than as permitted in (xii) above;

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(xiv)deliver such information and data to the Back-Up Servicer as is required under the Back-Up Servicing Agreement; and

(xv)so long as the Servicer is DFS, on behalf of the Issuer, monitor the Hedge Agreements and to prepare such data and information as may be required by the Issuer, from time to time, to determine whether the Hedge Requirements are being satisfied.

(b)For so long as a Diamond Resorts Entity controls the Resorts, the Servicer shall use commercially reasonable best efforts to maintain or cause to maintain the Resorts in good repair, working order and condition (ordinary wear and tear excepted).

(c)For so long as a Diamond Resorts Entity controls the Resorts, the manager, related management contract and master marketing and sale contract (if applicable) for each Resort at all times shall be reasonably satisfactory to the Administrative Agent. For so long as a Diamond Resorts Entity controls the Association for a Resort, and a Diamond Resorts Entity is the manager, (i) if an amendment or modification to the related management contract and master marketing and sale contract materially and adversely affects the Noteholders or the Purchasers, then it may only be amended or modified with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (ii) if an amendment or modification to the related management contract and master marketing and sale contract does not materially and adversely affect the Noteholders or the Purchasers, the Servicer shall send a copy of such amendment or modification to S&P and the Administrative Agent with the Monthly Report to be delivered subsequent to the effective date of such amendment or modification.

(d)In the event any Lien (other than a Permitted Lien) attaches to any Timeshare Loan or related collateral from any Person claiming from and through a Diamond Resorts Entity which materially adversely affects the Issuer’s interest in such Timeshare Loan, the Servicer shall, within the earlier to occur of ten Business Days after receiving notice of such attachment or the respective lienholders’ action to foreclose on such lien, either (i) cause such Lien to be released of record, (ii) provide the Indenture Trustee with a bond in accordance with the applicable laws of the state in which the Timeshare Property is located, issued by a corporate surety acceptable to the Administrative Agent, in an amount and in form reasonably acceptable to the Administrative Agent or (iii) provide the Administrative Agent with such other security as the Administrative Agent may reasonably require.

(e)The Servicer shall: (i) promptly notify the Indenture Trustee, the Purchasers, the Administrative Agent and S&P of (A) receiving notice of any claim, action or proceeding which may be reasonably expected to have a material adverse effect on the Trust Estate, or any material part thereof, and (B) any action, suit, proceeding, order or injunction of which Servicer becomes aware after the date hereof pending or threatened against or affecting Servicer or any Affiliate which may be reasonably expected to have a material adverse effect on the Trust Estate or the Servicer’s ability to service the same; (ii) at the request of Indenture Trustee with respect to a claim or action or proceeding which arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer’s expense, any such claim, action or proceeding which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same; and (iii) comply in all respects, and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed

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on such Person by any governmental authority the failure to comply with which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same.

(f)Except as contemplated by the Transaction Documents, the Servicer shall not, and shall not permit any Person to, encumber, pledge or otherwise grant a Lien (other than in the normal course of business) or security interest in and to the Reservation System (including, without limitation, all hardware, software and data in respect thereof) and furthermore agrees, and shall use commercially reasonable efforts to keep the Reservation System operational, not to dispose of the same and to allow the Collection the use of, and access to, the Reservation System.

(g)The Servicer shall (i) notify the Administrative Agent and each of the Purchasers ten days prior to any material amendment or change to the Collection Policy or the Underwriting Guidelines and (ii) obtain the Administrative Agent’s prior written consent (which consent will not be unreasonably withheld or delayed) for any material amendment or change; provided, that the Servicer may immediately implement any changes (and provide notice to the Administrative Agent subsequent thereto) as may be required under applicable law from time to time upon the reasonable determination of the Servicer; and provided, further, that the Servicer shall deliver a copy of any non-material amendments or changes to the Collection Policy or the Underwriting Guidelines to the Administrative Agent, each of the Purchasers and the Indenture Trustee with the Monthly Servicer Report to be delivered subsequent to the effective date of such amendments or changes. The Servicer shall provide any such material amendment or change to the Collection Policy to S&P.

(h)In connection with the Servicer’s duties under (vii), (viii), (ix) and (x) of subsection (a) above, the Servicer will undertake such duties in the ordinary course in a manner similar and consistent with (or better than) the manner in which the Servicer sells or markets other Timeshare Interests it or its Affiliates owns. In addition, in connection with the Servicer’s duties under (viii), (ix) and (x) of subsection (a) above, the Servicer agrees that it shall remarket and sell the Timeshare Interests related to the Timeshare Loans owned by the Issuer before it remarkets and sells Timeshare Interests of the same type owned by the Servicer or any of the Servicer’s Affiliates (other than Affiliates engaged primarily in Receivables Securitizations).

(i)To the extent that any Timeshare Interest related to a 60-Day Plus Delinquent Loan is not a Retained Asset and is remarketed, or that a Retained Asset is subsequently remarketed or otherwise sold, the Servicer agrees that it shall require that Liquidation Proceeds be in the form of cash only.

(j)To the extent there is a reduction in the policy limits of property damage insurance coverage for the timeshare fractional interest resorts, or Servicer has determined that such coverage, in accordance with Servicing Standard, if not available on commercially reasonable terms, Servicer shall provide written notice to S&P.

(k)Notwithstanding any discretion provided in the Collection Policy, the initial Servicer hereby covenants that, with respect to a Timeshare Interest underlying a Right-to-Use Loan that is 181 days past due or a Right-to-Use Loan that is less than 181 days past due but for the Servicer has determined should be “charged-off”, it will re-market such Timeshare Interest within 30 days from such 181^st date or date of determination and deposit the proceeds therefrom into the Collection

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Account within such 30-day time period; provided, however, that the foregoing 30-day requirement shall not apply to Right-to-Use Loans that are subject to the (1) the Servicemembers Civil Relief Act of 2003, (2) where the related Obligor is a debtor in a bankruptcy case, (3) where the related Obligor has demanded a UCC foreclosure or (4) where the related Obligor is a Foreign Obligor (other than Canadian Obligors).

(l)Notwithstanding any discretion provided in the Collection Policy, the initial Servicer hereby covenants that, with respect to a Timeshare Property underlying a Mortgage Loan that is 181 days past due or a Mortgage Loan that is less than 181 days past due but for the Servicer has determined should be “charged-off”, it will forward the Mortgage Loan to outside legal counsel to commence foreclosure proceedings and it will re-market such Timeshare Property within 30-days following completion of foreclosure date and deposit the proceeds therefrom into the Collection Account within such 30-day time period.

(m)The Servicer shall provide written notice to S&P of any material modification, waiver or amendment of the terms of any Timeshare Loan effected pursuant to Section 5.03(a)(xii) hereof.

SECTION 5.4.Servicer Events of Default.

(a)If any Servicer Event of Default shall have occurred and not been waived hereunder, the Indenture Trustee may, and upon notice from the Administrative Agent shall, terminate, on behalf of the Noteholders, by notice in writing to the Servicer, all of the rights and obligations of the Servicer, as Servicer under this Indenture.

(b)If any Authorized Officer of the Servicer shall have knowledge of the occurrence of a default by the Servicer hereunder, the Servicer shall promptly notify the Indenture Trustee, the Issuer, the Administrative Agent, S&P and each Purchaser, and shall specify in such notice the action, if any, the Servicer is taking in respect of such default. Unless consented to by the Administrative Agent, neither the Issuer nor the Indenture Trustee may waive any Servicer Event of Default.

(c)If any Servicer Event of Default shall have occurred and not been waived hereunder, the Indenture Trustee shall direct and the Servicer shall cause to be delivered notices to the Obligors related to the Timeshare Loans instructing such Obligors to remit payments in respect thereof to a lockbox account specified by the Indenture Trustee, such lockbox to be maintained as an Eligible Bank Account for the benefit of the Noteholders. The Indenture Trustee shall cause to be established a lockbox account in accordance with Section 3.1 hereof.

SECTION 5.5.Accountings; Statements and Reports.

(a)Monthly Servicer Report. Not later than the fourth Business Day preceding a Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Back-Up Servicer, the Qualified Hedge Counterparty, each Purchaser and the Administrative Agent a report (the “Monthly Servicer Report”) substantially in the form of Exhibit D hereto, detailing certain activity relating to the Timeshare Loans. The Monthly Servicer Report shall be completed with the information specified therein for the related Due Period and shall contain such other information

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as may be reasonably requested by the Issuer, the Indenture Trustee, any Purchaser or the Administrative Agent in writing at least five Business Days prior to the date on which the Servicer is required to deliver the Monthly Servicer Report. Each such Monthly Servicer Report shall be accompanied by an Officer’s Certificate of the Servicer in the form of Exhibit E hereto, certifying the accuracy of the computations reflected in such Monthly Servicer Report. The Servicer agrees to consult and cooperate with the Administrative Agent in the preparation of the Monthly Servicer Report.

(b)Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent and each Purchaser, an Officer’s Certificate on or about December 31 of each year commencing in 2014: (i) to the effect that a review of the activities of the Servicer’s performance under this Indenture during 2014 and each following year for so long as the Indenture is in effect has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

(c)Annual Accountants’ Reports. Within 120 days of the Servicer’s fiscal year end commencing with the end of the 2014 fiscal year, the Servicer shall:

(i)cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Indenture Trustee and the Administrative Agent), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous fiscal year and that, on the basis of such firms’ procedures, conducted substantially in compliance with standards established by the American Institute of Certified Public Accountants, nothing has come to the attention of such firm indicating that the Servicer has not complied with the minimum servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America (“USAP”), except for such significant exceptions or errors that, in the opinion of such firm, it is required to report;

(ii)cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Administrative Agent, to the effect that such firm has (A) read this Indenture, (B) has performed certain procedures, in accordance with USAP, with respect to the records and calculations set forth in the Monthly Servicer Reports delivered by the Servicer during the reporting period and certain specified documents and records relating to the servicing of the Timeshare Loans and the reporting requirements with respect thereto and (C) on the basis of such firm’s procedures, certifies that except for such exceptions as

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such firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (1) the information set forth in such Monthly Servicer Reports was correct; and (2) the servicing and reporting requirements have been conducted in compliance with this Indenture; and

(iii)cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Administrative Agent, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems.

In the event such independent public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 5.05(c), the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

(d)Report on Proceedings and Servicer Event of Default. (i) Promptly upon the Servicer’s becoming aware of any proposed or pending investigation of it by any Governmental Authority or any court or administrative proceeding which involves or may involve the possibility of materially and adversely affecting the properties, business, prospects, profits or conditions (financial or otherwise) of the Servicer and subsidiaries, as a whole, a written notice specifying the nature of such investigation or proceeding and what action the Servicer is taking or proposes to take with respect thereto and evaluating its merits, or (ii) immediately upon becoming aware of the existence of any condition or event which constitutes a Servicer Event of Default, a written notice to the Issuer, the Indenture Trustee, the Qualified Hedge Counterparty, each Purchaser and the Administrative Agent describing its nature and period of existence and what action the Servicer is taking or proposes to take with respect thereto.

(e)Reports. The initial Servicer will cause to be delivered all reports required to be delivered by Diamond Resorts Corporation under the Note Funding Agreement.

SECTION 5.6.Records.

The Servicer shall maintain all data for which it is responsible (including, without limitation, computerized tapes or disks) relating directly to or maintained in connection with the servicing of the Timeshare Loans (which data and records shall be clearly marked to reflect that the Timeshare Loans have been Granted to the Indenture Trustee on behalf of the Noteholders and constitute property of the Trust Estate) at the address specified in Section 13.2 hereof or, upon 15 days’ notice to the Issuer and the Indenture Trustee, at such other place where any Servicing Officer

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of the Servicer is located, and shall give the Issuer and the Indenture Trustee or their authorized agents access to all such information at all reasonable times, upon 72 hours’ written notice.

SECTION 5.7.Fidelity Bond; Errors and Omissions Insurance.

The Servicer shall maintain or cause to be maintained a fidelity bond and errors and omissions insurance with respect to the Servicer in such form and amount as is customary for institutions acting as custodian of funds in respect of timeshare loans or receivables on behalf of institutional investors. Any such fidelity bond or errors and omissions insurance shall be maintained in a form and amount that would meet the requirements of prudent institutional loan servicers.

No provision of this Section 5.7 requiring such fidelity bond and errors and omissions insurance policy shall diminish or relieve the Servicer from its duties and obligations as set forth in this Indenture. The Servicer shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and errors and omissions insurance policy which, by the terms of such fidelity bond and such errors and omissions insurance policy, the coverage afforded thereunder extends to the Servicer. Upon a request of the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee, a certification evidencing coverage under such fidelity bond or such errors and omissions insurance policy. Any such fidelity bond or errors and omissions insurance policy shall not be canceled or reduced without ten days’ prior written notice to the Indenture Trustee.

SECTION 5.8.Merger or Consolidation of the Servicer.

(a)The Servicer shall promptly provide written notice to the Indenture Trustee, the Administrative Agent and S&P of any merger or consolidation of the Servicer. The Servicer shall keep in full effect its existence, rights and franchise as a corporation under the laws of the state of its incorporation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture or any of the Timeshare Loans and to perform its duties under this Indenture.

(b)Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) is a company whose business includes the servicing of assets similar to the Timeshare Loans and shall be authorized to transact business in the state or states in which the related Timeshare Properties it is to service are situated; (ii) is a U.S. Person, and (iii) delivers to the Indenture Trustee (A) an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Noteholders, which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture and (B) an Opinion of Counsel as to the enforceability of such agreement.

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SECTION 5.9.Sub-Servicing.

(a)The Servicer may enter into one or more subservicing agreements with a subservicer so long as any such subservicer is reasonably acceptable to the Administrative Agent and the Servicer provides notice of such sub-servicing agreement to S&P. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a subservicer on behalf of the Servicer. Any subservicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Indenture. The Servicer will be responsible for compliance with the Fair Debt Collection Practices Act and any other applicable laws, rules or regulations by any entity to which the Servicer delegates its duties. The Servicer shall be solely responsible for any subservicing fees.

(b)Notwithstanding any subservicing agreement, the Servicer (and the Successor Servicer if it is acting as such pursuant to Section 5.16 hereof) shall remain obligated and liable for the servicing and administering of the Timeshare Loans in accordance with this Indenture without diminution of such obligation or liability by virtue of such subservicing agreement and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Timeshare Loans.

SECTION 5.10.Servicer Resignation.

The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (a) the Successor Servicer shall have assumed the responsibilities and obligations of the Servicer hereunder, (b) the Indenture Trustee shall have received the consent of the Administrative Agent and (c) the Indenture Trustee shall have provided written notice of such resignation to S&P. Upon such resignation, the Servicer shall comply with Section 5.4(b) hereof.

SECTION 5.11.Fees and Expenses.

As compensation for the performance of its obligations under this Indenture, the Servicer shall be entitled to receive on each Payment Date, from amounts on deposit in the Collection Account and in the priorities described in Section 3.4 and Section 6.6 hereof, the Servicing Fee and as additional compensation, the amounts described in Section 5.2(b) hereof. Other than Liquidation Expenses, the Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.

SECTION 5.12.Access to Certain Documentation.

Upon five Business Days’ prior written notice (or without prior written notice following a Servicer Event of Default), the Servicer will, from time to time during regular business hours, as requested by the Issuer, the Indenture Trustee, the Administrative Agent or any Purchaser which the Administrative Agent has confirmed holds at least 25% of the Outstanding Note Balance of the most senior Class of Notes then outstanding and, prior to the occurrence of a Servicer Event of Default, at the expense of the Issuer, the Indenture Trustee, the Administrative Agent or such Purchaser, and upon the occurrence and continuance of a Servicer Event of Default, at the expense

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of the Servicer, permit such Issuer, Indenture Trustee, Administrative Agent or any Purchaser of the most senior Class of Notes then Outstanding or its agents or representatives, as the case may be, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Servicer relating to the servicing of the Timeshare Loans serviced by it and (ii) to visit the offices and properties of the Servicer for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Timeshare Loans with any of the officers, employees or accountants of the Servicer having knowledge of such matters. Nothing in this Section 5.12 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 5.12.

SECTION 5.13.No Offset.

Prior to the termination of this Indenture, the obligations of Servicer under this Indenture shall not be subject to any defense, counterclaim or right of offset which the Servicer has or may have against the Issuer, the Indenture Trustee, the Administrative Agent or any Purchaser, whether in respect of this Indenture, any Timeshare Loan or otherwise.

SECTION 5.14.Cooperation.

The Indenture Trustee agrees to cooperate with the Servicer in connection with the Servicer’s preparation of the Monthly Servicer Report, including without limitation, providing account balances of Trust Accounts and notification of the Events of Default or Amortization Events and other information of which the Indenture Trustee has knowledge which may affect the Monthly Servicer Report.

SECTION 5.15.Indemnification, Third Party Claim.

The Servicer agrees to indemnify the Issuer, the Indenture Trustee, Backup Servicer, the Custodian, the Administrative Agent and the Purchasers (collectively, the “Indemnified Parties”) from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain (collectively, the “Indemnified Amounts”) because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture. The Servicer shall immediately notify the Issuer, the Administrative Agent and the Indenture Trustee if it has knowledge or should have knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.

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The Issuer agrees to indemnify, defend, and hold harmless the Indenture Trustee, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein or in the other Transaction Documents, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or negligence of such indemnified party. Indemnification under this paragraph of Section 5.15 by the Issuer shall survive the termination of this Indenture. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Issuer shall be subject to the priority of distributions in Sections 3.4 and 6.6, and such obligations are limited recourse obligations of the Issuer payable solely from the Trust Estate. Such indemnification shall include, but not be limited to, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, payments, costs or expenses relating to or arising out of (a) the conduct of any Diamond Resorts Entity and any Obligor of any transaction by electronic means, (b) the creation, generation, communication or transfer of Electronic Timeshare Loan Files by electronic means, (c) the utilization by any Diamond Resorts Entity of the web portal, the eOriginal System or software of eOriginal, (d) the failure of the eOriginal System to create and maintain a single Authoritative Copy of any document in any Electronic Timeshare Loan File or to otherwise conform to the eOriginal System description, except due to a modification made by or at the direction of the Custodian not in compliance with the terms of this Agreement or the Custodial Agreement or not at the direction of the Administrative Agent, (e) the negligence, or fraudulent or willful misconduct of eOriginal in connection with the Electronic Timeshare Loan Files and (f) any system failure, loss of data, data breach or other impairment with respect to, or any inability of the Custodian, the Servicer, any other Diamond Resorts Entity or the Administrative Agent to access, the eOriginal System or the Warehouse Vault Partition or the Electronic Timeshare Loan Files therein.

SECTION 5.16.Back-Up Servicer and Successor Servicer.

(a)Subject to the terms and conditions herein, the Issuer hereby appoints Wells Fargo Bank, National Association as the initial Back-Up Servicer hereunder. The Back-Up Servicer shall perform all of its duties hereunder in accordance with applicable law, the terms of this Indenture, the respective Timeshare Loans and, to the extent consistent with the foregoing, in accordance with the customary and usual procedures employed by the Back-Up Servicer with respect to comparable assets that the Back-Up Servicer services for itself or other Persons. The Back-Up Servicer shall be compensated for its services hereunder by the Back-Up Servicing Fee.

(b)Not later than the fourth Business Day preceding a Payment Date (unless otherwise requested more frequently by the Indenture Trustee), the Servicer shall prepare and deliver to the Back-Up Servicer: (i) a copy of the Monthly Servicer Report and all other reports and notices, if any, delivered to the Issuer and the Indenture Trustee (collectively, the “Monthly Reports”); (ii) a computer file or files stored on compact disc, magnetic tape or provided electronically, prepared in accordance with the record layout for data conversion attached hereto as Exhibit F and made a part hereof (the “Tape(s)”); and (iii) a computer file or files stored on compact disc, magnetic tape or provided electronically containing cumulative payment history for the Timeshare Loans, including

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servicing collection notes (the “Collection Reports”). The Tape(s) shall contain (y) all information with respect to the Timeshare Loans as of the close of business on the last day of the Due Period necessary to store the appropriate data in the Back-Up Servicer’s system from which the Back-Up Servicer will be capable of preparing a daily trial balance relating to the data and (z) an initial trial balance showing balances of the Timeshare Loans as of the last business day corresponding to the date of the Tape(s) (the “Initial Trial Balance”). The Back-Up Servicer shall have no obligations as to the Collection Reports other than to insure that they are able to be opened and read (which it shall determine promptly upon receipt). The Servicer shall give prompt written notice to the Indenture Trustee, the Back-Up Servicer and the Administrative Agent of any modifications in the Servicer’s servicing systems.

(c)The Back-Up Servicer shall use the Tape(s) and Initial Trial Balance to ensure that the Monthly Reports are complete on their face and the following items in such Monthly Reports have been accurately calculated, if applicable, and reported: (i) the Aggregate Loan Balance, (ii) the Aggregate Outstanding Note Balance, as well as the Outstanding Note Balance of each of the Class A Notes and the Class B Notes, (iii) the payments to be made pursuant to Section 3.4 hereof, (iv) the Default Level, (v) the Delinquency Level and (vi) Gross Excess Spread Level. The Back-Up Servicer shall give prompt written notice to the Indenture Trustee and the Administrative Agent of any discrepancies discovered pursuant to its review of the items required by this Section 5.16(c) or if any of the items in Section 5.16(b) cannot be open and read.

(d)Other than the duties specifically set forth in this Indenture and those additional standard reports or services the Servicer or the Indenture Trustee may request of the Back-Up Servicer from time to time, the Back-Up Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Back-Up Servicer shall have no liability for any action taken or omitted to be taken by the Servicer.

(e)From and after the receipt by the Servicer of a written termination notice pursuant to Section 5.4(a) hereof, the resignation of the Servicer pursuant to Section 5.10 hereof, and upon written notice thereof to the Back-Up Servicer from the Indenture Trustee, all authority and power of the Servicer under this Indenture, whether with respect to the Timeshare Loans or otherwise, shall pass to and be vested in the Back-Up Servicer, as the Successor Servicer, on the Assumption Date (as defined in Section 5.16(f) hereof).

(f)The Servicer shall perform such actions as are reasonably necessary to assist the Indenture Trustee and the Successor Servicer in such transfer of the Servicer’s duties and obligations pursuant to Section 5.16(e) hereof. The Servicer agrees that it shall promptly (and in any event no later than five Business Days subsequent to its receipt of the notice of termination) provide the Successor Servicer (with costs being borne by the Servicer) with all documents and records (including, without limitation, those in electronic form) reasonably requested by it to enable the Successor Servicer to assume the Servicer’s duties and obligations hereunder, and shall cooperate with the Successor Servicer in effecting the assumption by the Successor Servicer of the Servicer’s obligations hereunder, including, without limitation, the transfer within two Business Days to the Successor Servicer for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans (provided, however, that the Servicer shall

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continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). If the Servicer fails to undertake such action as is reasonably necessary to effectuate such transfer of its duties and obligations, the Indenture Trustee, or the Successor Servicer if so directed by the Indenture Trustee, is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary to effect the purposes of such notice of termination. Promptly after receipt by the Successor Servicer of such documents and records, the Successor Servicer will commence the performance of such servicing duties and obligations as successor Servicer in accordance with the terms and conditions of this Indenture (such date, the “Assumption Date”), and from and after the Assumption Date the Successor Servicer shall receive the Servicing Fee and agrees to and shall be bound by all of the provisions of this Article V and any other provisions of this Indenture relating to the duties and obligations of the Servicer, except as otherwise specifically provided herein.

(i)Notwithstanding anything contained in this Indenture to the contrary, the Successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the Servicer relating to the Timeshare Loans (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the Successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Successor Servicer agrees to use its best efforts to prevent further Continued Errors. In the event that the Successor Servicer becomes aware of Errors or Continued Errors, the Successor Servicer shall, with the prior consent of the Administrative Agent, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and shall be entitled to recover its costs thereby.

(ii)The Successor Servicer shall have: (A) no liability with respect to any obligation which was required to be performed by the terminated or resigned Servicer prior to the Assumption Date or any claim of a third party based on any alleged action or inaction of the terminated or resigned Servicer, (B) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (C) no obligation to pay any taxes required to be paid by the Servicer, (D) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (E) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer.

(g)In the event that Wells Fargo Bank, National Association as the initial Back-Up Servicer is terminated for any reason, or fails or is unable to act as Back-Up Servicer and/or as Successor Servicer, the Indenture Trustee may enter into a back-up servicing agreement with a back-up servicer, and may appoint a successor servicer to act under this Indenture, in either event on such

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terms and conditions as are provided herein as to the Back-Up Servicer or the Successor Servicer, as applicable, or on such other terms and conditions as may be reasonably acceptable to the Administrative Agent and provided that the Indenture Trustee provides prior written notice of entering into such an agreement or such appointment, as the case may be, to S&P.

SECTION 5.17.Limitation of Liability.

It is expressly understood and agreed by the parties hereto that DFS is executing this Indenture solely as Servicer and DFS undertakes to perform such duties and only such duties as are specifically set forth in this Indenture applicable to the Servicer. It is expressly understood and agreed by the parties hereto that Wells Fargo Bank, National Association, other than in its capacity as Indenture Trustee, is executing this Indenture solely as Custodian and Back-Up Servicer, and Wells Fargo Bank, National Association undertakes to perform such duties and only such duties as are specifically set forth in this Indenture applicable to the Custodian, the Back-Up Servicer, the Back-Up Servicer as Successor Servicer, and the Indenture Trustee, as the case may be.

SECTION 5.18.Recordation.

The Servicer agrees to cause all evidences of recordation of the original Mortgage and Installment Sale Notice to be delivered to the Custodian to be held as part of the Timeshare Loan Files. After the occurrence of an event which, but for the passage of time or the giving of notice or both, would constitute an Event of Default, if so directed by the Administrative Agent, the Indenture Trustee shall cause either the Custodian or a third party appointed by the Indenture Trustee to complete the assignments of mortgage and (at the Servicer’s expense) record such assignments of mortgage in all appropriate jurisdictions.

SECTION 5.19.St. Maarten Notice.

Within 45 days of any Funding Date or any Transfer Date (with respect to a Qualified Substitute Timeshare Loan), as the case may be, the Servicer shall give notice to each Obligor under a Timeshare Loan with respect to any Resort in the territory of St. Maarten that such Timeshare Loan has been transferred and assigned to the Indenture Trustee, in trust, for the benefit of the Noteholders. Such notice may include any notice or notices that the Issuer’s predecessors in title to the Timeshare Loan may give to the same Obligor with respect to any transfers and assignments of the Timeshare Loan by such predecessors. Such notice shall be in the form attached hereto as Exhibit G, as the same may be amended, revised or substituted by the Indenture Trustee and the Servicer from time to time.

ARTICLE VI.EVENTS OF DEFAULT; REMEDIES

SECTION 6.1.[Reserved].

SECTION 6.2.Acceleration of Maturity; Rescission and Annulment.

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(a)If an Event of Default of the kind specified in clause (e) or clause (f) of the definition of “Event of Default” occurs, each Class of Notes shall automatically become due and payable at the Outstanding Note Balance together with all accrued and unpaid interest thereon. If an Event of Default (other than an Event of Default of the kind described in the preceding sentence) shall occur and is continuing, the Indenture Trustee shall, upon notice from the Administrative Agent, declare each Class of Notes to be immediately due and payable at the Outstanding Note Balance of each Class of Notes together with all accrued and unpaid interest thereon. Upon any such declaration or automatic acceleration, the Aggregate Outstanding Note Balance of the Notes together with all accrued and unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer. The Indenture Trustee shall promptly send a notice of any declaration or automatic acceleration to the Administrative Agent, each Purchaser and S&P.

(b)At any time after such a declaration of acceleration has been made, or after such acceleration has automatically become effective and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Administrative Agent by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i)the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (without duplication):

(A)all principal due on each Class of Notes which has become due otherwise than by such declaration of acceleration and interest thereon from the date when the same first became due until the date of payment or deposit at the applicable Note Rate,

(B)all interest due with respect to each Class of Notes and, to the extent that payment of such interest is lawful, interest upon overdue interest from the date when the same first became due until the date of payment or deposit at a rate per annum equal to the applicable Note Rate, and

(C)all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of each of the Indenture Trustee, the Servicer and the Lockbox Banks, its agents and counsel;

and

(ii)all Events of Default with respect to the Notes, other than the non-payment of the Outstanding Note Balance of each Class of Notes which became due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13 hereof.

No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

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(c)The Indenture Trustee shall provide notice to the Qualified Hedge Counterparty of the occurrence of an Event of Default for which it has received written notice and any acceleration of the Notes hereunder.

SECTION 6.3.Remedies.

(a)If an Event of Default with respect to the Notes occurs and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall immediately give notice to the Administrative Agent, each Purchaser, each Noteholder and the Qualified Hedge Counterparty as set forth in Section 7.2 hereof and shall solicit the Administrative Agent for advice. The Indenture Trustee shall then take such action as so directed by the Administrative Agent subject to the provisions of this Indenture.

(b)Following any acceleration of the Notes, the Indenture Trustee shall have all of the rights, powers and remedies with respect to the Trust Estate as are available to secured parties under the UCC or other applicable law, subject to subsection (d) below. Such rights, powers and remedies may be exercised by the Indenture Trustee in its own name as trustee of an express trust.

(c)(i)    If an Event of Default specified in clause (a) of the definition of “Event of Default” occurs and is continuing, the Indenture Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the Aggregate Outstanding Note Balance and interest remaining unpaid with respect to the Notes.

(i)If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion, and at the instruction of the Administrative Agent shall, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate judicial or other proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. The Indenture Trustee shall notify the Issuer, the Administrative Agent, the Servicer, S&P and the Noteholders of any such action.

(d)If the Indenture Trustee shall have received instructions within 45 days from the date notice pursuant to Section 6.3(a) hereof is first given from the Administrative Agent, to the effect that such Persons approve of or request the liquidation of the Timeshare Loans or upon an Event of Default set forth in clause (e) or clause (f) of the definition of “Event of Default”, the Indenture Trustee shall to the extent lawful promptly sell, dispose of or otherwise liquidate the Timeshare Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids; provided, however, that, upon an Event of Default set forth in clause (e) or clause (f) of the definition of “Event of Default”, the Administrative Agent may notify the Indenture Trustee that such liquidation shall not occur. The Indenture Trustee may obtain a prior determination from any conservator, receiver or liquidator of the Issuer that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable.

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SECTION 6.4.Indenture Trustee May File Proofs of Claim.

(a)In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or the property of the Issuer, the Indenture Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel) and of the Noteholders allowed in such judicial proceeding;

(ii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and

(iii)to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter;

and any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee and to pay to the Indenture Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 7.6 hereof.

(b)Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder, the Administrative Agent or any Purchaser any plan of reorganization, agreement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

SECTION 6.5.Indenture Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture, the Notes, the Timeshare Loans or the other assets constituting the Trust Estate may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provisions for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture

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Trustee and any predecessor Indenture Trustee, their agents and counsel, be for the benefit of the Noteholders in respect of which such judgment has been recovered, and pursuant to the priorities contemplated by Section 3.4 hereof.

SECTION 6.6.Allocation of Money Collected.

Subject to the following paragraph, if the Notes have been declared, have automatically become, or otherwise become due and payable following an Event of Default and such declaration or automatic acceleration has not been rescinded or annulled, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the Reserve Account, shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of such money on account of principal or interest, without presentment of any Notes:

(i)to the Indenture Trustee, the Custodian and the Back-Up Servicer, ratably based on their respective entitlements, any unpaid amounts due under the Indenture;

(ii)to the Qualified Hedge Counterparty, any payments due to the Hedge Counterparty under any Hedge Agreement, if any (other than any termination payment with respect to which the Qualified Hedge Counterparty is the “Defaulting Party” or the sole “Affected Party” (as such terms are defined in the applicable Hedge Agreement;

(iii)to the Servicer, any unpaid Servicing Fees; provided, however, that immediately after receipt of such Servicing Fees, the Servicer shall remit the Issuer’s portion of any then due and owing Lockbox Bank Fees to each Lockbox Bank;

(iv)to the Administrative Agent, any unpaid Administrative Agent Fees;

(v)to each Class A Noteholder and Class B Noteholder, its Non-Usage Fees pro rata based on the Class A Percentage Interest and the Class B Percentage Interest, respectively;

(vi)to each Class A Noteholder, the Interest Distribution Amount for the Class A Notes based on the Class A Percentage Interest;

(vii)to each Class A Noteholder, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero;

(viii)to each Class B Noteholder, the Interest Distribution Amount for the Class B Notes based on the Class B Percentage Interest;

(ix)to each Class B Noteholder, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero;

(x)to each Class A Noteholder, its portion of the Deferred Interest Distribution Amount based on the Class A Percentage Interest;

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(xi)to each Class B Noteholder, its portion of the Deferred Interest Distribution Amount based on the Class B Percentage Interest;

(xii)to each Purchaser, to the extent applicable, all other amounts due and unpaid under any Transaction Document;

(xiii)to the Hedge Counterparty, any amounts due under the Hedge Agreements not paid in (ii) above; and

(xiv)to the Issuer, any remaining amounts.

Notwithstanding the foregoing paragraph, if the Notes have become due and payable following an Event of Default specified in clause (e) or (f) of the definition of “Event of Default” and the Indenture Trustee shall not have effected a sale of the assets pursuant to Section 6.16 hereof comprising the Trust Estate, any money collected by the Indenture Trustee in respect of the Trust Estate shall be applied in accordance with the priorities specified in Section 3.4 hereof.

SECTION 6.7.Limitation on Suits.

No Noteholder, solely by virtue of its status as Noteholder, shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, unless the Holders of Notes evidencing not less than 50% of the Outstanding Note Balance of each Class of Notes of the Notes then Outstanding shall have made written request upon the Indenture Trustee to institute such action, suit or proceeding in its own name as Indenture Trustee hereunder and shall have offered to the Indenture Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Indenture Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent with such written request has been given such Indenture Trustee during such 60-day period by the Administrative Agent; it being understood and intended, and being expressly covenanted by each Noteholder with every other Noteholder and the Indenture Trustee, that no one or more Noteholders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Notes, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the benefit of all Noteholders. For the protection and enforcement of the provisions of this Section 6.7, each and every Noteholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 6.8.Unconditional Right of Noteholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, other than the provisions hereof limiting the right to recover amounts due on the Notes to recoveries from the property comprising the Trust Estate, the Holder of any Note and each Purchaser (as a beneficial holder of a Note) shall have the absolute and unconditional right to receive payment of the principal of and interest on such

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Note as such payments of principal and interest become due, including the Rated Final Maturity Date, and such right shall not be impaired without the consent of such Noteholder or such Purchaser.

SECTION 6.9.Restoration of Rights and Remedies.

If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Indenture Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Indenture Trustee and the Noteholders continue as though no such proceeding had been instituted.

SECTION 6.10.Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes in Section 2.5(f) hereof, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11.Delay or Omission Not Waiver.

No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

SECTION 6.12.Control by Administrative Agent.

Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) through (iii) hereof have been satisfied in full, the Administrative Agent shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee, with respect to the Notes. Notwithstanding the foregoing:

(i)no such direction shall be in conflict with any rule of law or with this Indenture;

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(ii)the Indenture Trustee shall not be required to follow any such direction which the Indenture Trustee reasonably believes might result in any personal liability on the part of the Indenture Trustee for which the Indenture Trustee is not adequately indemnified; and

(iii)the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to the Administrative Agent and each Noteholder.

SECTION 6.13.Waiver of Events of Default.

(a)The Administrative Agent may, by one or more instruments in writing, waive any Event of Default on behalf of all Noteholders hereunder and its consequences, except a continuing Event of Default:

(i)in respect of the payment of the principal of or interest on any Note (which may only be waived by the Holder of such Note), or

(ii)in respect of a covenant or provision hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holder of each Outstanding Note affected (which only may be waived by the Holders of all Outstanding Notes affected).

(b)A copy of each waiver pursuant to Section 6.13(a) hereof shall be furnished by the Issuer to the Indenture Trustee, each Noteholder, each Purchaser and the Administrative Agent. Upon any such waiver, such Event of Default shall cease to exist and shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

SECTION 6.14.Undertaking for Costs.

All parties to this Indenture agree (and each Holder of any Note by its acceptance thereof shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to any suit instituted by the Indenture Trustee or to any suit instituted by the Administrative Agent or a Purchaser for the enforcement of the payment of the principal of or interest on any Note on or after the maturities for such payments, including the Rated Final Maturity Date as applicable.

SECTION 6.15.Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any

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stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.16.Sale of Trust Estate.

(a)The power to effect any sale of any portion of the Trust Estate pursuant to Section 6.3 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate so allocated shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale.

(b)To the extent permitted by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(d) hereof.

(c)In connection with a sale of all or any portion of the Trust Estate:

(i)any one or more of the Noteholders, the Purchasers or the owners of the beneficial interests in the Issuer may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;

(ii)the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring its interest without representation or warranty and without recourse in any portion of the Trust Estate in connection with a sale thereof,

(iii)the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;

(iv)no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and

(v)the method, manner, time, place and terms of any, sale of all or any portion of the Trust Estate shall be commercially reasonable.

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SECTION 6.17.Action on Notes.

The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture or any other Transaction Document shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture or any other Transaction Document. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with the provisions of this Indenture.

SECTION 6.18.Performance and Enforcement of Certain Obligations.

Promptly following a request from the Indenture Trustee, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Diamond Resorts Parties of each of their respective obligations to the Issuer under or in connection with the Sale Agreement and any other Transaction Document and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement or any other Transaction Document to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of a Diamond Resorts Party thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Diamond Resorts Parties of each of their obligations under the Sale Agreement and the other Transaction Documents.

ARTICLE VII.THE INDENTURE TRUSTEE

SECTION 7.1.Certain Duties.

(a)The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee (including, without limitation, the duties referred to in Article V hereof during the continuance of a Servicer Event of Default, or a Servicer Event of Default resulting in the appointment of the Back-Up Servicer as Successor Servicer pursuant to Article V hereof).

(b)In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, provided however, the Indenture Trustee shall not be required to verify or recalculate the contents thereof.

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(c)In case an Event of Default or a Servicer Event of Default (resulting in the appointment of the Back-Up Servicer as Successor Servicer) has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided, however, that no provision in this Indenture shall be construed to limit the obligations of the Indenture Trustee to provide notices under Section 7.2 hereof.

(d)The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity (which may be in the form of written assurances) against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(e)No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this Section 7.1(e) shall not be construed to limit the effect of Section 7.1(a) and (b) hereof;

(ii)the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Indenture Trustee shall have been negligent in ascertaining the pertinent facts; and

(iii)the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the holders of the requisite principal amount of the outstanding Notes, or in accordance with any written direction delivered to it under Section 6.2(a) hereof, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

(f)Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 7.1.

(g)The Indenture Trustee makes no representations or warranties with respect to the Timeshare Loans.

(h)Notwithstanding anything to the contrary herein, the Indenture Trustee is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 7.2.Notice of Events of Default and Amortization Events.

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The Indenture Trustee shall promptly (but in any event within three Business Days) notify the Issuer, the Servicer, the Purchasers, the Administrative Agent, the Qualified Hedge Counterparty and the Noteholders upon a Responsible Officer obtaining actual knowledge of any event which constitutes a Amortization Event, an Event of Default or a Servicer Event of Default or would constitute a Amortization Event, an Event of Default or a Servicer Event of Default but for the requirement that notice be given or time elapse or both, provided, however, that this Section 7.2 shall not limit the obligations of the Indenture Trustee to provide notices expressly required by this Indenture. The Indenture Trustee shall promptly notify S&P of any event which would constitute an Event of Default or a Servicer Event of Default or would trigger or would constitute an Event of Default or a Servicer Event of Default but for the requirement that notice be given or time elapse or both.

SECTION 7.3.Certain Matters Affecting the Indenture Trustee.

Subject to the provisions of Section 7.1:

(a)The Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)Any request or direction of any Noteholders, the Issuer, or the Servicer mentioned herein shall be in writing;

(c)Whenever in the performance of its duties hereunder the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or Opinion of Counsel;

(d)The Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be deemed authorization in respect of any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon;

(e)Prior to the occurrence of a Amortization Event, an Event of Default, or a Servicer Event of Default, or after the curing of all Amortization Events, Events of Default or Servicer Events of Default which may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper document, unless requested in writing so to do by the Administrative Agent; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the reasonable opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall

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be paid by the Servicer or, if paid by the Indenture Trustee, shall be reimbursed by the Servicer upon demand;

(f)The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian (which may be Affiliates of the Indenture Trustee) and the Indenture Trustee shall not be liable for any acts or omissions of such agents, attorneys or custodians appointed with due care by it hereunder; and

(g)Delivery of any reports, information and documents to the Indenture Trustee provided for herein is for informational purposes only (unless otherwise expressly stated) and the Indenture Trustee’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein, including the Servicer’s or the Issuer’s compliance with any of its representations, warranties or covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 7.4.Indenture Trustee Not Liable for Notes or Timeshare Loans.

(a)The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or any Transaction Document, the Notes (other than the authentication thereof) or of any Timeshare Loan. The Indenture Trustee shall not be accountable for the use or application by the Issuer of funds paid to the Issuer in consideration of conveyance of the Timeshare Loans to the Trust Estate.

(b)The Indenture Trustee shall have no responsibility or liability for or with respect to the validity of any security interest in any property securing a Timeshare Loan; the existence or validity of any Timeshare Loan, the validity of the assignment of any Timeshare Loan to the Trust Estate or of any intervening assignment; the review of any Timeshare Loan, any Timeshare Loan File, the completeness of any Timeshare Loan File, the receipt by the Custodian of any Timeshare Loan or Timeshare Loan File (it being understood that the Indenture Trustee has not reviewed and does not intend to review such matters); the performance or enforcement of any Timeshare Loan; the compliance by the Issuer or the Servicer with any covenant or the breach by the Issuer or the Servicer of any warranty or representation made hereunder or in any Transaction Document or the accuracy of any such warranty or representation; the acts or omissions of the Issuer, the Servicer or any Obligor; or any action of the Servicer or the Servicer taken in the name of the Indenture Trustee.

(c)If the Indenture Trustee acts as Successor Servicer hereunder, it shall be entitled to the protections of Section 7.4(b).

SECTION 7.5.Indenture Trustee May Own Notes.

The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights as it would have if it were not Indenture Trustee.

SECTION 7.6.Indenture Trustee’s Fees and Expenses.

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On each Payment Date, the Indenture Trustee shall be entitled to the Indenture Trustee Fee and reimbursement of Indenture Trustee Expenses in the priority provided in Section 3.4 or Section 6.6 hereof.

SECTION 7.7.Eligibility Requirements for Indenture Trustee.

Other than the initial Indenture Trustee, the Indenture Trustee hereunder shall at all times (a) be a corporation, depository institution, national banking association or trust company organized and doing business under the laws of the United States of America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, (b) be subject to supervision or examination by federal or state authority, (c) be capable of maintaining an Eligible Bank Account, (d) have a long-term unsecured debt rating of not less than “A2” from Moody’s, “A” from S&P or “A” from Fitch and (e) shall be acceptable to the Administrative Agent. If such institution publishes reports of condition at least annually, pursuant to or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 7.7, the combined capital and surplus of such institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 7.7, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 7.8 hereof.

SECTION 7.8.Resignation or Removal of Indenture Trustee.

(a)The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, the Noteholders, the Purchasers and the Administrative Agent. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 hereof not objected to by the Administrative Agent within 30 days after prior written notice, by written instrument, in quintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the successor Indenture Trustee, the predecessor Indenture Trustee and S&P. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(b)If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrative Agent may direct, and the Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 not objected to by the Administrative Agent, within 30 days after prior written notice, by written instrument, one counterpart of which

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instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Purchaser, the Administrative Agent, the successor Indenture Trustee and the predecessor Indenture Trustee.

(c)Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

SECTION 7.9.Successor Indenture Trustee.

(a)Any successor Indenture Trustee appointed as provided in Section 7.8 hereof shall execute, acknowledge and deliver to each of the Servicer, the Issuer, the Administrative Agent, the Purchasers, the Noteholders and to its predecessor Indenture Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder with like effect as if originally named a Indenture Trustee. The predecessor Indenture Trustee shall deliver or cause to be delivered to the successor Indenture Trustee or its custodian any Transaction Documents and statements held by it or its custodian hereunder; and the Servicer and the Issuer and the predecessor Indenture Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for the full and certain vesting and confirmation in the successor Indenture Trustee of all such rights, powers, duties and obligations.

(b)In case of the appointment hereunder of a successor Indenture Trustee with respect to the Notes, the Issuer, the retiring Indenture Trustee and each successor Indenture Trustee with respect to the Notes shall execute and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes to which the appointment of such successor Indenture Trustee relates and (ii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Trust Estate hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same allocated trust and that each such Indenture Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein and each such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes to which the appointment of such successor Indenture Trustee relates; but, on request of the Issuer or any successor Indenture Trustee, such retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder with respect to the Notes of that or those to which the appointment of such successor Indenture Trustee relates.

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Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in the preceding paragraph.

(c)No successor Indenture Trustee shall accept appointment as provided in this Section 7.9 unless at the time of such acceptance such successor Indenture Trustee shall be eligible under the provisions of Section 7.7 hereof.

(d)Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 7.9, the Servicer shall mail notice of the succession of such Indenture Trustee hereunder to each Noteholder at its address as shown in the Note Register. If the Servicer fails to mail such notice within ten days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer and the Servicer.

SECTION 7.10.Merger or Consolidation of Indenture Trustee.

Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided, however, such corporation shall be eligible under the provisions of Section 7.7 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

SECTION 7.11.Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)At any time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee, the Servicer or the Administrative Agent, by an instrument in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more individuals or corporations to act as separate trustee or separate trustees or co-trustee, acting jointly with the Indenture Trustee, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and liable for the obligations of the Indenture Trustee under this Indenture. The Indenture Trustee shall promptly send a notice of any such appointment to S&P.

(b)The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the

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instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or separate trustees or co-trustees jointly with the Indenture Trustee subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Indenture Trustee its attorney-in-fact and Administrative Agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its name. In any case any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all assets, property, rights, power duties and obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.

(c)All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11.

(d)Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder.

If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee.

(e)Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to.

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(f)Upon either the appointment of a separate trustee or co-trustee, or the removal of a separate trustee or co-trustee, the Indenture Trustee shall give prompt notice of such action by written instrument to each of the Issuer, the Servicer, the Noteholders and the Administrative Agent.

(g)Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

SECTION 7.12.Note Registrar Rights.

So long as the Indenture Trustee is the Note Registrar, the Note Registrar shall be entitled to the rights, benefits and immunities of the Indenture Trustee as set forth in this Article VII to the same extent and as fully as though named in place of the Indenture Trustee.

SECTION 7.13.Authorization.

The Indenture Trustee is hereby authorized to enter into and perform each of the Transaction Documents.

ARTICLE VIII.COVENANTS

SECTION 8.1.Payment of Principal and Interest.

The Issuer will cause the due and punctual payment of the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture.

SECTION 8.2.Maintenance of Office or Agency; Chief Executive Office.

The Issuer will maintain an office or agency in the State of Delaware at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.

SECTION 8.3.Money for Payments to Noteholders to be Held in Trust.

(a)All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Accounts pursuant to Section 3.2, Section 3.3, Section 3.4 or Section 6.6 hereof shall be made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the Collection Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 8.3, in Section 3.4 hereof or Section 6.6 hereof.

(b)In making payments hereunder, the Indenture Trustee will hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided.

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(c)Except as required by applicable law, any money held by the Indenture Trustee in trust for the payment of any amount due with respect to any Note and remaining unclaimed for three years after such amount has become due and payable to the Noteholder shall be discharged from such trust and, subject to applicable escheat laws, and so long as no Event of Default has occurred and is continuing, paid to the Issuer upon request; otherwise, such amounts shall be redeposited in the Collection Account as Available Funds, and such Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease.

SECTION 8.4.Existence; Merger; Consolidation, etc.

(a)The Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware, and will obtain and preserve its qualification to do business as a foreign statutory trust in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or any of the Timeshare Loans.

(b)The Issuer shall at all times observe and comply in all material respects with (i) all laws applicable to it, (ii) all requirements of law in the declaration and payment of distributions and (iii) all requisite and appropriate formalities in the management of its business and affairs and the conduct of the transactions contemplated hereby.

(c)The Issuer shall not (i) consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person or (ii) commingle its assets with those of any other Person.

(d)The Issuer shall not become an “investment company” or under the “control” of an “investment company” as such terms are defined in the 1940 Act (taking into account not only the general definition of the term “investment company” but also any available exceptions to such general definition); provided, however, that the Issuer shall be in compliance with this Section 8.4 if it shall have obtained an order exempting it from regulation as an “investment company” so long as it is in compliance with the conditions imposed in such order.

SECTION 8.5.Protection of Trust Estate; Further Assurances.

The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance, and other instruments, and will take such other action as may be necessary or advisable to:

(i)Grant more effectively the assets comprising all or any portion of the Trust Estate;

(ii)maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof;

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(iii)publish notice of, or protect the validity of, any Grant made or to be made by this Indenture and perfect the security interest contemplated hereby in favor of the Indenture Trustee in each of the Timeshare Loans and all other property included in the Trust Estate; provided, however, that the Issuer shall not be required to cause the recordation of the Indenture Trustee’s name as lienholder on the related title documents for the Timeshare Properties so long as no Event of Default has occurred and is continuing;

(iv)enforce or cause the Servicer to enforce any of the Timeshare Loans in accordance with the Servicing Standard, provided, however, the Issuer will not cause the Servicer to obtain on behalf of the Indenture Trustee or the Noteholders, any Timeshare Property or to take any actions with respect to any property the result of which would adversely affect the interests of the Indenture Trustee or the Noteholders (including, but not limited to actions which would cause the Indenture Trustee or the related Noteholders to be considered a holder of title, mortgagee-in-possession, or otherwise, or an “owner” or “operator” of Timeshare Property not in compliance with applicable environmental statutes); and

(v)preserve and defend title to the Timeshare Loans (including the right to receive all payments due or to become due thereunder), the interests in the Timeshare Properties, or other property included in the Trust Estate and preserve and defend the rights of the Indenture Trustee in the Trust Estate (including the right to receive all payments due or to become due thereunder) against the claims of all Persons and parties other than as permitted hereunder.

The Issuer, upon the Issuer’s failure to do so, hereby irrevocably designates the Indenture Trustee and the Servicer, severally, its agents and attorneys-in-fact to execute any financing statement or continuation statement or assignment of Mortgage required pursuant to this Section 8.5; provided, however, that such designation shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance of the Issuer with the foregoing covenants, and provided, further, that the duty of the Indenture Trustee to execute any instrument required pursuant to this Section 8.5 shall arise only if a Responsible Officer of the Indenture Trustee has actual knowledge of any failure of the Issuer to comply with the provisions of this Section 8.5.

SECTION 8.6.Additional Covenants.

(a)The Issuer will not:

(i)sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture;

(ii)claim any credit on, or make any deduction from, the principal of, or interest on, any of the Notes by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate;

(iii)(A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the lien of this Indenture to be amended, hypothecated,

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subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof other than the lien of this Indenture, or (C) except as otherwise contemplated in this Indenture, permit the lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate; or

(iv)take any other action or fail to take any actions which may cause the Issuer to be classified as (A) an association that is taxable as a corporation pursuant to Section 7701 of the Code, (B) a publicly traded partnership that is taxable as a corporation pursuant to Section 7704 of the Code or (C) a taxable mortgage pool that is taxable as a corporation pursuant to Section 7701(i) of the Code.

(b)Notice of Events of Default and Amortization Events. Immediately, but in no event more than three Business Days, upon becoming aware of the existence of any condition or event which constitutes a Default or an Event of Default, a Servicer Event of Default or a Amortization Event, the Issuer shall deliver to the Indenture Trustee, the Administrative Agent and each Purchaser a written notice describing its nature and period of existence and what action the Issuer is taking or proposes to take with respect thereto.

(c)Report on Proceedings. Promptly upon the Issuer’s becoming aware of (i) any proposed or pending investigation of it by any governmental authority or agency; or (ii) any pending or proposed court or administrative proceeding which involves or may involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of the Issuer, the Issuer shall deliver to the Indenture Trustee, each Purchaser, the Administrative Agent and S&P a written notice specifying the nature of such investigation or proceeding and what action the Issuer is taking or proposes to take with respect thereto and evaluating its merits.

(d)    17g-5. The Issuer will comply and will cause Parent to comply with the representations, certifications and covenants made by it in each engagement letter with any Rating Agency, including any representation, certification or covenant provided by it to such Rating Agency in connection with Rule 17g-5(a)(iii) of the Exchange Act (“Rule 17g-5”), and will make accessible to any non-hired nationally recognized statistical rating organization all information provided by it to any Rating Agency in connection with the issuance and monitoring of the credit ratings on each Class of Notes in accordance with Rule 17g-5.

SECTION 8.7.Taxes.

The Issuer shall timely file all required tax returns and pay all taxes when due and payable or levied against its assets, properties or income, including any property that is part of the Trust Estate, except to the extent the Issuer is contesting the same in good faith and has set aside adequate reserves in accordance with generally accepted accounting principles for the payment thereof. The Issuer shall be disregarded for federal income tax purposes.

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SECTION 8.8.Treatment of Notes as Debt for Tax Purposes.

The Issuer shall treat the Notes as indebtedness for all federal, state and local income and franchise tax purposes.

SECTION 8.9.[Reserved].

SECTION 8.10.Further Instruments and Acts.

Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE IX.SUPPLEMENTAL INDENTURES

SECTION 9.1.[Reserved].

SECTION 9.2.Supplemental Indentures.

With the written consent of the Administrative Agent (and, to the extent such amendment would have a material adverse effect on such party, the Qualified Hedge Counterparty and the Hedge Collateral Account Bank) delivered to the Issuer and the Indenture Trustee, the Issuer and by an Issuer Order, the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture. The Indenture Trustee shall promptly deliver to the Administrative Agent, each Qualified Hedge Counterparty, the Hedge Collateral Account Bank and S&P a copy of any supplemental indenture entered into pursuant to Section 9.2 hereof.

SECTION 9.3.Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture pursuant to Section 9.2 hereof without the consent of each Holder of the Notes to the execution of the same, or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and (subject to Section 7.1 hereof) shall be, fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any supplemental indenture which affects the Indenture Trustee’s own rights, duties, obligations, or immunities under this Indenture or otherwise.

SECTION 9.4.Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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SECTION 9.5.Reference in Notes to Supplemental Indentures.

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. New Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X.BORROWINGS

SECTION 10.1.Optional Borrowings. On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:

(i)the Custodian shall have delivered to the Administrative Agent the applicable Trust Receipt (with copies to parties specified in the Custodial Agreement) with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;

(ii)no Funding Termination Event has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;

(iii)after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Aggregate Outstanding Note Balance shall not exceed the Maximum Facility Balance and each Borrowing shall not exceed the Available Borrowing Amount;

(iv)after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Hedge Requirements shall be satisfied;

(v)no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;

(vi)the Servicer shall have delivered to the Administrative Agent, each Purchaser and the Indenture Trustee, a Borrowing Notice; and

(vii)each of the conditions set forth in the Note Funding Agreement shall have been satisfied, as certified to the Indenture Trustee, each Purchaser and the Administrative Agent in an Officer’s Certificate of the Issuer substantially in the form attached hereto as Exhibit I.

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ARTICLE XI.SATISFACTION AND DISCHARGE

SECTION 11.1.Satisfaction and Discharge of Indenture.

(a)This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(i)either:

(A)all Notes theretofore authenticated and delivered (other than (1) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.5 hereof and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 8.3(c) hereof) have been delivered to the Indenture Trustee for cancellation upon payment and discharge or the entire indebtedness on such Notes; or

(B)the final installments of principal on all such Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at the earlier of the Stated Maturity and the Rated Final Maturity Date, as applicable within one year, and the Issuer has irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes to the date of such deposit (in the case of Notes which have become due and payable) or to the earlier of the Stated Maturity and the Rated Final Maturity Date, upon the delivery of such Notes to the Indenture Trustee for cancellation,

(ii)the Issuer and the Servicer have paid or caused to be paid all other sums payable hereunder by the Issuer and the Servicer to the Indenture Trustee for the benefit of the Noteholders and the Indenture Trustee, including proceeds of the Timeshare Loans pursuant to Sections 3.4 or 6.6 hereof;

(iii)the Issuer and the Servicer have paid or caused to be paid all sums payable by the Issuer to the Qualified Hedge Counterparty, or sufficient funds have been deposited in trust to pay such sums to the Qualified Hedge Counterparty;

(iv)funds held in trust by the Indenture Trustee pursuant to Sections 11.1(a)(i) and (ii) hereof for the purpose of paying and discharging the entire indebtedness on the Notes have been applied to such purpose and the rights of all of the Noteholders to receive payments from the Issuer have terminated;

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(v)following the completion of the actions provided in Sections 11.1(a)(i), (ii) and (iii) hereof, the Indenture Trustee has delivered to the Issuer all cash, securities and other property held by it as part of the Trust Estate; and

(vi)the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

(b)Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 7.6 hereof and, if money shall have been deposited with the Indenture Trustee pursuant to Section 11.1(a)(i) hereof, the obligations of the Indenture Trustee under Section 11.2 hereof and Section 8.3(c) hereof shall survive.

SECTION 11.2.Application of Trust Money.

Subject to the provisions of Section 8.3(c) hereof, all money deposited with the Indenture Trustee pursuant to Sections 11.1 and 8.3 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment to the Persons entitled thereto, of the principal and interest for whose payment such money has been deposited with the Indenture Trustee.

SECTION 11.3.Trust Termination Date.

The Trust Estate created by this Indenture shall be deemed to have terminated on the date that the Indenture Trustee executes and delivers to the Issuer an instrument (which shall be prepared by the Servicer) acknowledging that the requirements for satisfaction and discharge of the Indenture set forth in Section 11.1 have occurred.

ARTICLE XII.REPRESENTATIONS AND WARRANTIES

SECTION 12.1.Representations and Warranties of the Issuer.

The Issuer represents and warrants to the Indenture Trustee, the Servicer, the Administrative Agent, the Purchasers, the Back-Up Servicer and the Noteholders, as of the Amendment Closing Date, each Funding Date and on each day until the discharge of this Indenture, as follows:

(a)Organization and Good Standing. The Issuer has been duly formed and is validly existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted and has the power and authority to own and convey all of its properties and to execute and deliver this Indenture and the Transaction Documents and to perform the transactions contemplated hereby and thereby;

(b)Binding Obligation. This Indenture and the Transaction Documents to which it is a party have each been duly executed and delivered on behalf of the Issuer and this Indenture and each Transaction Document to which it is a party constitutes a legal, valid and binding obligation

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of the Issuer enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and by general principles of equity;

(c)No Consents Required. No consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party, is required for the due execution, delivery and performance by the Issuer of this Indenture or any of the Transaction Documents or for the perfection of or the exercise by the Indenture Trustee, the Administrative Agent or the Noteholders of any of their rights or remedies thereunder which have not been duly obtained;

(d)No Violation. The consummation of the transaction contemplated by this Indenture and the fulfillment of the terms hereof shall not conflict with, result in any material breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation, the operating agreement of the Issuer, or any indenture, agreement or other instrument to which the Issuer is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Indenture);

(e)No Proceedings. There is no pending or threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of any nature against or affecting the Issuer, its officers or directors, or the property of the Issuer, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Indenture or any of the Transaction Documents, (ii) seeking to prevent the sale and assignment of any Timeshare Loan or the consummation of any of the transactions contemplated thereby, (iii) seeking any determination or ruling that might materially and adversely affect (A) the performance by the Issuer of this Indenture or any of the Transaction Documents or the interests of the Noteholders or the Purchasers, (B) the validity or enforceability of this Indenture or any of the Transaction Documents, (C) any Timeshare Loan, or (D) the Intended Tax Characterization, or (iv) asserting a claim for payment of money adverse to the Issuer or the conduct of its business or which is inconsistent with the due consummation of the transactions contemplated by this Indenture or any of the Transaction Documents;

(f)Issuer Not Insolvent. The Issuer is solvent and will not become insolvent after giving effect to the transactions contemplated by this Indenture and each of the Transaction Documents;

(g)Notes Authorized, Executed, Authenticated, Validly Issued and Outstanding. The Notes have been duly and validly authorized, and when duly and validly executed and authenticated by the Indenture Trustee in accordance with the terms of this Indenture and delivered to and paid for by each Holder as provided herein, will be validly issued and outstanding and entitled to the benefits hereof.

(h)Location of Principal Place of Business and Records. The principal place of business of the Issuer, and the office where the Issuer maintains all of its records is located at 10600 West Charleston Boulevard, Las Vegas, Nevada 89135.

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(i)Enforceability of Transaction Documents. Each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms.

(j)Accuracy of Information. The representations and warranties of the Issuer in the Transaction Documents are true and correct in all material respects as of the Amendment Closing Date and, except for representations and warranties expressly made as of a different date, each Transfer Date.

(k)Special Purpose. The Issuer shall engage in no business, and take no actions, with respect to any other transaction than the transactions contemplated by the Transaction Documents and will otherwise maintain its existence separate from the Depositor and all other entities as provided in its organizational documents.

(l)Securities Laws. The Issuer (i) is not required to register as an “investment company” or a company “controlled” by an “investment company” within the meaning of the 1940 Act, (ii) will be relying on an exclusion or exemption from the definition of “investment company” contained in Rule 3a-7 under the 1940 Act, although there may be additional exclusions or exemptions available to the Issuer, and (iii) is not a “covered fund” under Section 13 of the Bank Holding Company Act of 1956, as amended.

(m)Representations and Warranties Regarding Security Interest and Loan Files.

(i)Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(ii)The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC.

(iii)The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person.

(iv)The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder.

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(v)All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee.

(vi)Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.

(vii)All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”

(viii)None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

(n)Eligible Timeshare Loans. Each Timeshare Loan acquired by the Issuer on a Funding Date is an Eligible Timeshare Loan and each Timeshare Loan used in the calculation of the Borrowing Base on a Funding Date or a Payment Date is an Eligible Timeshare Loan as of such Funding Date or Payment Date, as applicable.

(o)Representations and Warranties Regarding Foreign Account Tax Compliance Act:

(i)This Indenture and any other related agreements being executed on the Amendment Closing Date shall be assumed to be a material modification of the Notes for FATCA purposes.

(ii) to the Issuer’s knowledge, without investigation, the Indenture Trustee is not obligated, in respect of any payments to be made by it pursuant to this Indenture, to make any withholding or deduction of FATCA Withholding Tax.

(iii)the Issuer will require the Noteholders to provide the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, Noteholder FATCA Information (to the extent not included in the Noteholder Tax Identification Information) to the Indenture Trustee; and

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(iv)the Issuer will require each Noteholder to agree that the Indenture Trustee has the right to withhold any amount of interest, principal and other payment (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder that fails to comply with the requirements of Section 12.1(o)(iii).

(p)17g-5. Each of the Issuer and Parent has complied with the representations, certifications and covenants made by each of them to any Rating Agency in connection with the engagement of such Rating Agency to issue and monitor a credit rating on each Class of Notes, including any certification provided to such Rating Agency in connection with Rule 17g-5. The Issuer and Parent are the parties responsible for compliance with Rule 17g-5 in connection with the issuance and monitoring of the credit ratings on each Class of Notes.

SECTION 12.2.Representations and Warranties of the Initial Servicer.

The initial Servicer hereby represents and warrants as of the Amendment Closing Date and each Funding Date, the following:

(a)Organization and Authority. The Servicer:

(i)is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada;

(ii)has all requisite power and authority to own and operate its properties and to conduct its business as currently conducted and as proposed to be conducted as contemplated by the Transaction Documents to which it is a party, to enter into the Transaction Documents to which it is a party and to perform its obligations under the Transaction Documents to which it is a party; and

(iii)has made all filings and holds all material franchises, licenses, permits and registrations which are required under the laws of each jurisdiction in which the properties owned (or held under lease) by it or the nature of its activities (including its activities as Servicer hereunder) makes such filings, franchises, licenses, permits or registrations necessary.

(b)Place of Business. The address of the principal place of business and chief executive office of the Servicer is 10600 West Charleston Boulevard, Las Vegas, Nevada 89135 and there have been no other such locations since September 1, 2008.

(c)Compliance with Other Instruments, etc. The Servicer is not in violation of any term of its certificate of incorporation and by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the certificate of incorporation or bylaws of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound, or (iii) require any

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consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

(d)Compliance with Law. The Servicer is in compliance with all statutes, laws and ordinances and all governmental rules and regulations to which it is subject, the violation of which, either individually or in the aggregate, could materially adversely affect its business, earnings, properties or condition (financial or other). The policies and procedures set forth in the Collection Policy and Underwriting Guidelines are in material compliance with all applicable statutes, laws and ordinances and all governmental rules and regulations. The execution, delivery and performance of the Transaction Documents to which it is a party do not and will not cause the Servicer to be in violation of any law or ordinance, or any order, rule or regulation, of any federal, state, municipal or other governmental or public authority or agency.

(e)Pending Litigation or Other Proceedings. There is no pending or, to the best of the Servicer’s knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Servicer, (ii) the ability of the Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any Timeshare Property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

(f)Taxes. It has timely filed all tax returns (federal, state and local) which are required to be filed and has paid all taxes related thereto, other than those which the Servicer is contesting in good faith and has set aside adequate resources in accordance with generally accepted accounting principles for the payment thereof..

(g)Transactions in Ordinary Course. The transactions contemplated by this Indenture are in the ordinary course of business of the Servicer.

(h)Securities Laws. The Servicer is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the 1940 Act.

(i)Proceedings. The Servicer has taken all action necessary to authorize the execution and delivery by it of the Transaction Documents to which it is a party and the performance of all obligations to be performed by it under the Transaction Documents.

(j)Defaults. The Servicer is not in default under any material agreement, contract, instrument or indenture to which it is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body which would have a material adverse effect on the transactions contemplated hereunder. and to the Servicer’s knowledge, as applicable, no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

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(k)Insolvency. The Servicer is solvent. Prior to the date hereof; the Servicer did not, and is not about to, engage in any business or transaction for which any property remaining with the Servicer would constitute an unreasonably small amount of capital. In addition, the Servicer has not incurred debts that would be beyond the Servicer’s ability to pay as such debts matured.

(l)No Consents. No prior consent, approval or authorization of, registration, qualification, designation, declaration or filing with, or notice to any federal, state or local governmental or public authority or agency, is, was or will be required for the valid execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party. The Servicer has obtained all consents, approvals or authorizations of, made all declarations or filings with, or given all notices to, all federal, state or local governmental or public authorities or agencies which are necessary for the continued conduct by the Servicer of its respective businesses as now conducted, other than such consents, approvals, authorizations, declarations, filings and notices which, neither individually nor in the aggregate, materially and adversely affect, or in the future will materially and adversely affect, the business, earnings, prospects, properties or condition (financial or other) of the Servicer.

(m)Name. The legal name of the Servicer is as set forth in the signature page of this Indenture and the Servicer does not have any trade names, fictitious names, assumed names or “doing business as” names.

(n)Information. No document, certificate or report furnished by the Servicer, in writing, pursuant to this Indenture or in connection with the transactions contemplated hereby, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There are no facts relating to the Servicer as of the Amendment Closing Date which when taken as a whole, materially adversely affect the financial condition or assets or business of the Servicer, or which may impair the ability of the Servicer to perform its obligations under this Indenture, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Servicer pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

(o)Collection Policy. The Collection Policy attached hereto as Exhibit C represents the policies of the Servicer and, to the best knowledge of the Servicer, is materially consistent with the customary standard of prudent servicers of loans secured by timeshare interests.

SECTION 12.3.Representations and Warranties of the Indenture Trustee and Back-Up Servicer.

The Indenture Trustee and the Back-Up Servicer each hereby represent and warrant as of the Amendment Closing Date and each Funding Date, the following:

(a)The Indenture Trustee and the Back-Up Servicer is each a national banking association duly organized, validly existing and in good standing under the laws of the United States.

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(b)The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee or the Back-Up Servicer is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee or the Back-Up Servicer is a party by the Indenture Trustee or the Back-Up Servicer, as applicable, will not violate the Indenture Trustee’s or the Back-Up Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

(c)Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party.

(d)The Back-Up Servicer has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party.

(e)This Indenture, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of each of the Indenture Trustee and the Back-Up Servicer, enforceable against the Indenture Trustee and the Back-Up Servicer in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(f)Neither the Indenture Trustee nor the Back-Up Servicer is in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s and the Back-Up Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Indenture Trustee or the Back-Up Servicer, as applicable, to perform its obligations under any Transaction Document to which it is a party.

(g)No litigation is pending or, to the best of the Indenture Trustee’s and the Back-Up Servicer’s knowledge, threatened against the Indenture Trustee or the Back-Up Servicer that, if determined adversely to the Indenture Trustee or the Back-Up Servicer, would prohibit the Indenture

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Trustee or the Back-Up Servicer, as applicable, from entering into any Transaction Document to which it is a party or, in the Indenture Trustee’s and the Back-Up Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee or the Back-Up Servicer to perform its obligations under any Transaction Document to which it is a party.

(h)Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Indenture Trustee or the Back-Up Servicer of or compliance by the Indenture Trustee or the Back-Up Servicer with the Transaction Documents to which it is a party or the consummation of the transactions contemplated by the Transaction Documents has been obtained and is effective.

SECTION 12.4.Multiple Roles.

The parties expressly acknowledge and consent to Wells Fargo Bank, National Association, acting in the multiple roles of the Indenture Trustee, the Hedge Collateral Account Bank, the Custodian, the Back-Up Servicer and the Successor Servicer. Wells Fargo Bank, National Association may, in such capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Wells Fargo Bank, National Association of express duties set forth in this Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by Wells Fargo Bank, National Association.

ARTICLE XIII.MISCELLANEOUS

SECTION 13.1.Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

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SECTION 13.2.Notices.

(a)All communications, instructions, directions and notices to the parties thereto shall be (i) in writing (which may be by facsimile transmission (or if permitted hereunder, via electronic mail), followed by delivery of original documentation within one Business Day), (ii) effective when received and (iii) delivered or mailed first class mail, postage prepaid to it at the following address:

If to the Issuer:
Diamond Resorts Issuer 2008 LLC
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Attn: David Womer

With a copy to:

Diamond Resorts Corporation
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Attention: General Counsel

If to the Servicer:
Diamond Resorts Financial Services, Inc.
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Attention: David Womer
Electronic Mail Address: david.womer@diamondresorts.com

With a copy to:

Diamond Resorts Corporation
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Attention: General Counsel

If to the Indenture Trustee, Custodian, Back-Up Servicer or Hedge Collateral Account Bank:
Wells Fargo Bank, National Association
MAC N9311-161
Sixth & Marquette
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services/Asset-Backed Administration
Facsimile Number:    (612) 667-3539
Telephone Number:    (612) 667-8058
Electronic Mail Address: collateral.management@wellsfargo.com

With a copy to:

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ABS Custody Vault
1055 10^th Avenue SE
MAC N9401-011
Minneapolis, MN 55414
Attention: Vault Manager

Facsimile Number: (612) 667-1080

If to the Administrative Agent:
Credit Suisse AG, New York Branch
11 Madison Avenue
Asset Finance, 4^th Floor
New York, New York 10010
Attention: Mark Golombeck
Telephone Number:    (212) 325-9083
Facsimile Number:    (212) 325-4599

Electronic Mail Address:    abcp.monitoring@credit-suisse.com with a copy to oliver.nisenson@credit-suisse.com,patrick.duggan@credit-suisse.com, list.afconduitreports@credit-suisse.comandchioperations@guggenheimpartners.com

If to a Purchaser or Funding Agent:
at the address set forth in the Note Funding Agreement

If the Qualified Hedge Counterparty:
Credit Suisse International
One Cabot Square
London E14 4QJ
England

Attention: Head of Credit Risk Management
Managing Director – Operations Department
Managing Director – Legal Department

Telephone Number:    44 20 7888 2028
Facsimile Number:     44 20 7888 2686

(Attention: Managing Director – Legal Department)

or at such other address as the party may designate by notice to the other parties hereto, which shall be effective when received.

(b)All communications and notices pursuant hereto to a Noteholder or Purchaser shall be in writing and delivered or mailed first class mail, postage prepaid or overnight courier at the address shown in the Note Register. The Indenture Trustee agrees to deliver or mail to the Administrative Agent upon receipt, all notices and reports that the Indenture Trustee may receive hereunder and under any Transaction Documents (and such delivery may be by electronic mail). Unless otherwise provided herein, the Indenture Trustee may consent to any requests received under

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such documents or, at its option, follow the directions of the Administrative Agent within 30 days after prior written notice to the Purchasers. All notices to Noteholders, Purchasers and the Administrative Agent shall be sent simultaneously. Expenses for such communications and notices shall be borne by the Servicer.

SECTION 13.3.No Proceedings.

The Noteholders, the Servicer and the Indenture Trustee each hereby agrees that it will not, directly or indirectly institute, or cause to be instituted, against the Issuer or the Trust Estate any insolvency proceeding so long as there shall not have elapsed one year plus one day since the last maturity of the Notes.

SECTION 13.4.Limitation of Liability.

It is expressly understood and agreed by the parties hereto that DFS is executing this Indenture solely as Servicer and DFS undertakes to perform such duties and only such duties as are specifically set forth in this Indenture applicable to the Servicer.

SECTION 13.5.Entire Agreement.

This Indenture contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

SECTION 13.6.Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Indenture shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Indenture and shall in no way affect the validity or enforceability of the other provisions of this Indenture or of the Notes or the rights of the Holders thereof.

SECTION 13.7.Indulgences; No Waivers.

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Indenture shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

SECTION 13.8.Benefit of Indenture.

Each of the Qualified Hedge Counterparty shall be a third party beneficiary of this Indenture.

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SECTION 13.9.JURISDICTION; WAIVER OF TRIAL BY JURY.

EACH PARTY TO THIS INDENTURE HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS INDENTURE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACING OF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THIS INDENTURE MAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

ARTICLE XIV.NON-PETITION AND NON-RECOURSE

SECTION 14.1.Limited Recourse Against Conduit.

Each party to this Indenture hereby acknowledges and agrees that all transactions with a Conduit under the Transaction Documents or in connection herewith shall be without recourse of any kind to such Conduit. Each party hereto agrees that no liability or obligation of a Conduit hereunder for fees, expenses or indemnities shall constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against such Conduit unless such Conduit has received sufficient amounts pursuant to this Agreement to pay such amounts, and such amounts are not necessary to pay outstanding commercial paper issued by such Conduit. No recourse shall be had for any amount owing hereunder or any other obligation of, or claim against a Conduit arising out of or based upon this Agreement or any agreement or document entered into in connection herewith or therewith against any equity holder, member, employee, officer, agent, or manager of such Conduit or any equity holder, member, employee, officer, director, or affiliate thereof. The agreements set forth in this Section 14.1 and the parties’ respective obligations under this Section 14.1 shall survive the termination of this Indenture.

SECTION 14.2.No Bankruptcy Petition Against Conduit.

Each of the parties to this Indenture hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding indebtedness for borrowed money

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of any Conduit, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the Laws of the United States or any state of the United States. The agreements set forth in this Section 14.2 and the parties’ respective obligations under this Section 14.2 shall survive the termination of this Indenture.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

DIAMOND RESORTS ISSUER 2008 LLC, as Issuer

By: /s/ Lillian Luu

Name: Lillian Luu

Title: Treasurer

DIAMOND RESORTS FINANCIAL SERVICES, INC., as Servicer

By: /s/ David Womer

Name: David Womer

Title: President

KL2 2914381, Seventh Amended and Restated Indenture

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee, Custodian and Back-Up Servicer

By: /s/ Sue Larson

Name: Sue Larson

Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Hedge Collateral Account Bank and solely with respect to Sections 3.2 and 3.3

By: /s/ Sue Larson

Name: Sue Larson

Title: Vice President

KL2 2914381, Seventh Amended and Restated Indenture

CREDIT SUISSE AG, NEW YORK BRANCH,

as Administrative Agent

By: /s/ Oliver Nisenson

Name: Oliver Nisenson

Title: Director

By: /s/ Eric McCutcheon

Name: Eric McCutcheon

Title: Vice President

KL2 2914381, Seventh Amended and Restated Indenture

Pursuant to Section 9.2, the undersigned

Qualified Hedge Counterparty

hereby consents to this Indenture:

CREDIT SUISSE INTERNATIONAL,

as Qualified Hedge Counterparty

By: /s/ Bik Quan Chung_______________

Name:    Bik Quan Chung

Title:    Authorized Signatory

By: /s/ Emilie Blay___________________

                             Name:    Emilie Blay

                             Title:    Authorized Signatory

KL2 2914381, Seventh Amended and Restated Indenture

EXHIBIT A-1FORM OF CLASS A NOTES

A-1-1

VARIABLE FUNDING NOTE

THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SERVICER, THE BACKUP SERVICER, THE INDENTURE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS NOTE NOR THE UNDERLYING TIMESHARE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE OUTSTANDING NOTE BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN BELOW.

NO RESALE OR OTHER TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS OF (II) ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA; (II) ANY “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE; (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (A) OR (B) ABOVE BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY; OR (D) ANY OTHER ARRANGEMENT THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR

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(B) NO NON-EXEMPT “PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE OR VIOLATION OF SIMILAR LAW WILL OCCUR IN CONNECTION WITH PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION, HOLDING OR DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN. NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE PURCHASED BY OR TRANSFERRED TO ANY BENEFIT PLAN, OR PERSON ACTING ON BEHALF OF OR WITH ASSETS OF ANY BENEFIT PLAN, UNLESS IT REPRESENTS THAT IT IS NOT SPONSORED (WITHIN THE MEANING OF SECTION 3(16)(B) OF ERISA) BY A DIAMOND RESORTS ENTITY, THE INDENTURE TRUSTEE OR THE ADMINISTRATIVE AGENT, OR BY ANY AFFILIATE OF ANY SUCH PERSON.

DIAMOND RESORTS ISSUER 2008 LLCVARIABLE FUNDING NOTES, CLASS A

Date of Indenture: as of January 20, 2016
Up to [$           ]

FOR VALUE RECEIVED, Diamond Resorts Issuer 2008 LLC, a Delaware limited liability company (the “Issuer”) hereby promises to pay to [          ] (the “Holder”) or its assigns, the principal sum not to exceed [           ] Dollars ($[       ]) in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Seventh Amended and Restated Indenture, dated as of January 20, 2016 (the “Indenture”), by and among the Issuer, Diamond Resorts Financial Services, Inc., as servicer, Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), custodian and back-up servicer, and Credit Suisse AG, New York Branch as Administrative Agent (the “Administrative Agent”), and to pay interest at the applicable Note Rate on the Outstanding Note Balance of this Variable Funding Note (this “Note”) until paid in full, on the dates provided in the Indenture. Capitalized terms used but not defined herein shall have the meanings given them in the “Seventh Amended and Restated Standard Definitions” attached as Annex A to the Indenture.

By its holding of this note (this “Class A Note”), the Holder shall be deemed to accept the terms of the Indenture and agrees to be bound thereby.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee referred to herein by manual signature, this Class A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Class A Note is one of a duly authorized issue of notes of the Issuer issued under the Indenture. This Class A Note is secured by the pledge to the Indenture Trustee under the Indenture of the Trust Estate and recourse is limited to the extent set forth in the Indenture. The amounts owed under this Class A Note shall not include any recourse to the Indenture Trustee or any affiliates thereof.

If certain Events of Default under the Indenture have been declared or occur, the Outstanding Note Balance of the Class A Notes may be declared immediately due and payable or payments of principal may be accelerated in the manner and with the effect provided in the Indenture. Notice of such declaration will be given by mail to Holders of the Class A Notes, as their names and addresses

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appear in the Note Register, as provided in the Indenture. Subject to the terms of the Indenture, upon payment of such principal amount together with all accrued interest, the obligations of the Issuer with respect to the payment of principal and interest on this Class A Note shall terminate.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Class A Notes under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Administrative Agent. The Indenture also contains provisions permitting the Administrative Agent, on behalf of all the Holders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class A Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Class A Note.

Each Class A Note may be issued only in registered form and only in minimum denominations of at least $1,000,000 and integral multiples of $1,000 in excess thereof; provided that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 of the Indenture of any Class A Note having a remaining Outstanding Note Balance of other than an integral multiple of $1,000, or the issuance of a single Class A Note with a denomination less than $1,000,000. The Holder of this Class A Note is deemed to acknowledge that the Class A Notes may be purchased and transferred only in minimum denominations of $1,000,000 and integral multiples of $1,000 in excess thereof and that this Class A Note (or any beneficial interests herein) may not be transferred in an amount less than such authorized denominations or which would result in the Holder of this Class A Note having a beneficial interest below such authorized denominations.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class A Note is registered as the owner hereof for all purposes, whether or not this Class A Note may be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

No transfer of this Class A Note may be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because the transfer satisfies one of the following: (i) such transfer is in compliance with Rule 144A under the Securities Act, to a person who the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A under the Securities Act as certified by such transferee in a letter in the form of Exhibit B attached to the Indenture or (ii) after the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Class A Notes under the Securities Act or any other

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securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Class A Note without registration.

Prior to due presentment for registration of transfer of this Class A Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class A Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Class A Note be overdue, and neither the Issuer, the Indenture Trustee, nor any such agent shall be affected by notice to the contrary.

The Indenture and this Class A Note shall be deemed to be contracts made under the laws of the State of New York and shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by the manual signature of its duly Authorized Officer.

Dated:

DIAMOND RESORTS ISSUER 2008 LLC

By:    

Name:

Title:

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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes referred to in the within mentioned Indenture.

Dated:     

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee

By:    

Name:

Title:

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EXHIBIT A-2FORM OF CLASS B NOTES

A-2-1

VARIABLE FUNDING NOTE

THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SERVICER, THE BACKUP SERVICER, THE INDENTURE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS NOTE NOR THE UNDERLYING TIMESHARE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE OUTSTANDING NOTE BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN BELOW.

NO RESALE OR OTHER TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS OF (II) ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA; (II) ANY “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE; (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (A) OR (B) ABOVE BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY; OR (D) ANY OTHER ARRANGEMENT THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR

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(B) NO NON-EXEMPT “PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE OR VIOLATION OF SIMILAR LAW WILL OCCUR IN CONNECTION WITH PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION, HOLDING OR DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN. NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE PURCHASED BY OR TRANSFERRED TO ANY BENEFIT PLAN, OR PERSON ACTING ON BEHALF OF OR WITH ASSETS OF ANY BENEFIT PLAN, UNLESS IT REPRESENTS THAT IT IS NOT SPONSORED (WITHIN THE MEANING OF SECTION 3(16)(B) OF ERISA) BY A DIAMOND RESORTS ENTITY, THE INDENTURE TRUSTEE OR THE ADMINISTRATIVE AGENT, OR BY ANY AFFILIATE OF ANY SUCH PERSON.

DIAMOND RESORTS ISSUER 2008 LLCVARIABLE FUNDING NOTES, CLASS B

Date of Indenture: as of January 20, 2016
Up to [$           ]

FOR VALUE RECEIVED, Diamond Resorts Issuer 2008 LLC, a Delaware limited liability company (the “Issuer”) hereby promises to pay to [          ] (the “Holder”) or its assigns, the principal sum not to exceed [           ] Dollars ($[       ]) in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Seventh Amended and Restated Indenture, dated as of January 20, 2016 (the “Indenture”), by and among the Issuer, Diamond Resorts Financial Services, Inc., as servicer, Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), custodian and back-up servicer, and Credit Suisse AG, New York Branch as Administrative Agent (the “Administrative Agent”), and to pay interest at the applicable Note Rate on the Outstanding Note Balance of this Variable Funding Note (this “Note”) until paid in full, on the dates provided in the Indenture. Capitalized terms used but not defined herein shall have the meanings given them in the “Seventh Amended and Restated Standard Definitions” attached as Annex A to the Indenture.

By its holding of this note (this “Class B Note”), the Holder shall be deemed to accept the terms of the Indenture and agrees to be bound thereby.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee referred to herein by manual signature, this Class B Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Class B Note is one of a duly authorized issue of notes of the Issuer issued under the Indenture. This Class B Note is secured by the pledge to the Indenture Trustee under the Indenture of the Trust Estate and recourse is limited to the extent set forth in the Indenture. The amounts owed under this Class B Note shall not include any recourse to the Indenture Trustee or any affiliates thereof.

If certain Events of Default under the Indenture have been declared or occur, the Outstanding Note Balance of the Class B Notes may be declared immediately due and payable or payments of principal may be accelerated in the manner and with the effect provided in the Indenture. Notice of such declaration will be given by mail to Holders of the Class B Notes, as their names and addresses

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appear in the Note Register, as provided in the Indenture. Subject to the terms of the Indenture, upon payment of such principal amount together with all accrued interest, the obligations of the Issuer with respect to the payment of principal and interest on this Class B Note shall terminate.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Class B Notes under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Administrative Agent. The Indenture also contains provisions permitting the Administrative Agent, on behalf of all the Holders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class B Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class B Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Class B Note.

Each Class B Note may be issued only in registered form and only in minimum denominations of at least $1,000,000 and integral multiples of $1,000 in excess thereof; provided that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 of the Indenture of any Class B Note having a remaining Outstanding Note Balance of other than an integral multiple of $1,000, or the issuance of a single Class B Note with a denomination less than $1,000,000. The Holder of this Class B Note is deemed to acknowledge that the Class B Notes may be purchased and transferred only in minimum denominations of $1,000,000 and integral multiples of $1,000 in excess thereof and that this Class B Note (or any beneficial interests herein) may not be transferred in an amount less than such authorized denominations or which would result in the Holder of this Class B Note having a beneficial interest below such authorized denominations.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class B Note is registered as the owner hereof for all purposes, whether or not this Class B Note may be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

No transfer of this Class B Note may be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because the transfer satisfies one of the following: (i) such transfer is in compliance with Rule 144A under the Securities Act, to a person who the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A under the Securities Act as certified by such transferee in a letter in the form of Exhibit B attached to the Indenture or (ii) after the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Class B Notes under the Securities Act or any other

A-2-4

securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Class B Note without registration.

Prior to due presentment for registration of transfer of this Class B Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class B Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Class B Note be overdue, and neither the Issuer, the Indenture Trustee, nor any such agent shall be affected by notice to the contrary.

The Indenture and this Class B Note shall be deemed to be contracts made under the laws of the State of New York and shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by the manual signature of its duly Authorized Officer.

Dated:

DIAMOND RESORTS ISSUER 2008 LLC

By:    

Name:

Title:

A-2-6

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes referred to in the within mentioned Indenture.

Dated:     

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee

By:    

Name:

Title:

A-2-7

EXHIBIT BFORM OF INVESTMENT REPRESENTATION LETTER

[see attached]

B-1

INVESTOR REPRESENTATION LETTER

DIAMOND RESORTS ISSUER 2008 LLC
Variable Funding Notes

Diamond Resorts Issuer 2008 LLC
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Attention: General Counsel

Wells Fargo Bank, National Association, as Indenture TrusteeSixth & Marquette Ave.
MAC N9311-161Minneapolis, Minnesota 55479

Ladies and Gentlemen:

__________ (the “Purchaser”) hereby represents and warrants to you in connection with its purchase of $________ in principal amount of the above-captioned notes (the “Notes”) as follows:

1.    The Purchaser (i) is a qualified institutional buyer, and has delivered to you the certificate substantially in the form attached hereto as Annex I or Annex II, as applicable, (ii) is aware that the sale to it is being made in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and (iii) is acquiring the Notes for its own account or for the account of a qualified institutional buyer. The Purchaser is purchasing the Notes for investment purposes and not with a view to, or for, offer or sale in connection with a public distribution or in any other manner that would violate the Securities Act or applicable state securities laws.

2.    The Purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been and will not be registered under the Securities Act and that (A) if in the future it decides to offer, resell, pledge or otherwise transfer any of the Notes, such Notes may be offered, resold, pledged or otherwise transferred only (i) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A of the Securities Act, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available), or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any State of the United States, and that (B) the Purchaser will, and each subsequent holder is required to, notify any subsequent purchaser of such Notes from it of the resale restrictions referred to in (A) above.

3.    The Purchaser understands that the Notes will, until the expiration of the applicable holding period with respect to the Notes set forth in Rule 144(k) of the Securities Act, unless otherwise agreed by the Issuer and the Holder thereof, bear a legend substantially to the following effect:

B-2

THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

4.    If the Purchaser is purchasing any Notes as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and has full power to make acknowledgments, representations and agreements contained herein on behalf of such account(s).

5.    The Purchaser has received such other information, if any, requested by the Purchaser, has had full opportunity to review such information and has received information necessary to verify such information. The Purchaser represents that in making its investment decision to acquire the Notes, the Purchaser has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person, including the addressees of this letter.

6.    The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

7.    The Purchaser understands that the Issuer, the Administrative Agent and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements contained in this letter and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by it are no longer accurate, it will promptly notify the Issuer and the Administrative Agent. If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such

B-3

account and it has full power to make the foregoing acknowledgments, representations and agreements contained in this letter on behalf of such account.

8.    The Notes may not be sold or transferred to, and each Purchaser by its purchase of the Notes shall be deemed to have represented and covenanted that it is not acquiring the Notes for or on behalf of or with the assets of, and will not transfer the Notes to, (a) any “employee benefit plan” as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA; (b) any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code; (c) any entity whose underlying assets include assets of an employee benefit plan or plan described in (a) or (b) above by reason of such employee benefit plan’s or plan’s investment in such entity; or (d) any other arrangement that is subject to any federal, state, local, or non-U.S. law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), except that such purchase for or on behalf of or with assets of a plan shall be permitted:

(i)    to the extent such purchase is made by or on behalf of a bank collective investment fund maintained by the Purchaser in which no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total assets in such collective investment fund, and the other applicable conditions of Prohibited Transaction Class Exemption 91-38 issued by the Department of Labor are satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

(ii)    to the extent such purchase is made by or on behalf of an insurance company pooled separate account maintained by the Purchaser in which no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total of all assets in such pooled separate account, and the other applicable conditions of Prohibited Transaction Class Exemption 90-1 issued by the Department of Labor are satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

(iii)    to the extent such purchase is made on behalf of a plan by a “qualified professional asset manager”, as such term is described and used in Prohibited Transaction Class Exemption 84-14 issued by the Department of Labor, and the assets of such plan when combined with the assets of other plans established or maintained by the same employer (or affiliate thereof) or employee organization and managed by such qualified professional asset manager do not represent more than 20% of the total client assets managed by such qualified professional asset manager at the time of the transaction, and the other applicable conditions of such exemption are otherwise satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

(iv)    to the extent such plan is a governmental plan (as defined in Section 3(32) of ERISA) which is not subject to the provisions of Title I of ERISA or Sections 401 or 501 of the Code;

(v)    to the extent such purchase is made by or on behalf of an insurance company general account in which the reserves and liabilities for the general account contracts held by or on behalf of any plan, together with any other plans maintained by the same employer (or its affiliates)

B-4

or employee organization, do not exceed 10% of the total reserves and liabilities of the insurance company general account (exclusive of separate account liabilities), plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of the insurer, in accordance with Prohibited Transaction Class Exemption 95-60, and the other applicable conditions of such exemption are otherwise satisfied as of the date of acquisition of the Notes and all such conditions will continue to be satisfied thereafter;

(vi)    to the extent such purchase is made by an in-house asset manager within the meaning of Part IV(a) of Prohibited Transaction Class Exemption 96-23 and such manager has made or properly authorized the decision for such plan to purchase Notes, under circumstances such that Prohibited Transaction Class Exemption 96-23 is applicable to the purchase and holding of such Notes and all of the other applicable conditions of such exemption are otherwise satisfied as of the date of acquisition of such Notes and all such conditions will continue to be satisfied thereafter; or

(vii)    to the extent such purchase will not otherwise give rise to a “prohibited transaction” described in ERISA or Section 4975 of the Code for which a statutory, regulatory or administrative exemption is unavailable; or

(viii)    to the extent such purchase will not otherwise give rise to a violation of Similar Law.

The Purchaser, if described in the preceding clauses, further represents and agrees that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Depositor, the Servicer, the Backup Servicer, the Indenture Trustee or the Administrative Agent, or by any affiliate of any such person.

9.    The Purchaser acknowledges that, under the Indenture, Notes (or beneficial interests therein) may be purchased and transferred only in authorized denominations - i.e., a minimum denomination of $1,000,000 and integral multiplies of $1,000 in excess thereof. The Purchaser covenants that the Purchaser will neither (i) transfer Notes (or beneficial interests therein) in less than the authorized denominations nor (ii) transfer Notes (or beneficial interests therein) where the result would be to reduce the Purchaser’s remaining holdings of Notes (or beneficial interests therein) below the authorized denominations.

10.    By execution hereof, the Purchaser agrees to be bound, as Noteholder, by all of the terms, covenants and conditions of the Indenture and the Notes.

The representations and warranties contained herein shall be binding upon the heirs, executors, administrators and other successors of the undersigned. If there is more than one signatory hereto, the obligations, representations, warranties and agreements of the undersigned are made jointly and severally.

Executed at ____________, ______________, this __ day of ___________, 20__.

___________________________________

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Purchaser’s Signature

___________________________________

Purchaser’s Name and Title (Print)

___________________________________

Address of Purchaser

___________________________________

Purchaser’s Taxpayer Identification or

Social Security Number

B-6

ANNEX 1 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”), Diamond Resorts Issuer 2008 LLC, Wells Fargo Bank, National Association, as Note Registrar, with respect to the Note being transferred (the “Transferred Note”) as described in the Investor Representation Letter to which this certification relates and to which this certification is an Annex:

1.    As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Note (the “Purchaser”).

2.    The Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) [Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on, a discretionary basis at least $10,000,000 in securities.] and (ii) the Purchaser satisfies the criteria in the category marked below.

o Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986.

o Bank. The Purchaser (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Certificate in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

o Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Certificate in the case of a U.S. savings

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and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

o Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

o Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.

o State or Local Plan. The Purchaser is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

o ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

o Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940.

o Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.)

_______________________________________________________________________________________________________________________________________________________________________________________________________________

3.    The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the securities referred to in this paragraph.

4.     For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements

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prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934.

5.     The Purchaser acknowledges that it is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in reliance on Rule 144A.

Will the Purchaser be purchasing the Transferred Note
only for the Purchaser’s own account?

Yes No

6.     If the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one or more of the appropriate methods contemplated by Rule 144A.

7.     The Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Purchaser’s purchase of the Transferred Note will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Purchaser

By:

Name:

Title:

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ANNEX 2 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Purchasers That Are Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”), Diamond Resorts Issuer 2008 LLC, Wells Fargo Bank, National Association, as Note Registrar, with respect to the Note being transferred (the “Transferred Note”) as described in the Investor Representation Letter to which this certification relates and to which this certification is an Annex:

1.    As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Note (the “Purchaser”) or, if the Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “Adviser”).

2.    The Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Purchaser alone owned and/or invested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year. For purposes of determining the amount of securities owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the Purchaser or any member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market.

o The Purchaser owned and/or invested on a discretionary basis $________in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

o The Purchaser is part of a Family of Investment Companies which owned in the aggregate $________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3.    The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4.    The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser’s Family of Investment Companies,

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(ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the securities referred to in this paragraph were excluded.

5.    The Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.

Will the Purchaser be purchasing the Transferred
Note only for the Purchaser’s own account?

Yes No

6.    If the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one or more of the appropriate methods contemplated by Rule 144A.

7.    The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Purchaser’s purchase of the Transferred Note will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Print Name of Purchaser or Adviser

By:

Name:

Title:

IF AN ADVISER:

Print Name of Purchaser

Date:____

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EXHIBIT CCOLLECTION POLICY

Collections and delinquencies are managed utilizing technology to minimize account delinquencies by promoting satisfactory customer relations. The Servicer’s collection policy is designed to maximize cash flow into the organization and assist each customer with the management of his or her account while enjoying the vacation ownership experience. Technological capabilities include predictive dialer, integrated software modules, automated lock box processing, and automated credit card processing.

The Servicer’s collection department manages loan delinquencies by both phone and mail contact with the borrower initiated at 10 days from the time a loan becomes delinquent. At 30 days delinquent, the Servicer typically sends another letter advising the obligor to bring the account current while collection calls continue. Once the account reaches 60 days delinquent, the borrower is notified by mail that his/her loan balance has accelerated.

Summary of collection timeline:

Upon boarding	Customer service team conducts welcome calls.
10 Days Past Due	A past due notice is generated and mailed. Collection calls commence.
30 Days Past Due	A letter is sent advising that 2 payments are now due and payable within 7 days. Continue collection calls.
60 Days Past Due	A letter is sent advising the customer that the loan balance has been accelerated and that legal action will commence within 30 days if delinquency is not resolved.
90 Days Past Due	Account is transferred to loss mitigation for recovery efforts.
90 – 180 Days Past Due	Telegram like letter is sent / Last chance. Deed in lieu of foreclosure or foreclosure process begins.
180 Days +	Charge offs

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Loss Mitigation / Default Processing Timeline

(by underlying inventory type)

Inventory Type	Cancelation Schedule / Timeline
Deeded / Fee Simple Title Loans that reach 181+ or are canceled prior to reaching 181 are charged off and go into our default calculations	90 Days: Referred to Loss Mitigation Group for full reinstatement (loan brought current), work-out/payment plan, or deed in lieu of foreclosure (if we get a DIL from our obligor we will transfer the inventory into one of our Points based trusts to be resold and cancel the loan within 45 days). 120-130 Days: Forwarded to outside legal counsel to start foreclosure proceedings. 240-430 Days: Foreclosure Sale Complete/Loan is canceled (wide range is based on individual state requirements). 285-475 Days: Deeded inventory transferred to one of the Points based trusts to be resold.
Points Based/ Beneficial Interest Loans that reach 181+ or are canceled prior to reaching 181 are charged off and go into our default calculations Extra time is given to foreign obligors (non-US or Canada) and this extra time is not reflected in this timetable.	90 Days: Referred to Loss Mitigation Group for full reinstatement (loan brought current), work-out/payment plan, or mutual release agreement (if we get a MRA from our obligor. the Points inventory will be made available to be resold and loan canceled within 14 days). 120-130 Days: Send certified demand letter (expires after 30 days). 157-169 Days: Demand period complete. Revocation notice sent (Revocation notice gives obligors 14 days to demand that we commence with a UCC foreclosure) if obligor does not respond they forfeit rights to a UCC foreclosure, which is more costly and time consuming. 181-195 Days: Defaults where obligor does not force a UCC foreclosure – Loan is canceled and Points inventory made available to be resold. 271-285 Days: Defaults where obligor does force a UCC foreclosure – UCC foreclosure complete/ Loan is canceled and points inventory made available to be resold. (note: We have very few forced UCC foreclosures and often they are converted to workouts or the obligor signs a mutual release agreement)
Right to Use/ Lease Hold Loans that reach 181+ or are canceled prior to reaching 181 are charged off and go into our default calculations	90 Days: Referred to Loss Mitigation Group for full reinstatement (loan brought current) or work-out/payment plan. 120-130 Days: Send certified demand letter (expires after 30 days for US residents and 60 days for foreign obligors). 130-140 Days: Send termination of lease notice. 145-155 Days: Transfer leases to one of the Points based trusts to be resold/ Loan is canceled.

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- Please note that consumer bankruptcies, loans that fall under the soldiers and sailors act, hardship forbearances, and accounts needing legal research are exceptions to the timeline in the above table.

- All Canceled Loans in a conduit facility are repurchased, replaced, or remarketed.

- Accounts in a loan facility get equal or more attention when compared to the company’s in house portfolio (equal or higher priority).

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EXHIBIT DFORM OF MONTHLY SERVICER REPORT

[see attached]

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EXHIBIT EFORM OF SERVICER’S OFFICER’S CERTIFICATE

The undersigned, an officer of Diamond Resorts Financial Services, Inc. (the “Servicer”), based on the information available on the date of this Certificate, does hereby certify as follows:

1.    I am an officer of the Servicer who has been authorized to issue this officer’s certificate on behalf of the Servicer.

2.    I have reviewed the data contained in the Monthly Servicer Report for the Due Period ended ______, _____ and the computations reflected in the Monthly Servicer Report attached hereto as Schedule A are true, correct and complete.

All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the “Standard Definitions” found in Annex A of the Indenture.

DIAMOND RESORTS FINANCIAL SERVICES, INC.,

By:    

Name:

Title:

Date:    

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EXHIBIT F

FORM OF RECORD LAYOUT FOR DATA CONVERSION

Period Ending

Lender Code

Account Number

Account Code

Account Code Date

Resort

Obligor City

Obligor Zip Code

Obligor State Code

Obligor State Description

Obligor Country Code

Obligor Country Description

Credit Score

Days Delinquent

Purchase Price before WRAP

Down Payment

Original Balance

Original Term

Interest Rate

Principal and Interest Monthly Payment

Monthly Impound

Late Charge Balance

Current Balance

Remaining Term

Contract Date

First Payment Date

Last Payment Date

Last Payment Amount

Next Payment Date

Payments Made

WRAP

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EXHIBIT G

FORM OF ST. MAARTEN NOTICE

<Date>
<Name>
<Address>
<City, State, Zip>
<Country>

Re: Your St. Maarten Timeshare – Loan # <Contract Number>

Dear <Name>:

As one of Diamond Resorts’ valued Owners, you are very important to us and we are committed to keeping you informed about any business that affects you. In keeping our promise, we wish to inform you of a recent change that affects the loan for your timeshare ownership, but does not affect the way it will be serviced.

The Diamond Resorts company that has been the creditor of your loan has transferred and assigned all of its right, title, and interest to your loan. Effective as of ___________, 20__, your loan has been assigned to Diamond Resorts Issuer 2008 LLC and pledged to Wells Fargo Bank Minnesota, National Association, as indenture trustee for the benefit of note holders pursuant to an indenture.*

We want to assure you that Diamond Resorts Financial Services, Inc. will continue to provide service for all aspects of your loan. The transfer in no way affects you membership in you owners’ association, if any, or the usage of your timeshare. Also, the transfer does not affect how you will make your payments, and we appreciate your continuing to make them as usual.

The transfer of loans to other lenders is a routine procedure in our industry, and will not affect our business relationship. If you wish to speak to a Diamond Resorts Financial Services representative, please call our offices toll-free at 877-DRI-CLUB. Our hours are Monday through Friday, 8 a.m. to 6 p.m., Pacific Time. We welcome any questions you may have.

Thank you for being a member of our family at Diamond Resorts. It is always our pleasure to assist you in any way we can.

Sincerely,

Diamond Resorts Financial Services, Inc.

On behalf of AKGI St. Maarten NV, Diamond Resorts Corporation, Diamond Resorts Finance Holding Company, Diamond Resorts Depositor 2008 LLC and the Issuer

* This transfer was made in a sequential manner as follows: AKGI St. Maarten N.V., the creditor of your loan, pursuant to an instrument of transfer, transferred and assigned all of its right, title, and interest to the loan to Diamond Resorts Corporation, a Maryland corporation. Diamond Resorts

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Corporation, pursuant to an instrument of transfer, transferred and assigned all of its right, title and interest to the loan to Diamond Resorts Finance Holding Company, a Delaware corporation. Diamond Resorts Finance Holding Company pursuant to a purchase agreement sold all of its right, title, and interest to the loan to Diamond Resorts Depositor 2008 LLC, a Delaware limited liability company. After these transfers, Diamond Resorts Depositor 2008 LLC, pursuant to a sale agreement, transferred and assigned all of its right, title and interest to the loan to Diamond Resorts Issuer 2008 LLC (the “Issuer”), and the Issuer, pursuant to an indenture, pledged all of its right, title and interest to the loan to Wells Fargo Bank Minnesota, National Association, as indenture trustee for the benefit of the Noteholders, as security for its obligations under the indenture.

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EXHIBIT H

FORM OF ADDITIONAL TIMESHARE LOAN SUPPLEMENT

ADDITIONAL TIMESHARE LOAN SUPPLEMENT (this “Supplement”), dated as of _________. Reference is made to that certain Seventh Amended and Restated Indenture (the “Indenture”), dated as of January 20, 2016, 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 and Funding Agents pursuant to the Note Funding Agreement (the “Administrative Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Indenture.

The Issuer and the Servicer are delivering this Supplement pursuant to Section 4.3 of the Indenture.

The Issuer and the Servicer hereby certify and agree as follows:

1.    The Schedule of Timeshare Loans attached hereto as Exhibit A sets forth the Timeshare Loans acquired by or Granted to the Issuer on the Transfer Date (the “Additional Timeshare Loans”).

2.    All of the information provided in the Schedule of Timeshare Loans attached hereto as Exhibit A is true and correct as of the Transfer Date.

3.    Each Additional Timeshare Loan is an Eligible Timeshare Loan as of the Transfer Date.

4.    The Cut-Off Date with respect to the Additional Timeshare Loans is [__________].

5.    The Transfer Date with respect to the Additional Timeshare Loans is [_________].

6.    The Timeshare Loan Files for the Additional Timeshare Loans have been delivered to the Custodian and the Custodian has delivered a Trust Receipt therefor.

7.    The Timeshare Loan Servicing Files for the Additional Timeshare Loans have been delivered to the Servicer.

8.    The Indenture is hereby ratified, and all references to the Indenture shall be deemed from and after the Transfer Date as supplemented by this Supplement.

9.    This Supplement may be executed in any number of counterparty, all of which taken together shall constitute one and the same instrument.

H-1

10.    THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Issuer and the Servicer have caused this Supplement to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

DIAMOND RESORTS ISSUER 2008 LLC, as Issuer

By:

Name: David F. Palmer

Title: President

DIAMOND RESORTS FINANCIAL SERVICES, INC., as Servicer and individually

By:

Name: David Womer

Title: President

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Exhibit A
Schedule of Timeshare Loans forAdditional Timeshare Loans

H-3

EXHIBIT I

FORM OF FUNDING DATE OFFICER’S CERTIFICATE

FUNDING DATE CERTIFICATE OF

DIAMOND RESORTS ISSUER 2008 LLC

[________], 20__

In connection with that certain Seventh Amended and Restated indenture, dated as of January 20, 2016 (the “Indenture”), by and among Diamond Resorts Issuer 2008 LLC, as issuer (the “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 agent, the Issuer hereby certifies that:

1.    As of the Funding Date on _________, 20__, all of the conditions sets forth in Section 10.1 of the Indenture shall have been satisfied.

Capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

DIAMOND RESORTS ISSUER 2008 LLC, as Issuer

By:_________________________________

Name:

Title:

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ANNEX A

STANDARD DEFINITIONS

[see attached]

Annex A

Final

ANNEX A

SEVENTH AMENDED AND RESTATED STANDARD DEFINITIONS

Rules of Construction. In these Standard Definitions and with respect to the Transaction Documents (as defined below), (a) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms, (b) in any Transaction Document, the words “hereof,” “herein,” “hereunder” and similar words refer to such Transaction Document as a whole and not to any particular provisions of such Transaction Document, (c) any subsection, Section, Article, Annex, Schedule and Exhibit references in any Transaction Document are to such Transaction Document unless otherwise specified, (d) the term “documents” includes any and all documents, instruments, agreements, certificates, indentures, notices and other writings, however evidenced (including electronically), (e) the term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including (without limitation)”, (f) unless otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including,” the words “to” and “until” each shall mean “to but excluding,” and the word “through” shall mean “to and including” and (g) the words “may” and “might” and similar terms used with respect to the taking of an action by any Person shall reflect that such action is optional and not required to be taken by such Person.

“30-day Plus Delinquent Loan” means any Timeshare Loan owned directly by the Issuer (other than a 60-day Plus Delinquent Loan) in which a portion of a scheduled payment is delinquent by more than 30 days from its due date.

“60-day Plus Delinquent Loan” means any Timeshare Loan owned directly by the Issuer for which any of the earliest following events may have occurred: (i) any scheduled payment or part thereof has been delinquent more than 60 days from its original due date as of the last day of the related Due Period, (ii) the Servicer has actual knowledge of a bankruptcy event that has occurred with respect to the related Obligor or has initiated cancellation, foreclosure or similar proceedings with respect to the related Timeshare Interest or has received the related deed or assignment in lieu of foreclosure, or (iii) provided that a scheduled payment or portion thereof for such Timeshare Loan is at least one day delinquent, the Servicer has determined that such Timeshare Loan should be written off in accordance with the Credit and Collection Policy.

“1940 Act” means the Investment Company Act of 1940, as amended.

“A/R Notes” has the meaning specified in the Recitals of the Indenture.

“Accounting Based Consolidation Event” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit that are subject to the Note Funding Agreement or any other Transaction Document with all or any portion of the assets and liabilities of an Affected Party. An Accounting Based Consolidation Event shall be deemed to occur on the date any Affected Party shall acknowledge in writing that any such consolidation of the assets and liabilities of the related Conduit shall occur.

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“Act” has the meaning specified in Section 1.4 of the Indenture.

“Additional Timeshare Loans” has the meaning specified in Section 4.3 of the Indenture.

“Additional Timeshare Loan Supplement” means, with respect to any Additional Timeshare Loans, an Additional Timeshare Loan Supplement substantially in the form of Exhibit H to the Indenture.

“Adjusted Eurodollar Rate” means, for any Interest Accrual Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equivalent to the rate determined by the applicable Purchaser pursuant to the following formula:

Adjusted Eurodollar Rate =                   LIBOR Rate              

1-LIBOR Reserve Percentage

on the first day of such Interest Accrual Period.

“Administrative Agent” means Credit Suisse AG, New York Branch, and its successors and assigns under the Note Funding Agreement.

“Administrative Agent-Related Persons” means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates.

“Administrative Agent Fee” has the meaning set forth in the Fee Letter.

“Advance Rate” means, with respect to the Borrowing Base Loans related to a Borrowing Base Group, the applicable Advance Rate specified in the chart below:

Borrowing Base Loan GroupApplicable Advance Rate

FICO 599 and Less Loan Group30%

FICO 600 to 649 Loan Group50%

FICO 650 to 699 Loan Group78%

FICO 700 to 749 Loan Group94%

FICO 750 to 799 Loan Group96%

FICO 800 Plus Loan Group98%

No FICO Loan Group80%

Foreign Timeshare Loan Group80%

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“Adverse Claim” means any claim of ownership or any lien, security interest, title retention, trust or other charge or encumbrance, or other type of preferential arrangement having the effect or purpose of creating a lien or security interest, other than the interests created under the Indenture in favor of the Indenture Trustee and the Secured Parties.

“Affected Party” means (i) any Alternate Purchaser, (ii) any Support Party, (iii) any agent, administrator or manager of any Conduit, or (iv) any bank holding company in respect of any of the foregoing.

“Affiliate” means any Person: (i) which directly or indirectly Controls, or is Controlled by, or is under common Control with the affiliated Person; (ii) which directly or indirectly beneficially owns or holds five percent (5%) or more of the voting securities of the affiliated Person; or (iii) for which five percent (5%) or more of the voting securities of which is directly or indirectly beneficially owned or held by the affiliated Person.

“Aggregate Loan Balance” means the sum of the Loan Balances for all Borrowing Base Loans.

“Aggregate Outstanding Note Balance” means, as of any date of determination, an amount equal to the sum of the Outstanding Note Balances of all Classes of Notes.

“Allocated Commercial Paper” means commercial paper issued by or on behalf of a Conduit if the proceeds thereof are used (or, in the case of a Defaulted Borrowing Date, would have been used) to fund or maintain one or more Borrowings.

“Alternate Purchaser” means, with respect to a Conduit, each Purchaser identified as an Alternate Purchaser for such Conduit on Schedule I to the Note Funding Agreement or in the Joinder Supplement or Transfer Supplement pursuant to which such Conduit became a party to the Note Funding Agreement, and any permitted assignee thereof.

“Alternative Rate” means, for any Interest Accrual Period and a Purchaser, a rate per annum equal to the Adjusted Eurodollar Rate; provided, however, that in the case of (a) any Interest Accrual Period on or after the first day on which a Committed Purchaser shall have notified the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Committed Purchaser to fund such Borrowing at the sum of the applicable Usage Fee Rate per annum above the Adjusted Eurodollar Rate (and such Committed Purchaser shall not have subsequently notified the Administrative Agent that such circumstances no longer exist), (b) any Interest Accrual Period of less than seven days, (c) the event that the Adjusted Eurodollar Rate is not reasonably available to a Committed Purchaser for such a Interest Accrual Period or does not adequately and fairly reflect the cost to the related Committed Purchaser of funding such Borrowing, or (d) any Interest Accrual Period as to which the related Borrowing will not be funded by the issuance of commercial paper, as determined by a Committed Purchaser (on behalf of a Conduit) no later than 12:00 noon (New York City time) on the second Business Day preceding the first day of such Interest Accrual Period, the “Alternative Rate” shall be a floating rate per annum equal to the Bank Base Rate in effect on each day of such Interest Accrual Period; provided, further, that a

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Committed Purchaser and the Issuer may agree in writing from time to time upon a different “Alternative Rate” with respect to such Committed Purchaser as agreed to between the Issuer and such Committed Purchaser.

“Amendment Closing Date” means January 20, 2016.

“Amortization Event” shall exist and continue on and after a Determination Date if any of the following shall occur:

(a)a Warehouse Portfolio Performance Event; or

(b)a Securitized Portfolio Performance Event; or

(c)to the extent the Outstanding Note Balance is greater than zero, the Gross Excess Spread Percentage for the related Due Period is less than 5.00%; or

(d)an Event of Default occurs; or

(e)a Servicer Event of Default occurs; or

(f)if any Indebtedness of a Diamond Resorts Party should default and be accelerated (unless waived by the holders of such debt); or

(g)at the end of the Rating Cure Period, the External Rating does not equal the Implied Rating; or

(h)the amount on deposit in the Reserve Account is less than the Reserve Account Required Balance for any three consecutive Business Days.

“Applicable Review Period” has the meaning specified in Section 1.2(a) of the Custodial Agreement.

“Approved Financial Institution” means a federal or state-chartered depository institution or trust company having a combined surplus and capital of at least $100,000,000 and further having (a) commercial paper, short-term debt obligations, or other short-term deposits that are rated at least “A-1” by S&P, if the deposits are to be held in the account for 30 days or less, or (b) having long-term unsecured debt obligations that are rated at least “AA” by S&P, if the deposits are to be held in the account more than 30 days. Notwithstanding the foregoing, if an account is held by an Approved Financial Institution, following a downgrade, withdrawal, qualification, or suspension of such institution’s rating, each account must promptly (and in any case within not more than 30 calendar days) be moved with written notice to the Indenture Trustee, to an Approved Financial Institution.

“Assignee” has the meaning specified in Section 8.1(g) of the Note Funding Agreement.

“Assignment” has the meaning specified in Section 8.1(g) of the Note Funding Agreement.

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“Association” means, with respect to each Resort, the related homeowners’ association.

“Assumption Date” has the meaning specified in Section 5.16(f) of the Indenture.

“Authoritative Copy” means a document, utilizing the electronic signature services of DocuSign that becomes part of an Electronic Timeshare Loan File which is unique, identifiable and has no watermark or other marking that would indicate that it is a “copy” or “duplicate” or not an original or not an “authoritative copy.

“Authorized Officer” means, with respect to any corporation, limited liability company or partnership, the Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, Managing Member and each other officer of such corporation or limited liability company or the general partner of such partnership specifically authorized in resolutions of the Board of Directors of such corporation or managing member of such limited liability company to sign agreements, instruments or other documents in connection with any Transaction Document on behalf of such corporation, limited liability company or partnership, as the case may be.

“Available Borrowing Amount” means for any Funding Date, the lesser of (a) the aggregate Available Commitments and (b) an amount equal to the Borrowing Base less the Aggregate Outstanding Note Balance.

“Available Commitment” means, on any day for a Committed Purchaser, such Committed Purchaser’s Commitment in effect on such day minus such Committed Purchaser’s portion of the Aggregate Outstanding Note Balance on such day.

“Available Funds” means for any Payment Date, (A) all funds on deposit in the Collection Account after making all transfers and deposits required from (i) the Centralized Lockbox Account, (ii) the Seller or the Depositor, as the case may be, pursuant to the Indenture, the Sale Agreement or the Purchase Agreement, (iii) the Servicer pursuant to the Indenture (including any Retained Asset Proceeds), (iv) the Reserve Account, (v) any payment received in respect of any Hedge Agreement, and (vi) the Performance Guarantors in respect of the Undertaking Agreement, plus (B) all investment earnings on funds on deposit in the Collection Account from the immediately preceding Payment Date through such Payment Date, less (C) amounts on deposit in the Collection Account related to collections related to any Due Periods subsequent to the Due Period related to such Payment Date.

“Back-Up Servicer” means Wells Fargo Bank, National Association and its permitted successors and assigns, as provided in the Indenture.

“Back-Up Servicing Fee” means for any Payment Date, an amount equal to the greater of (a) $2,500 and (b) the product of (x) one-twelfth of 0.016% and (y) the Aggregate Loan Balance as of the first day of the related Due Period.

“Bank Base Rate” means a rate per annum equal to the greater of (i) the prime rate of interest announced publicly by the Administrative Agent (or an Affiliate) from time to time, changing when

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and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by the Administrative Agent (or an Affiliate)) and (ii) the sum of (a) 1.5% and (b) the rate equal to the Federal Funds Rate.

“Bankruptcy Code” means the federal Bankruptcy Code, as amended (Title 11 of the United States Code).

“Benefit Plan” means (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (b) any “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code; (c) any entity whose underlying assets include assets of an employee benefit plan or plan described in (a) or (b) above by reason of such employee benefit plan’s or plan’s investment in such entity; or (d) any other arrangement that is subject to Similar Law.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrowing” means a borrowing made by the Issuer pursuant to the terms and conditions of the Indenture and the Note Funding Agreement.

“Borrowing Base” means as of any date of determination, the lesser of (a) the sum of the products of (i) the aggregate Loan Balance of each Borrowing Base Loan Group minus its related Excluded Loan Group Balance and (ii) the applicable Advance Rate; and (b) the sum of the products of (i) the aggregate Loan Balance of each Borrowing Base Loan Group minus its related Excluded Loan Group Balance and (ii) 88%. For purposes of calculating the Borrowing Base on a Funding Date, the Loan Balance of a Borrowing Base Loan, the Aggregate Loan Balance and Excluded Loan Balance shall be measured as of the last day of the Due Period related to the immediately preceding Payment Date (or, with respect to the Additional Timeshare Loans conveyed on such Funding Date or Timeshare Loans conveyed during the same Due Period, the related Cut-off Date). For purposes of calculating the Borrowing Base with respect to any Determination Date, the aggregate Loan Balance of a Borrowing Base Loan Group, the Aggregate Loan Balance and Excluded Loan Balance shall be measured as of the end of the related Due Period (or, with respect to Additional Timeshare Loans conveyed on such Funding Date or Timeshare Loans conveyed during the same Due Period, the related Cut-off Date). All 30-day Plus Delinquent Loans, 60-day Plus Delinquent Timeshare Loans and Defective Timeshare Loans shall be deemed to have a Loan Balance of zero ($0) for purposes of this definition.

“Borrowing Base Loan Group” means any of the FICO 599 and Less Loan Group, FICO 600 to 649 Loan Group, FICO 650 to 699 Loan Group, FICO 700 to 749 Loan Group, FICO 750 to 799 Loan Group, 800 Plus Loan Group, No FICO Loan Group or Foreign Timeshare Loan Group.

“Borrowing Base Loans” means, as of any date of determination, all Timeshare Loans that are Eligible Timeshare Loans on such date and owned directly by the Issuer and Granted to the Indenture Trustee pursuant to the Indenture.

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“Borrowing Certificate” means a certificate by an Authorized Officer of the Issuer, substantially in the form of Exhibit E to the Note Funding Agreement, setting forth, and certifying as to the accuracy of, the calculation of the Available Borrowing Amount, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to each Purchaser.

“Borrowing Notice” has the meaning specified in Section 2.1(c) of the Note Funding Agreement.

“Breakage Costs” means, to the extent that on any CP Borrowing Payment Date there exists a CP Excess Amount, an amount equal to the sum of (a) all interest (at the applicable Commercial Paper Rate) that would have accrued (had such CP Borrowing Payment Date not occurred) hereunder on such CP Excess Amount through and including the Funding Maturity Date plus (b) any amounts required to be paid to unwind any relevant Structured Hedge Agreements; provided, that such Conduit shall, on the applicable Funding Maturity Date, make a payment to the Issuer in an amount equal to the income (less the reasonable costs and expenses of obtaining such income), if any, actually received by such Conduit from investing the CP Excess Amount for the period from the CP Borrowing Payment Date until such Funding Maturity Date.

“Business Day” means any day other than (i) a Saturday, a Sunday, or (ii) a day on which banking institutions in New York City, the city in which the Servicer is located, or the city in which the Corporate Trust Office is located, are authorized or obligated by law or executive order to be closed.

“Cabo Developer” means DPM Acquisition Mexico S. de R.L. de C.V.

“Capital Lease Obligations” of any person means the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means (a) marketable direct obligations issued by, or guaranteed by, the government of the United States of America maturing within one (1) year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at the time of acquisition at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency and maturing within six months from the date of acquisition; (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States of America; and (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which

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state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at the time of acquisition at least A by S&P or P-1 by Moody’s.

“Centralized Lockbox Account” has the meaning specified in Section 5.2(a) of the Indenture.

“Certified Translation Document” has the meaning specified in Section 1.2(c) of the Custodial Agreement.

“Change in Control” is deemed to have occurred if (a) any “person” (other than a Permitted Holder) or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof) (other than any such group that includes one or more Permitted Holders so long as, without giving effect to the existence of such group or any other group, one or more Permitted Holders is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 as in effect on the date hereof) or record owner of more than 50% of the aggregate shares of voting capital stock held by such group) is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 as in effect on the date hereof) or record owner of, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Parent, (b) a majority of the seats (other than vacant seats) on the board of directors of Parent shall at any time be occupied by persons who were neither (i) nominated by the board of directors of Parent nor (ii) appointed by directors so nominated, (c) Parent shall cease to directly own, beneficially and of record, 100% of the issued and outstanding Equity Interests of Holdings or (d) any change in control (or similar event, however denominated) with respect to Parent, Holdings, Diamond Resorts Corporation or any Subsidiary shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which Parent, Holdings, Diamond Resorts Corporation or any other Subsidiary is a party.

“Class” means, as the context may require, any of the Class A Notes or the Class B Notes.

“Class A Commitment” means with respect to any Committed Purchaser of a Class A Note, the maximum amount of such Committed Purchaser’s commitment to make advances to the Issuer as set forth in Schedule I to the Note Funding Agreement or in the Joinder Supplement or Transfer Supplement by which such Purchaser became a party to the Note Funding Agreement, as may be increased or reduced from time to time in accordance with the Note Funding Agreement. If any Purchaser shall become a Non-Extending Purchaser, its Class A Commitment shall be reduced to zero.

“Class A Noteholder” means a Holder of a Class A Note.

“Class A Notes” has the meaning specified in the Recitals of the Issuer in the Indenture.

“Class A Percentage Interest” means (i) for any Payment Date occurring prior to an Amortization Event, 82.5% and (ii) for any Payment Date occurring on and after an Amortization Event an amount equal to (a) the Outstanding Note Balance of the Class A Notes divided by (b) the Aggregate Outstanding Note Balance, expressed as a percentage.

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“Class B Commitment” means with respect to any Committed Purchaser of a Class B Note, the maximum amount of such Committed Purchaser’s commitment to make advances to the Issuer as set forth in Schedule I to the Note Funding Agreement or in the Joinder Supplement or Transfer Supplement by which such Purchaser became a party to the Note Funding Agreement, as may be increased or reduced from time to time in accordance with the Note Funding Agreement. If any Purchaser shall become a Non-Extending Purchaser, its Class B Commitment shall be reduced to zero.

“Class B Noteholder” means a Holder of a Class B Note.

“Class B Notes” has the meaning specified in the Recitals of the Issuer in the Indenture.

“Class B Percentage Interest” means (i) for any Payment Date occurring prior to an Amortization Event, 17.5% and (ii) for any Payment Date occurring on and after an Amortization Event an amount equal to (a) the Outstanding Note Balance of the Class B Notes divided by (b) the Aggregate Outstanding Note Balance, expressed as a percentage.

“Closing Date” means November 3, 2008.

“Code” means the Internal Revenue Code of 1986, as amended from time to time and any successor statute, together with the rules and regulations thereunder.

“Collateral” has the meaning specified therefor in the Collateral Documents.

“Collateral Certificate” means the collateral certificate to be executed and delivered by the Issuer to the Administrative Agent in form and substance satisfactory to the Administrative Agent, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms and conditions of the Transaction Documents.

“Collateral Documents” means the Indenture, the Deposit Account Control Agreement, the Intercreditor Agreement, and all other instruments, documents and agreements delivered in order to grant to the Indenture Trustee a Lien on the Trust Estate as security for the Notes.

“Collection” means a trust arrangement by which a Collection Developer transfers legal title to deeded fee simple or leasehold interests in Units at a Resort to either (a) a Collection Trustee or Collection Association pursuant to a Collection Trust Agreement or (b) in the case of the Cabo Azul Collection, a Mexican land trust. For purposes of the Transaction Documents and Timeshare Loans, each of Diamond Resorts U.S. Collection, Diamond Resorts Hawaii Collection, Diamond Resorts California Collection, Premiere Vacation Collection and Cabo Azul Collection is a “Collection”. Subject to the written approval of the Administrative Agent, the definition of “Collection” may be expanded to include future Collections formed by Diamond Resorts Corporation or its affiliates.

“Collection Account” means the account established and maintained by the Indenture Trustee pursuant to Section 3.2(a) of the Indenture.

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“Collection Association” means any of (i) Diamond Resorts U.S. Collection Members Association, Inc., Diamond Resorts Hawaii Collection Members Association, Inc., Diamond Resorts California Collection Members Association, Inc. and Premiere Vacation Collection Owners Association, Inc. or (ii) any similar entity related to a new Collection approved by the Administrative Agent.

“Collection Developer” means (i) Diamond Resorts U.S. Collection Development, LLC, Diamond Resorts Hawaii Collection Development, LLC, Diamond Resorts California Collection Development, LLC, Diamond Resorts Premiere Vacation Collection Development, LLC or the Cabo Developer, or (ii) any similar entity related to a new Collection approved by the Administrative Agent.

“Collection Policy” means the collection policy and practices of the initial Servicer in effect on the Amendment Closing Date (as may be amended from time to time as permitted by the Transaction Documents) and attached as Exhibit C to the Indenture, and for any successor Servicer means the collection policy and practices of such successor in effect on the date which it commences servicing, which collection policy and practices of the initial Servicer and any successor Servicer shall include a policy to determine when a Timeshare Loan should be written-off as uncollectible.

“Collection Reports” has the meaning specified in Section 5.16(b) of the Indenture.

“Collection Trust Agreement” means each trust agreement by and among the Collection Trustee and the related Collection Developer and Collection Association.

“Collection Trustee” means First American Trust, FSB, a federal savings bank or any similar entity related to a new Collection approved by the Administrative Agent.

“Commercial Paper Rate” means for any Interest Accrual Period and any Purchaser, the per annum rate equivalent to the weighted average of the per annum rates which may be paid or are payable by such Purchaser from time to time as interest on or otherwise (by means of hedge agreements or otherwise) in respect of such Purchaser’s issuance of commercial paper that are allocated in whole or in part by or on behalf of such Purchaser to fund the Notes during such Interest Accrual Period, as determined by or on behalf of such Purchaser, which rates shall reflect and give effect to the commissions of placement agents and dealers in respect of the related commercial paper notes and to net payments owned or received by such Purchaser under any hedge agreements entered into by such Purchaser in connection with such allocated commercial paper; provided, however, that if any rate in connection with the issuance of commercial paper is a discount rate, then such rate shall be the rate resulting from converting such discount rate to an interest‑bearing equivalent rate per annum; provided, further, that the Commercial Paper Rate shall not be less than 0.50% per annum. The Commercial Paper Rate shall be adjusted to take into account all Breakage Costs or costs, if any, specified in the Note Funding Agreement incurred by such Purchaser during the relevant Interest Accrual Periods.

“Committed Purchaser” means any Alternate Purchaser or any Non-Conduit Committed Purchaser.

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“Commitment” means the sum of the Class A Commitment and the Class B Commitment.

“Commitment Expiration Date” means April 10, 2017 or such date as may be extended in accordance with the Note Funding Agreement.

“Commitment Fee” has the meaning set forth in the Fee Letter.

“Commitment Percentage” means with respect to a Purchaser, such Purchaser’s Commitment as a percentage of the Total Commitment Amount.

“Conduit” means any commercial paper conduit identified as a Conduit on Schedule I to the Note Funding Agreement or in the Joinder Supplement or Transfer Supplement by which such Conduit became a party to the Note Funding Agreement, and any permitted assignee thereof.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus

(a) without duplication and to the extent deducted (or not included) in determining such Consolidated Net Income, the sum of

(i) consolidated interest expense for such period (excluding interest expense in respect of Indebtedness under a Receivables Securitization),

(ii) consolidated income tax expense for such period,

(iii) all amounts attributable to depreciation and amortization for such period,

(iv) to the extent deducted in determining such Consolidated Net Income but not paid in cash during such period, all expenses during such period attributable to the sale of Timeshare Interests,

(v) the aggregate amount of non-cash deferred financing expenses, loan origination costs and amortization of portfolio discount for such period,

(vi) loss on extinguishment of debt for such period,

(vii) any other non-recurring expenses or payments,

(viii) any other non-cash charges (other than to the extent representing accruals for cash expenses in any future period for such period),

(ix) any extraordinary charges determined in accordance with GAAP and non-recurring expenses or payments in any four consecutive fiscal quarter period; provided that such charges, expenses and payments shall be limited solely to (A) extraordinary charges as determined in accordance with GAAP, (B) non-cash charges arising from the write down or impairment of assets, (C) costs associated with the discontinuance of a significant operating unit or a significant portion of the business or (D) non-cash charges arising from changes in accounting principles,

(x) stock based compensation for such period,

(xi) any non-cash charges attributable to the FLRX Judgment or any Permitted FLRX Settlement, and

(xii) all expenses or costs related to the operations of any Unrestricted Subsidiaries for such period,

(b) and minus (b) without duplication

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(i) all cash payments made during such period on account of fees, reserves, restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to clauses (a)(vii) and (a)(xii) above in a previous period,

(ii) to the extent not deducted in determining Consolidated Net Income for such period, all cash payments made during such period in respect of expenses attributable to the sale of Timeshare Interests,

(iii) to the extent included in determining such Consolidated Net Income, any extraordinary gains and all non-cash items of income for such period, all determined on a consolidated basis in accordance with GAAP,

(iv) to the extent not deducted in determining Consolidated Net Income for such period (or reflected in any previous non-cash charge referred to in clause (a)(xii) above), all cash payments made during such period attributable to the FLRX Judgment or any Permitted FLRX Settlement, and

(v) to the extent included in determining such Consolidated Net Income, all revenue during such period attributable to any Unrestricted Subsidiaries.

“Consolidated Interest Expense” means, for any period, the excess of (a) the sum (without duplication) of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations, but excluding, to the extent otherwise included therein, interest expense in respect of Indebtedness under a Receivables Securitization, or interest expense relating to an Unrestricted Subsidiary) of Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness of Parent or any of its Subsidiaries that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, plus (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(iii) below that were amortized in a previous period, minus (b) the sum of (i) interest income of Parent and its Subsidiaries for such period (excluding interest income attributable to Diamond Timeshare Receivables), determined on a consolidated basis in accordance with GAAP, (ii) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period, plus (iii) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of debt discounts. For purposes of the foregoing, Consolidated Interest Expense shall be determined after giving effect to any net payments made or received by Parent or any of its Subsidiaries with respect to interest rate Hedge Agreements.

“Consolidated Net Income” means, for any period, the net income or loss of Parent and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded:

(i)the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary,

(ii)the income or loss of any person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Parent or any of its Subsidiaries or the date that such person’s assets are acquired by Parent or any of its Subsidiaries,

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(iii)the cumulative effect of any changes in accounting principles,

(iv)the income of any person in which any other person (other than Parent or any wholly owned Subsidiary of Parent or any director holding qualifying shares in accordance with applicable law) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Parent or a wholly owned Subsidiary of Parent by such person during such period, and

(v)any gains attributable to sales of assets out of the ordinary course of business.

“Continued Errors” has the meaning specified in Section 5.16(f)(i) of the Indenture.

“Contribution and Assignment Agreement” means that certain Contribution and Assignment Agreement by and between Diamond Resorts Corporation and the Seller, as the same may be amended from time to time.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Conveyed Timeshare Property” has the meaning specified in Section 2(a) of the Sale Agreement.

“Corporate Trust Office” means the office of the Indenture Trustee or the Hedge Collateral Account Bank, as applicable, which office is at the address set forth in Section 13.2 of the Indenture.

“CP Borrowing Payment Date” means any day (including but not limited to a day that principal is due) all or any portion of any Borrowing held by a Conduit is repaid or prepaid.

“CP Excess Amount” means the amount by which the principal amount of a repayment or prepayment or purchase is in excess of the principal component of Allocated Commercial Paper of such Conduit which matures on the related CP Borrowing Payment Date.

“Current Outstanding Amount” means $21,193,034.00. For the Class A Notes, the Current Outstanding Amount is $17,484,253.00. For the Class B Notes, the Current Outstanding Amount is $3,708,781.00.

“Custodial Agreement” means that certain Sixth Amended and Restated Custodial Agreement, dated as of June 26, 2015, by and among the Custodian, the Indenture Trustee, the Servicer, the Issuer and the Administrative Agent, as amended, restated or otherwise modified from time to time in accordance with their terms thereof.

“Custodial Delivery Failure” has the meaning specified in Section 2.5 of the Custodial Agreement.

“Custodial Fees” means the fees provided in the Custodial Agreement to the Custodian for its services thereunder.

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“Custodian” means Wells Fargo Bank, National Association, or its permitted successors and assigns.

“Custodian Loan Transmission” means in the case of each Timeshare Loan, a weekly (or as needed) transmission containing the following information to be delivered electronically by the Custodian to the Administrative Agent pursuant to the Custodial Agreement: the Obligor’s name, codes indicating Material Exceptions, if any, written descriptions of such Material Exceptions, the Resort code, the Servicer Identification number, the property address of the Obligor, the original loan amount and the interest rate for the Timeshare Loan. The Custodian shall incorporate all current data provided by any Performance Guarantor to the Custodian into the Custodian Loan Transmission.

“Cut-Off Date” means (a) with respect to a Timeshare Loan (other than an Additional Timeshare Loan), the date specified in the Schedule of Timeshare Loans as the date after which all subsequent Collections related to such Timeshare Loans are sold by the Seller to the Depositor and by the Depositor to the Issuer and (b) with respect to an Additional Timeshare Loan, the date specified as such in the Additional Timeshare Loan Supplement.

“Cut-Off Date Loan Balance” means the Loan Balance of a Timeshare Loan on the related Cut-Off Date.

“Declaration” means the declaration in furtherance of a plan for subjecting a Resort or a Collection to a timeshare form of ownership, which declaration contains covenants, restrictions, easements, charges, liens and including, without limitation, provisions regarding the identification of Timeshare Interest and the common areas and the regulation and governance of the real property comprising such Resort or such Collection as a timeshare regime.

“Default” means an event which, but for the passage of time or the giving of notice or both, would constitute an Event of Default, Servicer Event of Default or Amortization Event.

“Default Level” means for any Due Period, the amount equal to the sum of the loan balances of all Timeshare Loans in the Securitized Portfolio or Warehouse Portfolio, as the case may be, that are 181 days or more delinquent and otherwise meets the definition of “60-day Plus Delinquent Loan” herein (other than, in the case of the Warehouse Portfolio, 60-day Plus Delinquent Loans for which DFHC has exercised its option to repurchase or substitute pursuant to Section 6(b) of the Sale Agreement) divided by the aggregate loan balance of all Timeshare Loans in the Securitized Portfolio or Warehouse Portfolio, as applicable.

“Defaulted Borrowing Date” has the meaning specified in Section 6.5 of the Note Funding Agreement.

“Defective Timeshare Loan” means any Timeshare Loan for which the Seller or the Depositor has breached a representation and warranty and has not cured, repurchased or replaced in accordance with the Purchase Agreement or the Sale Agreement.

“Deferred Interest Distribution Amount” means for any Payment Date occurring on and after the occurrence of an Amortization Event, an amount equal to the sum of (i) interest accrued

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during the related Interest Accrual Period at the Deferred Rate on the related portion of the Aggregate Outstanding Note Balance immediately prior to such Payment Date and (ii) the amount of unpaid Deferred Interest Distribution Amounts from prior Payment Dates, plus, to the extent permitted by law, interest thereon at the related Deferred Rate. The Deferred Interest Distribution Amount for the Notes will be calculated on the basis of actual number of days elapsed during the Interest Accrual Period and a 360 day year.

“Deferred Rate” means, with respect to the Notes, the applicable Note Rate plus 4.25%.

“Delinquency Level” means for any Due Period, the amount equal to the sum of the loan balances of the Securitized Portfolio or Warehouse Portfolio, as the case may be, that are more than 60 days but less than 181 days delinquent divided by the aggregate loan balance of all Timeshare Loans in the Securitized Portfolio or Warehouse Portfolio, as applicable.

“Deliver” means (x) with respect to a Tangible Timeshare Loan File, to deliver physical possession of such Tangible Timeshare Loan File via reputable overnight delivery service and (y) with respect to an Electronic Timeshare Loan File, to direct the transfer of such Electronic Timeshare Loan File from the vault partition of the Depositor to the Warehouse Vault Partition. The terms “Delivery” and “Delivered” shall have corollary meanings.

“Delivery Date” has the meaning specified in Section 1.1(b) of the Custodian Agreement.

“Deposit Account” means a “deposit account” within the meaning of Section 9 102(a)(29) of the UCC.

“Deposit Account Control Agreement” means a deposit account control agreement for a lockbox account (including the Centralized Lockbox Account), as it may be amended, supplemented or otherwise modified from time to time.

“Depositor” means Diamond Resorts Depositor 2008 LLC, a Delaware limited liability company.

“Determination Date” means, with respect to any Payment Date, the fourth Business Day prior to such Payment Date.

“DFHC” means Diamond Resorts Finance Holding Company, a Delaware corporation.

“DFS” means Diamond Resorts Financial Services, Inc., a Nevada corporation.

“DHC” means Diamond Resorts Developer and Sales Holding Company, a Delaware corporation.

“DHC Subsidiary Distribution and Assignment Agreement” means each distribution and assignment agreement by and between DHC and a DHC Subsidiary Loan Owner.

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“DHC Subsidiary Loan Owner” means Diamond Resorts U.S. Collection Development, LLC, Diamond Resorts Hawaii Collection Development, LLC and Diamond Resorts California Collection Development, LLC.

“Diamond Marketing and Sales Percentage” means the amount equal to the average of the selling and marketing expenses as a percentage of total Timeshare Interest sales as reported by Diamond Resorts, over the last four quarters; provided that if such quarter is a quarter ending on December 31, the Diamond Marketing and Sales Percentage will be based on the selling and marketing expenses for the most recent year.

“Diamond Resorts Corporation” means Diamond Resorts Corporation, a Maryland corporation.

“Diamond Resorts Entity” means each Diamond Resorts Party, each Collection Developer and their respective Affiliates.

“Diamond Resorts Marketing and Sales Percentage” means the amount equal to the average of the selling and marketing expenses as a percentage of total Timeshare Interest sales as reported by Diamond Resorts Corporation, over the last four quarters; provided that if such quarter is a quarter ending on December 31, the Diamond Resorts Marketing and Sales Percentage will be based on the selling and marketing expenses for the most recent year.

“Diamond Resorts Party” means each of the Issuer, the Seller, the Depositor, the Servicer, each Subsidiary Loan Owner and each Performance Guarantor.

“Diamond Resorts Subsidiary Distribution and Assignment Agreement” means each distribution and assignment agreement by and between Diamond Resorts Corporation and a Diamond Resorts Subsidiary Loan Owner.

“Diamond Resorts Subsidiary Loan Owner” means DHC.

“Diamond Timeshare Receivables” means timeshare receivables originated by, contributed or otherwise owned by Holdings, Diamond Resorts Corporation or any other Subsidiary.

“Direct Obligations” means direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America.

“Distribution and Assignment Agreement” means, as the context requires, any of the DHC Subsidiary Distribution and Assignment Agreement or the Diamond Resorts Subsidiary Distribution and Assignment Agreement, as same may be amended from time to time.

“DocuSign” means DocuSign Inc., a Washington corporation.

“DocuSign System” means the electronic signature services and the accompanying technology system comprised of proprietary and third party software, hardware, network

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communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials of DocuSign that assists in electronic contracting in the timeshare industry.

“Domestic Obligor” means all Obligors who are not Foreign Obligors.

“Domestic Subsidiaries” means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Due Period” means with respect to any Payment Date, the immediately preceding calendar month.

“Electronic Obligor Note” means an Obligor Note which was created electronically using the DocuSign System and stored using the eOriginal System in a manner in which: (1) a single Authoritative Copy of the Obligor Note exists which is unique, identifiable and, except as otherwise provided in subparagraphs (4), (5) and (6) below, unalterable; (2) the Authoritative Copy is maintained in clean format and is held in a vault partition managed by the Custodian that identifies the Indenture Trustee as the secured party of the Obligor Note; (3) the Authoritative Copy is communicated to and maintained by the Custodian, as the designated custodian of the Indenture Trustee; (4) copies or revisions that add or change an identified assignee of the Authoritative Copy can be made only with the participation of the Custodian, as the designated custodian of the Indenture Trustee; (5) each copy of the Authoritative Copy and any copy of a copy is readily identifiable as a copy that is not the Authoritative Copy; and (6) any revision of the Authoritative Copy is readily identifiable as an authorized or unauthorized revision.

“Electronic Timeshare Loan File” means a Timeshare Loan File, the contents of which were created electronically using the DocuSign System.

“Eligible Bank Account” means a segregated account held for the benefit of the Secured Parties which may be an account maintained with the Indenture Trustee, which is either: (i) maintained with a depository institution or trust company whose long-term unsecured debt obligations are rated at least A by S&P, A2 by Moody’s and A by Fitch and whose short-term unsecured obligations are rated at least A-1 by S&P, P-1 by Moody’s and F-1 by Fitch; or (ii) a trust account or similar account maintained at the corporate trust department and in the name of the Indenture Trustee.

“Eligible Investments” means one or more of the following obligations or securities:

(a)Direct Obligations;

(b)federal funds, or demand and time deposits in, certificates of deposit of, or bankers’ acceptances issued by, any depository institution or trust company (including U.S. subsidiaries of foreign depositories and the Indenture Trustee or any agent of the Indenture Trustee, acting in its respective commercial capacity) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as at the time of investment, the commercial paper or other short-term unsecured debt obligations or long‑term unsecured debt obligations of such depository institution or trust company

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have been rated by each Rating Agency in its highest short-term rating category or one of its two highest long-term rating categories;

(c)securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which has a short-term unsecured debt rating from each Rating Agency, at the time of investment at least equal to the highest short-term unsecured debt ratings of each Rating Agency, provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust Estate to exceed 20% of the sum of the aggregate Outstanding Note Balance and the aggregate principal amount of all Eligible Investments in the Collection Account, provided, further, that such securities will not be Eligible Investments if they are published as being under review with negative implications from any Rating Agency;

(d)commercial paper (including both non interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 180 days after the date of issuance thereof) rated by each Rating Agency in its highest short-term ratings; and

(e)any other demand, money market fund, common trust estate or time deposit or obligation, or interest-bearing or other security or investment (including those managed or advised by the Indenture Trustee or an Affiliate thereof): rated in the highest rating category by each Rating Agency. Such investments in this subsection (f) may include money market mutual funds or common trust estates, including any other fund for which the Indenture Trustee or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or sub-custodian, notwithstanding that (x) the Indenture Trustee or an Affiliate thereof charges and collects fees and expenses from such funds for services rendered, (y) the Indenture Trustee or an Affiliate thereof charges and collects fees and expenses for services rendered pursuant to the Indenture, and (z) services performed for such funds and pursuant to this Indenture may converge at any time;

provided, however, that (1) any such Eligible Investment must be money-market or other relatively risk-free instruments without options and with maturities no later than the Business Day prior to the expected Payment Date; and provided further, however, that no such instrument shall be an Eligible Investment if such instrument (i) evidences either (x) a right to receive only interest payments with respect to the obligations underlying such instrument or (y) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, and (ii) is purchased at a price in excess of par. Any Eligible Investment may be made by or through the Indenture Trustee or an affiliate of the Indenture Trustee.

“Eligible Timeshare Loan” means a Timeshare Loan conforming to each of the representations and warranties set forth in Schedule I to the Sale Agreement as of the Funding Date, Transfer Date or, with respect to a Determination Date (and any related Payment Date), the last day of the Due Period, as the case may be. 30-day Plus Delinquent Loans, 60-day Plus Delinquent Loans and Defective Timeshare Loans are not, as of any date of determination, Eligible Timeshare Loans.

“Embargoed Person” means any Person subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701

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et seq., The Trading with the Enemy Act, 50 U.S.C. App. I et seq., and any executive orders or regulations promulgated thereunder with the result that the investment in any Diamond Resorts Entity (whether directly or indirectly), is prohibited by law or the Notes issued by the Issuer are in violation of law.

“Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, etseq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, etseq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, etseq.), the Federal Clean Water Act (33 U.S.C. § 1251 etseq.), the Clean Air Act (42 U.S.C. § 7401 etseq.), the Toxic Substances Control Act (15 U.S.C. § 2601 etseq.) and the Occupational Safety and Health Act (29 U.S.C. § 651 etseq.), as such laws may be amended or otherwise modified from time to time, and any other present or future Federal, state, local or foreign statute, law, code, ordinance, rule, regulation, order, judgment, decree, injunction, notice, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct relating to protection of the environment, preservation or reclamation of natural resources, the presence, management or Release of Hazardous Materials or to health and safety matters.

“Environmental Liability” means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“eOriginal” means eOriginal, Inc., a Delaware corporation.

“eOriginal System” means the electronic vaulting and management services and accompanying technology system comprised of proprietary and third party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials of eOriginal that enable electronic contract vaulting in the timeshare industry.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“Equity Issuance” means any issuance or sale by Parent or any of its Subsidiaries of any Equity Interests of Parent or any such Subsidiary, as applicable, except in each case for (a) any issuance or sale to Parent or any of its Subsidiaries and (b) any issuance of directors qualifying shares.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amendedfrom time to time and any successor statute, together with the rules and regulations thereunder.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) that together with Parent, Holdings or Diamond Resorts Corporation is treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to an Plan (other than an event for which the 30-day notice period is waived), (b) the failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by Parent, Holdings or Diamond Resorts Corporation or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of Parent, Holdings or Diamond Resorts Corporation or any of their ERISA Affiliates from any Plan or Multiemployer Plan, (e) the receipt by Parent, Holdings or Diamond Resorts Corporation or any of their ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (g) the receipt by Parent, Holdings or Diamond Resorts Corporation or any of their ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from Parent, Holdings or Diamond Resorts Corporation or any of their ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be in endangered or critical status within the meaning of Section 305 of ERISA, (h) the occurrence of a “prohibited transaction” with respect to which Parent, Holdings or Diamond Resorts Corporation or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which Parent, Holdings or Diamond Resorts Corporation or any such Subsidiary could otherwise be liable, (i) any Foreign Benefit Event or (j) any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of Parent, Holdings or Diamond Resorts Corporation or any other Subsidiary.

“Erroneous Payee” has the meaning specified in Section 5.2(c) of the Indenture.

“Errors” has the meaning specified in Section 5.16(f)(i) of the Indenture.

“Event of Default” means any one of the following events:

(a)without regard to Available Funds, default in the making of Interest Distribution Amounts, Principal Distribution Amounts, any fees due the Administrative Agent or any Purchaser, or any other payments or deposits required by the Indenture or the Note Funding Agreement when such become due and payable, and continuance of such default for three Business Days; or

(b)a failure to maintain Hedge Agreements satisfying the Hedge Requirements and such failure shall continue for 15 calendar days or any Hedge Counterparty ceases to be a Qualified Hedge Counterparty and such failure continues for 60 calendar days; or

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(c)a default in the performance of, or the breach of any covenant of a Diamond Resorts Entity in the Indenture or other Transaction Document (other than a covenant dealing with a default in the performance of which, or the breach of which, is specifically dealt with elsewhere in this definition of Event of Default) and the continuance of such default or breach for a period of 30 days (or, if the defaulting party shall have provided evidence satisfactory to the Administrative Agent at its sole discretion (1) that such breach cannot be cured in the 30-day period, (2) that such breach can be cured within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) such Diamond Resorts Entity first acquiring knowledge thereof, and (y) the Indenture Trustee’s, the Administrative Agent’s or any Purchaser’s giving written notice thereof to the Issuer; provided, however, that if such default or breach is in respect of a breach that cannot be cured, there shall be no grace period whatsoever; provided, further, that there shall be no grace period for (i) the Issuer’s breach of the covenant set forth in Section 8.6(b) of the Indenture or (ii) the Servicer’s breach of the covenants set forth in Sections 5.3(l) and 5.3(m) of the Indenture; or

(d)if any representation or warranty of a Diamond Resorts Entity made in the Indenture or other Transaction Document shall prove to be incorrect in any material respect as of the time when the same shall have been made, and such breach is not remedied within 30 days (or, if the defaulting party shall have provided evidence satisfactory to the Administrative Agent (1) that such representation or warranty cannot be cured in the 30-day period, (2) that such representation or warranty can be cured within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) such Diamond Resorts Entity first acquiring knowledge thereof, and (y) the Indenture Trustee’s, the Administrative Agent’s or any Purchaser’s giving written notice thereof to the Issuer; provided, however, if such breach is in respect of a representation or warranty that cannot be cured, there shall be no grace period whatsoever; or

(e)the entry by a court having jurisdiction over a Diamond Resorts Entity of (i) a decree or order for relief in respect of such Diamond Resorts Entity in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging such Diamond Resorts Entity as a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of such Diamond Resorts Entity under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Diamond Resorts Entity, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 30 consecutive days; or

(f)the commencement by a Diamond Resorts Entity of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated as a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of such Diamond Resorts Entity in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of such Diamond Resorts Entity or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or such Diamond Resorts

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Entity’s failure to pay its debts generally as they become due, or the taking of corporate action by such Diamond Resorts Entity in furtherance of any such action; or

(g)any provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against any party intended to be a party thereto, or the validity or enforceability thereof shall be contested by any party thereto or a proceeding shall be commenced by any party seeking to establish the invalidity or unenforceability thereof or, any party shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document; or

(h)the impairment of the validity of any security interest of the Indenture Trustee in the Trust Estate in any material respect, except as expressly permitted under the Transaction Documents, or the creation of any material encumbrance on or with respect to the Trust Estate or any portion thereof not otherwise permitted; or

(i)the Issuer becoming subject to registration as an “investment company” under the Investment Company Act of 1940, as amended; or

(j)the Servicer has been terminated following a Servicer Event of Default and a successor Servicer has not been appointed or such appointment has not been accepted within 20 days of the date of termination specified in the termination notice; or

(k)a Change of Control shall have occurred; or

(l)any Collection or Collection Association shall incur any indebtedness (other than trade debt in the ordinary course); or

(m)one or more judgments shall be rendered against a Diamond Resorts Entity or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of such Diamond Resorts Entity to enforce any such judgment and such judgment either (A) is for the payment of money in an aggregate amount in excess of $20,000,000 (excluding amounts (1) covered by insurance from a credit worthy insurance carrier that is not an Affiliate of Parent and has been advised of the claim and has not disclaimed coverage or (2) covered by an indemnity agreement with a credit worthy indemnitor that is, and upon terms that are, reasonably acceptable to the Administrative Agent, and to the extent such indemnitor has been advised of the claim and has not disclaimed that such claim is indemnifiable) or (B) is for injunctive relief and could reasonably be expected to result in a Material Adverse Effect; or

(n)an ERISA Event shall have occurred that, in the opinion of the Required Purchasers, when taken together with all other such ERISA Events, could reasonably be expected to result in liability of Parent, Holdings, Diamond Resorts Corporation and their ERISA Affiliates in an aggregate amount exceeding $10,000,000; or

(o)an event or development occurs which has or is reasonably likely to have a Material Adverse Effect and the Administrative Agent has given notice to the Issuer; or

(p)there occurs an “Event of Default” under the Senior Secured Credit Facility, as defined thereunder; or

(q)there occurs an event under any future credit agreement similar in nature to the Senior Secured Credit Facility that is an “Event of Default” as defined thereunder, or, if such term is not defined thereunder, an event as defined using a term similar to “Event of Default”; or

(r)the Aggregate Outstanding Note Balance exceeds the Total Borrowing Base as of the related Payment Date and the Issuer fails to either (i) pay in full an amount of principal on the

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Notes equal to such excess or (ii) pledge additional Timeshare Loans such that the Aggregate Outstanding Note Balance does not exceed the Total Borrowing Base.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“Excluded Loan Balance” means, as of any date of determination means with respect to a Borrowing Base Loan Group:

(i)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor is a Foreign Obligor exceeds 7% of the aggregate Loan Balance of all Borrowing Base Loan in such Borrowing Base Loan Group; plus

(ii)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor (that is not a Foreign Obligor) does not have a FICO score exceeds 3% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

(iii)the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor Note term is greater than 120 months; plus

(iv)the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor has a FICO score less than 550; plus

(v)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor has a FICO score less than 600 exceeds 5% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

(vi)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor has a FICO score less than 650 exceeds 25% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

(vii)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor has a FICO score less than 700 exceeds 50% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

(viii)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor is a resident of California exceeds 50% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

(ix)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor is a resident of Arizona exceeds 17.5% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

(x)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor is a resident of Florida exceeds 12.5% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

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(xi)the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group related to the Cabo Azul Collection exceeds 10% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group; plus

(xii)for any state of the United States (other than Arizona, California or Florida) the amount by which the principal balance of all Borrowing Base Loans in such Borrowing Base Loan Group for which the related Obligor is a resident of such state exceeds 7.5% of the aggregate Loan Balance of all Borrowing Base Loans in such Borrowing Base Loan Group.

“Excluded Loan Group Balance” means for any Borrowing Base Loan Group, an amount equal to the Excluded Loan Balance multiplied by a fraction, the numerator of which is the aggregate Loan Balance of Borrowing Base Loans in such Borrowing Base Loan Group and the denominator of which is the Aggregate Loan Balance of the Borrowing Base Loans.

“Excluded Taxes” has the meaning specified in Section 6.3 of the Note Funding Agreement.

“Extension Notice Deadline” has the meaning specified in Section 2.2(d) of the Note Funding Agreement.

“External Rating” has the meaning specified in Section 5.1(hh) of the Note Funding Agreement.

“Facility Termination Date” means the earliest of (i) the Commitment Expiration Date, (ii) the date of any termination of the Commitments by the Issuer pursuant to Section 2.2(a) of the Note Funding Agreement or (iii) the date the Notes are accelerated as a result of an Event of Default.

“FATCA” means Sections 1471 through 1474 of the Code, any current or future Treasury Regulations promulgated thereunder, or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b) of the Code.

“FATCA Withholding Tax” means any withholding or deduction made in respect of any payment pursuant to FATCA.

“Federal Funds Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain letter(s) by and among the Issuer, the Performance Guarantors and the Administrative Agent related to certain fees to be paid to the Administrative Agent.

“FICO 599 and Less Loan Group” means all Borrowing Base Loans for which the related Domestic Obligors have FICO scores equal to or less than 599.

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“FICO 600 to 649 Loan Group” means all Borrowing Base Loans for which the related Domestic Obligors have FICO scores in the range from and including 600 to and including 649.

“FICO 650 to 699 Loan Group” means all Borrowing Base Loans for which the related Domestic Obligors have FICO scores in the range from and including 650 to and including 699.

“FICO 700 to 749 Loan Group” means all Borrowing Base Loans for which the related Domestic Obligors have FICO scores in the range from and including 700 to and including 749.

“FICO 750 to 799 Loan Group” means all Borrowing Base Loans for which the related Domestic Obligors have FICO scores in the range from and including 750 to and including 799.

“FICO 800 Plus Loan Group” means all Borrowing Base Loans for which the related Domestic Obligors have FICO scores equal to or greater than 800.

“Fifth A/R Notes” has the meaning specified in the Recitals of the Indenture.

“Financed Asset” means any property or asset newly-purchased from a third party other than an Affiliate of Diamond Resorts Corporation.

“Financial Covenants” means so long as any principal of or interest on any Note (whether or not due) shall remain unpaid or any Purchaser shall have any Commitment hereunder, none of Parent, Holdings or Diamond Resorts Corporation will, nor will they cause or permit any of their Subsidiaries to, unless the Required Purchasers shall otherwise consent in writing:

(a)Interest Coverage Ratio. Permit, for any period of four consecutive fiscal quarters, in each case taken as one accounting period, the ratio of Consolidated EBITDA for such period to Consolidated Interest Expense for such period to be less than 1.50 to 1.00 on the last day of any fiscal quarter.

(b)Total Leverage Ratio. Permit the ratio of (i) Total Funded Debt on such date minus unrestricted cash and Cash Equivalents to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended to be greater than 5.00 to 1.00 on the last day of any other fiscal quarter.

(c)Total Liquidity. Permit the aggregate unrestricted cash and Cash Equivalents held by Holdings, Diamond Resorts Corporation and the other Subsidiaries (other than the cash and Cash Equivalents held by an Unrestricted Subsidiary) on the last day of any fiscal quarter to be less than $10,000,000.

Notwithstanding the foregoing, in the event that any of the Performance Guarantors undertakes a financing or amends and existing financing in which the financial covenants are more favorable to the lenders party thereto than the financial covenants made under the Transaction Documents, this definition of “Financial Covenants” shall be, without any further action by any Transaction Party, deemed amended and modified in an economically and legally equivalent manner such that the Purchasers shall receive the benefit of the more favorable financial covenants contained in such financing documents.

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“Financial Officers” means the chief financial officer, principal accounting officer, treasurer or controller of such person.

“Fitch” means Fitch Ratings.

“FLRX” means FLRX Inc., a Subsidiary of the Borrower.

“FLRX Judgment” means the judgment in the amount of approximately $30,000,000 rendered on January 11, 2010 against FLRX.

“Fourth A/R Notes” has the meaning specified in the Recitals of the Indenture.

“Foreign Benefit Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability in excess of $10,000,000 by Parent or any Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by Parent or any of the Subsidiaries, or the imposition on Parent or any of the Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, in each case in excess of $10,000,000.

“Foreign Language Template” has the meaning specified in Section 1.2(c) of the Custodial Agreement.

“Foreign Obligor” means an Obligor that is not a citizen or resident of, and making payments from, the “United States” (as defined in Section 7701(a)(9) of the Code), Puerto Rico, the U.S. Virgin Islands, any United States territories or Canada.

“Foreign Pension Plan” means any benefit plan that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Foreign Timeshare Loan” means a Borrowing Base Loan for which the related Obligor is a Foreign Obligor.

“Foreign Timeshare Loan Group” means Borrowing Base Loans which are Foreign Timeshare Loans.

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“Funding Agent” means, for each Purchaser Group, the agent bank identified as the Funding Agent on Schedule I to the Note Funding Agreement or in the Joinder Supplement or Transfer Supplement pursuant to which such Purchaser Group became a party to the Note Funding Agreement, and any permitted assignee thereof.

“Funding Agent-Related Persons” means the applicable Funding Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates.

“Funding Date” means the date on which the Issuer shall make a Borrowing pursuant to the Indenture and the Note Funding Agreement, after satisfaction of the conditions precedent in the Note Funding Agreement and the Indenture.

“Funding Maturity Date” means the later to occur of (i) the day on which the aggregate principal component of Allocated Commercial Paper of a Conduit which will mature on or after the relevant CP Borrowing Payment Date equals or exceeds such CP Excess Amount or (ii) the day on which the latest maturing Structured Hedge Agreement entered into by a Conduit and relating to the Allocated Commercial Paper described in clause (i) of this paragraph matures.

“Funding Termination Event” means the occurrence of any Event of Default, Amortization Event or Servicer Event of Default.

“GAAP” means United States generally accepted accounting principles applied on a consistent basis.

“Governing Body” means the board of directors or other body having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership or limited liability company.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Grant” means to grant, bargain, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm.

“Granting Clause” means the Granting Clause of the Indenture.

“Gross Excess Spread Percentage” means for any Due Period the percentage equivalent of a fraction:

(A) the numerator of which is the product of:

(x) the sum of (i) all collections for such Due Period on the Borrowing Base Loans attributable to interest and (ii) amounts received from a Qualified Hedge Counterparty during such Due Period, minus the sum of (i) the Interest Distribution Amount on the related Payment Date (ii) the Servicing

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Fee on the related Payment Date and (iii) any net hedge payment due on the related Payment Date; and

(y) 360, divided by the actual number of days in such Due Period, and

(B) the denominator of which is the average daily Aggregate Loan Balance for such Due Period.

“Guarantee” of or by any person means any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities, or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness of other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means (a) any element, compound, chemical, material, substance or waste that is defined, listed or classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste, or otherwise prohibited, limited or regulated, under Environmental Laws; (b) petroleum and its products and by-products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic, including but not limited to corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone depleting substances, and any raw materials and building components, including but not limited to manufactured products containing hazardous substances.

“Hedge Agreement” means collectively (i)(A) the related ISDA Master Agreement (as same may be amended from time to time), the related Schedule to the ISDA Master Agreement, and the related Confirmation or (B) a long form confirmation, and (ii) to the extent applicable, pursuant to Section 3.03(b)(v) of the Indenture, an ISDA Credit Support Annex relating thereto.

“Hedge Agreement Collateral Posting Requirements” has the meaning specified in Section 3.3(b)(v) of the Indenture.

“Hedge Amortization Schedule” means the amortization schedule prepared from time to time by the Administrative Agent in accordance with Section 3.3(b)(ix) of the Indenture in connection with the Hedge Agreements based on (i) the timeshare loan data file prepared by the Issuer and the Servicer for the Administrative Agent and (ii) the commercially reasonable assumptions regarding payment, prepayment and defaults on the Timeshare Loans agreed upon by the Issuer and the Administrative Agent in writing.

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“Hedge Collateral Account” means the account established and maintained by the Indenture Trustee pursuant to Section 3.2(c) of the Indenture.

“Hedge Collateral Account Bank” means Wells Fargo Bank, National Association, and its permitted successors or assigns.

“Hedge Collateral Amount” has the meaning specified in Section 3.3(v)(C) of the Indenture.

“Hedge Counterparty” means the initial counterparty under a Hedge Agreement and any Qualified Hedge Counterparty to such Hedge Agreement thereafter.

“Hedge Event of Default or Termination Event” means any event of default or termination event under a Hedge Agreement.

“Hedge Requirements” has the meaning specified in Section 3.3 of the Indenture.

“Hedge Termination Payment” means any termination payment due to the Hedge Counterparty as a result of a termination of a Hedge Agreement.

“Highest Lawful Rate” has the meaning specified in Section 3 of the Sale Agreement.

“Holder” or “Noteholder” means the person in whose name a Note is registered in the Note Register.

“Holdings” means Diamond Resort Holdings, LLC.

“Implied Rating” has the meaning specified in Section 5.1(hh) of the Note Funding Agreement.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person upon which interest charges are customarily paid, (d) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such person of Indebtedness of others, (h) all Capital Lease Obligations and Synthetic Lease Obligations of such person, (i) all obligations of such person as an account party in respect of letters of credit, (j) all obligations of such person in respect of bankers’ acceptances and (k) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

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“Indemnified Amounts” has the meaning set forth in Section 2.4 of the Note Purchase Agreement.

“Indenture” means the Seventh Amended and Restated Indenture, dated as of January 20, 2016, by and among the Issuer, the Servicer, the Indenture Trustee, the Custodian, the Back-Up Servicer and the Administrative Agent, as amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Indenture Trustee” means Wells Fargo Bank, National Association, or such successor as set forth in Section 7.9 of the Indenture.

“Indenture Trustee Expenses” means reasonable out-of-pocket expenses of the Indenture Trustee incurred in connection with performance of the Indenture Trustee’s obligations and duties under the Indenture.

“Indenture Trustee Fee” means on each Payment Date, an amount equal to the greater of (a) $1,000 or (b) the product of (x) one-twelfth of 0.006% and (y) the Aggregate Loan Balance as of the first day of the related Due Period.

“Initial Funding Date” means November 3, 2008.

“Initial Timeshare Loans” means the Timeshare Loans listed on the Schedule of Timeshare Loans as sold by the Depositor to the Issuer and simultaneously pledged to the Indenture Trustee on the Closing Date.

“Initial Trial Balance” has the meaning specified in Section 5.16(b) of the Indenture.

“Insurance Proceeds” means (i) proceeds of any insurance policy, including property insurance policies, casualty insurance policies and title insurance policies, and (ii) any condemnation proceeds, in each case which relate to the Timeshare Loans or the Timeshare Property and are paid or required to be paid to, and may be retained by, the Issuer, any of its Affiliates or to any mortgagee of record.

“Intended Tax Characterization” has the meaning specified in Section 4.4(b) of the Indenture.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of August 8, 2007, by and among DFS, Diamond Resorts Centralized Services Company (f/k/a Sunterra Centralized Services Company), Diamond Resorts Polo Development, LLC (f/k/a Polo Sunterra Development, LLC), the Performance Guarantors, the Administrative Agent, Merrill Lynch Mortgage Lending, Inc., the Indenture Trustee and each other Person from time to time party thereto.

“Interest Accrual Period” means with respect to any Payment Date, the period from and including the immediately preceding Payment Date to and including the day immediately preceding such Payment Date.

“Interest Distribution Amount” means an amount equal to the sum of: (A) interest accrued during the related Interest Accrual Period at the applicable Note Rate on the related portion of the

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Aggregate Outstanding Note Balance immediately prior to such Payment Date and (B) the amount of unpaid Interest Distribution Amounts from prior Payment Dates plus, to the extent permitted by law, interest thereon at the related Note Rate. The Interest Distribution Amount for the Notes will be calculated on the basis of actual number of days elapsed during the Interest Accrual Period and a 360 day year.

“Interest Rate Per Annum” means, for a Timeshare Loan, the interest rate per annum specified for such Timeshare Loan on the Schedule of Timeshare Loans.

“Inventory Report” means with respect to each Timeshare Loan, a weekly (or as needed basis) report presented in an electronic format by the Custodian to the Administrative Agent which report lists any Timeshare Loan Files that are in the possession of the Custodian pursuant to the Custodial Agreement. Each Inventory Report will include any updates thereto from the time last delivered.

“Investing Office” means initially, the office of any Purchaser, designated as such, on the signature pages to the Note Funding Agreement or in the Joinder Supplement or Transfer Supplement pursuant to which such Purchaser became a party to the Note Funding Agreement, and thereafter, such other office of such Purchaser or Assignee as may be designated in writing to the Administrative Agent and the Issuer by such Purchaser or Assignee.

“Investment Letter” has the meaning specified in Section 8.1(b) of the Note Funding Agreement.

“Issuer” means Diamond Resorts Issuer 2008 LLC, a Delaware limited liability company.

“Issuer Order” means a written order or request delivered to the Indenture Trustee and signed in the name of the Issuer by an Authorized Officer.

“Joinder Supplement” has the meaning specified in Section 2.2(c) of the Note Funding Agreement.

“Last Endorsee” means the last endorsee of an original Obligor Note.

“LIBOR Rate” means, with respect to any Interest Accrual Period, the rate per annum shown on Telerate Page 3750 as the composite offered rate for London interbank deposits for a period equal to such Interest Accrual Period, as shown under the heading “USD” as of 11:00 a.m. (London time) two London Business Days prior to the first day of such Interest Accrual Period; provided that in the event no such rate is shown, the LIBOR Rate shall be the rate per annum based on the rates at which Dollar deposits for a period equal to such Interest Accrual Period are displayed on Reuters Screen LIBOR01 Page or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m. (London time) two London Business Days prior to the first day of such Interest Accrual Period (it being understood that if at least two such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); providedfurther that in the event fewer than two such rates are displayed, or if no such rate is relevant, the LIBOR Rate shall be a rate per annum at which deposits in Dollars

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are offered by the principal office of Deutsche Bank AG in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two London Business Days before the first day of such Interest Accrual Period for delivery on such first day and for a period equal to such Interest Accrual Period; provided, further, that the LIBOR Rate shall never be less than 0.50%.

“LIBOR Reserve Percentage” means, with respect to any Interest Accrual Period, a percentage (expressed as a decimal) equal to the weighted average of the percentages in effect during such Interest Accrual Period, as prescribed by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve requirements applicable to “Eurocurrency liabilities” pursuant to Regulation D or any other applicable regulation of the Federal Reserve Board (or any successor thereto) which prescribes reserve requirements applicable to “Eurocurrency liabilities” as currently defined in Regulation D.

“Licenses” means all material certifications, permits, licenses and approvals, including without limitation, certifications of completion and occupancy permits required for the legal use, occupancy and operation of each Resort as a timeshare resort or hotel.

“Lien” means any mortgage, pledge, hypothecation, assignment for security, security interest, claim, participation, encumbrance, levy, lien or charge.

“Liquidation” means with respect to any 60-day Plus Delinquent Loan, the sale or disposition of the related Timeshare Interest, following foreclosure, other enforcement action or the taking of a deed in lieu of foreclosure, to a Person other than the Servicer and the delivery of a bill of sale or the recording of a deed of conveyance with respect thereto, as applicable.

“Liquidation Expenses” means, with respect to any 60-day Plus Delinquent Loan, the reasonable out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer in connection with the performance of its obligations under Sections 5.3(vii) through (x) in the Indenture, including: (i) any foreclosure and other repossession expenses incurred with respect to such Timeshare Loan, (ii) (a) if DFS or another Diamond Resorts Entity is the Servicer, commissions and marketing and sales expenses incurred with respect to the sale of the related Timeshare Interest (calculated as the Diamond Resorts Marketing and Sales Percentage of the total liquidation or resale price of such Timeshare Interest (expressed as a dollar figure)), or (b) if a Diamond Resorts Entity is no longer the Servicer, actual commissions and actual marketing and sales expenses incurred with respect to the sale of the related Timeshare Interest, and (iii) any other fees and expenses reasonably applied or allocated in the ordinary course of business with respect to the Liquidation of such 60-day Plus Delinquent Loan (including any property taxes, dues, maintenance fees, assessed timeshare association fees and like expenses).

“Liquidation Proceeds” means with respect to the Liquidation of any 60-day Plus Delinquent Loan, the amounts actually received by the Servicer in connection with such Liquidation including any rental income less related rental expenses.

“Loan Balance” means, for any date of determination, the outstanding principal balance due under or in respect of a Timeshare Loan (including any 60-day Plus Delinquent Loan).

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“Loan/Contract Number” means, with respect to any Timeshare Loan, the number assigned to such Timeshare Loan by the Servicer, which number is set forth in the Schedule of Timeshare Loans, as amended from time to time.

“Local Counsel Opinion Requirement” means the delivery of opinions addressed to the Administrative Agent and the Purchasers (each, a “Local Counsel Opinion”) in form and substance satisfactory to the Administrative Agent and its counsel which opine as to each relevant Diamond Resorts Entity’s compliance with a Required Local Counsel Jurisdiction’s local real estate matters, local loan origination and assignment matters, compliance with local Timeshare Laws, UCC matters, title policy issues and such other matters related to local law as reasonably requested by the Administrative Agent; provided, that if a jurisdiction that was not a Required Local Counsel Jurisdiction becomes a Required Local Counsel Jurisdiction, the Issuer shall have a period of 45 days to deliver the related Local Counsel Opinion.

“Lockbox Bank” has the meaning specified in Section 5.2(a) of the Indenture.

“Lockbox Bank Fees” means all fees and expenses payable to any Lockbox Bank as compensation for services rendered by such Lockbox Bank in maintaining a lockbox account in accordance with the Indenture and the provisions of a deposit account control agreement or similar document.

“London Business Day” means any day other than (i) a Saturday, a Sunday, or (ii) a day on which banking institutions in London are authorized or obligated by law or executive order to be closed.

“Lost Note Affidavit” means a lost instrument affidavit substantially in the form of Exhibit D attached to the Sale Agreement.

“Majority Purchaser Group Investors” means at any time, with respect to each Purchaser Group, the Alternate Purchasers with respect to such Purchaser Group having more than 51% of the Commitment of the most senior Class of Notes then Outstanding of such Purchaser Group.

“Management Agreement” has the meaning specified in Schedule II of the Sale Agreement.

“Margin Stock” has the meaning assigned to such term in Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Material Adverse Effect” means a material adverse effect on any of the following: (a) the operations, business, assets, properties, condition (financial or other) or prospects of the Diamond Resorts Entities taken as a whole, (ii) the ability of a Diamond Resorts Party to perform any of their material obligations under the Transaction Documents to which they are parties, (iii) the legality, validity or enforceability of any Transaction Document or Notes, (iv) the rights and remedies of the Issuer, the Indenture Trustee, the Noteholders, the Administrative Agent, the Funding Agents or the Purchasers under any Transaction Document or Notes, or (v) the validity, perfection or priority of a Lien in favor of the Indenture Trustee for the benefit of the Noteholders on any material part of the Trust Estate.

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“Material Exception” has the meaning specified in Section 1.2(a) of the Custodial Agreement.

“Material Exception Report” has the meaning specified in Section 1.2(a) of the Custodial Agreement.

“Material Indebtedness” means Indebtedness (other than the loans and letters of credit) of any one or more of Parent or any Subsidiary in an aggregate principal amount exceeding $20,000,000.

“Maximum Class A Facility Balance” means an amount equal to $165,000,000 unless a higher or lower amount as shall be agreed to pursuant to Section 2.2 of the Note Funding Agreement.

“Maximum Class B Facility Balance” means an amount equal to $35,000,000 unless a higher or lower amount as shall be agreed to pursuant to Section 2.2 of the Note Funding Agreement.

“Maximum Facility Balance” means an amount equal to the sum of the Maximum Class A Facility Balance and the Maximum Class B Facility Balance.

“Miscellaneous Payments” means, with respect to any Timeshare Loan, any amounts received from or on behalf of the related Obligor representing assessments, payments relating to real property taxes, insurance premiums, maintenance fees and charges and condominium association fees and any other payments not owed under the related Obligor Note.

“Monthly Reports” has the meaning specified in Section 5.16(b) of the Indenture.

“Monthly Servicer Report” has the meaning specified in Section 5.5(a) of the Indenture.

“Moody’s” means Moody’s Investors Service.

“Mortgage” means, with respect to each Mortgage Loan, the mortgage, deed of trust or other instrument creating a first lien on a Timeshare Property securing such Timeshare Loan.

“Mortgage Loan” means a Timeshare Loan that is secured by a Mortgage on a Timeshare Property. As used in the Transaction Documents, the term “Mortgage Loan” shall include the related Obligor Note, Mortgage and other security documents contained in the related Timeshare Loan File.

“Multiemployer Plan” means each “multiemployer plan” as such term is defined in Section 3(37) or 4001(a)(3) ERISA.

“Net Cash Proceeds” means with respect to any asset sale, the cash proceeds (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar taxes or tax distributions, income taxes and any other taxes, in each case actually paid by Parent and the Subsidiaries in connection with such sale), (ii) amounts provided as a reserve or deposited into escrows, in accordance with GAAP, against any liabilities under any

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indemnification obligations (provided that, to the extent and at the time any such amounts are released from such reserve or escrow, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold and which is required to be (and actually is) repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); and (b) with respect to any issuance or incurrence of Indebtedness or any Equity Issuance or other event, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses actually paid by Parent or any Subsidiary in connection therewith.

“Net Hedge Payment” means the net amount, if any, then payable by the Issuer to the Hedge Counterparty under a Hedge Agreement, excluding any Hedge Termination Payment.

“No FICO Loan Group” means Borrowing Base Loans for which the related Domestic Obligors do not have a FICO score.

“Non-Conduit Committed Purchaser” means any Purchaser which is identified as a Non-Conduit Committed Purchaser on Schedule I to the Note Funding Agreement or in the Joinder Supplement or Transfer Supplement pursuant to which such Purchaser became a party to the Note Funding Agreement, and any permitted assignee thereof.

“Non-Extending Principal Reduction Amount” means, with respect to any Non-Extending Purchaser and Payment Date, the lesser of (x) the product of the Non-Extending Purchaser Fixed Percentage and the amount on deposit in the Collection Account constituting payments of principal by Obligors of Timeshare Loans pledged under the Indenture and (y) such Purchaser’s portion of the Aggregate Outstanding Note Balance of the Notes.

“Non-Extending Purchaser” has the meaning specified in Section 2.2(d) of the Note Funding Agreement.

“Non-Extending Purchaser Fixed Percentage” means with respect to a Purchaser, such Purchaser’s portion of the Aggregate Outstanding Note Balance on the date such Purchaser became a Non-Extending Purchaser divided by the Aggregate Outstanding Note Balance on such date, expressed as a percentage.

“Nonfinancial Asset” means any real property or tangible personal property that may become part of the Trust Estate in connection with the performance by the Servicer of its duties under the Indenture solely as a result of the: (i) foreclosure of any 60-day Plus Delinquent Loan owned by the Issuer or the personal and/or real property constituting security therefor (and the Servicer is authorized to purchase such real and/or personal property upon such foreclosure), (ii) termination of the rights thereunder of any holder of a 60-day Plus Delinquent Loan owned by the Issuer, (iii) receipt by the Issuer of a deed in lieu of the foreclosure of any 60-day Plus Delinquent Loan owned by the Issuer or the personal and/or real property constituting security therefor, or (iv) receipt by the Issuer of an assignment of any 60-day Plus Delinquent Loan owned by the Issuer or the personal and/or real property constituting security therefor.

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“Non-Usage Fee” means with respect to a Purchaser and a Payment Date, such Purchaser’s Commitment Percentage of a fee accrued during the related Interest Accrual Period at the Non-Usage Fee Rate on the excess of the Total Commitment Amount over the Aggregate Outstanding Note Balance during such Interest Accrual Period.

“Non-Usage Fee Rate” means 0.75% per annum.

“Note Funding Agreement” means that certain Seventh Amended and Restated Note Funding Agreement dated as of January 20, 2016, by and among the Issuer, the Performance Guarantors, the Depositor, the Administrative Agent, the Funding Agents and the Purchasers named therein, as amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Note Rate” means a rate per annum equal to the sum of (A) (x) with respect to advances made by Purchasers electing the Commercial Paper Rate, the Commercial Paper Rate for such Interest Accrual Period and (y) with respect to advances made by Purchasers electing the Alternative Rate, the Alternative Rate for such Interest Accrual Period and (B) the applicable Usage Fee Rate; provided, that notwithstanding anything herein to the contrary, each Purchaser shall have the right to elect on the date it executes the Joinder Supplement or Transfer Supplement to fund its interest in the Notes through the issuance of commercial paper and have its percentage interest of the outstanding principal balance bear interest for each day during each Interest Accrual Period at a rate per annum equal to the Alternative Rate; provided further that a Purchaser may only elect between a Note Rate based on either the Commercial Paper Rate or the Alternative Rate for its respective Commitment at the time of (i) its execution of a Joinder Supplement or Transfer Supplement or (ii) it becoming a Purchaser pursuant to an assignment effected in accordance with Section 8.1(k) of the Note Funding Agreement.

“Note Register” has the meaning specified in Section 2.4(a) of the Indenture.

“Note Registrar” has the meaning specified in Section 2.4(a) of the Indenture.

“Notes” means the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes, Class A and the Diamond Resorts Issuer 2008 LLC, Variable Funding Notes, Class B.

“Noteholder” means the holder of a Class A Note or a Class B Note, as applicable. The initial Noteholder shall be the Administrative Agent, as nominee of the Purchasers.

“Noteholder FATCA Information” means information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under FATCA.

“Noteholder Tax Identification Information” means properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a "United States Person" within the meaning of Section 7701(a)(30) of the Code, or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a "United States Person" within the meaning of Section 7701(a)(30) of the Code).

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“Obligor” means a Person obligated to make payments under a Timeshare Loan.

“Obligor Note” means the executed promissory note or other instrument of indebtedness evidencing the indebtedness of an Obligor under a Timeshare Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note or instrument.

“OFAC” has the meaning specified in Section 4.2(ll) of the Note Funding Agreement.

“Officer’s Certificate” means a certificate executed by a Responsible Officer of the related party.

“Omnibus Amendments” means (i) that certain Omnibus Amendment dated June 26, 2015 by and among the parties named therein and (ii) that certain Omnibus Amendment No. 2 dated July 1, 2015 by and among the parties named therein.

“Operating Cash” means Parent’s operating cash and Cash Equivalents on hand for its business and operations.

“Opinion of Counsel” means a written opinion of counsel, in each case acceptable to the addressees thereof.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended.

“Original Notes” has the meaning specified in the Recitals of the Indenture.

“Originator” means any Person that entered into a Purchase Contract with an Obligor to finance the purchase of a Timeshare Interest.

“Outstanding” means, with respect to the Notes, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(a)Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(b)Notes or portions thereof for whose payment money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee in trust for the holders of such Notes for the payment of principal; and

(c)Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a Person in whose hands the Note is a valid obligation; provided, however, that in determining whether the holders of the requisite percentage of the Aggregate Outstanding Note Balance of the Notes have given any request, demand, authorization, direction,

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notice, consent, or waiver hereunder, Notes owned by the Issuer, Diamond Resorts Corporation, or any Affiliate of either of them (excluding any such Notes or interest on such Notes that have been pledged to secure indebtedness of such entity), shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually has notice are so owned shall be so disregarded.

“Outstanding Note Balance” means, as of any date of determination and Class of Notes, (i) with respect to such Notes, (A) the Current Outstanding Amount of such Class plus (B) the aggregate amount of Borrowings (occurring after the Amendment Closing Date) of such Class less (C) the sum of all principal payments actually distributed on the Notes in respect of such Class; and (ii) with respect to a Purchaser’s interest in such Notes, (A) such Purchaser’s pro rata portion of the Current Outstanding Amount of such Class plus (B) the actual advances made by such Purchaser in respect of Borrowings (occurring after the Amendment Closing Date) of such Class, less (C) the sum of all principal payments actually received by such Purchaser in respect of such Class. For purposes of consents, approvals, voting or other similar acts of the Noteholders or Purchasers under any of the Transaction Documents, “Outstanding Note Balance” shall exclude Notes or interests in Notes which are held by Diamond Resorts Corporation, the Depositor or any Affiliates thereof (excluding any such Notes or interest in Notes that have been pledged to secure indebtedness of such entity).

“Owner” means Diamond Resorts Depositor 2008 LLC, or any subsequent owner of the beneficial interests in the Issuer.

“Parent” means Diamond Resorts International, Inc., a Delaware corporation.

“Participant” has the meaning specified in Section 8.1(f) of the Note Funding Agreement.

“Participation” has the meaning specified in Section 8.1(f) of the Note Funding Agreement.

“Paying Agent” means any Person authorized under the Indenture to make the distributions required under Sections 3.4 of the Indenture, which such Person initially shall be the Indenture Trustee.

“Payment Date” means (i) the 20th day of each month or, if such date is not a Business Day, then the next succeeding Business Day or (ii) the Stated Maturity.

“Payment Office” means the Administrative Agent’s office located at Eleven Madison Avenue, New York, NY 10010 or such other office or offices of the Administrative Agent as may be designated in writing from time to time by the Administrative Agent to the Purchasers and Diamond Resorts Corporation.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Percentage Interest” means, as of the date with respect to any Purchaser Group or Non-Conduit Committed Purchaser, the percentage equivalent of a fraction, (i) the numerator of which

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is the outstanding principal amount on such date of the Note registered in the name of the Funding Agent for such Purchaser Group or such Non-Conduit Purchaser, as applicable and (ii) the denominator of which is the Outstanding Note Balance on such date.

“Performance Guarantors” means Diamond Resorts Corporation, Holdings and Parent.

“Permitted FLRX Settlement” means a settlement or satisfaction of the FLRX Judgment in respect of which the sole consideration consists of assets of FLRX or any of its Subsidiaries as of the date of the FLRX Judgment (or proceeds of such assets), without giving effect to any investment in, or transfer of assets to, FLRX or any of its Subsidiaries by the Borrower, Holdings, Parent or any of their other Subsidiaries, in each case since the date of the FLRX Judgment.

“Permitted Holder” means (i) Stephen J. Cloobeck and David F. Palmer, their respective estates, immediate family members, descendants and legal representatives and any Person under their respective or joint Control and (ii) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Equity Interests in Parent.

“Permitted Liens” means, as to any Timeshare Interest: (i) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially interferes with the current use of the Timeshare Interest or the security intended to be provided by the related Mortgage, if any, or with the Obligor’s ability to pay his or her obligations when they become due or materially and adversely affects the value of the Timeshare Interest and (iii) the exceptions (general and specific) set forth in the related title insurance policy, if any, none of which, individually or in the aggregate, materially interferes with the security intended to be provided by such Mortgage, if any, or with the Obligor’s ability to pay his or her obligations when they become due or materially and adversely affects the value of the Timeshare Interest.

“Person” means an individual, general partnership, limited partnership, limited liability partnership, corporation, business trust, joint stock company, limited liability company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature.

“Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan) subject to the provisions of Section 307 or Title IV of ERISA or Section 412 of the Code, and in respect of which Diamond Resorts Corporation or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” (as defined in Section 3(5) of ERISA).

“Points” means a form of currency, the redemption of which entitles the holder thereof to reserve the use and occupancy of a Unit at a Points Based Resort.

“Points Based Resort” means one or more Resorts in a Collection at which holders of Points Based Timeshare Interests are entitled to reserve the use and occupancy of Units.

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“Points Based Timeshare Interest” means a Right-to-Use Interest (including a club membership) that is denominated in Points, the redemption of which entitles the holder thereof to reserve the use and occupancy of a Unit at a Resort.

“Predecessor Servicer Work Product” has the meaning specified in Section 5.16(f)(i) of the Indenture.

“Prepayment Notice” has the meaning specified in Section 2.11(a) of the Indenture.

“Principal Distribution Amount” means with respect to (i) any Payment Date (other than on and after the earlier to occur of the Stated Maturity and the Rated Final Maturity Date), the amount of principal that must be repaid on the Notes such that the Aggregate Outstanding Note Balance does not exceed the Borrowing Base, after giving effect to all distributions on such Payment Date, and (ii) on the earlier to occur of the Stated Maturity and the Rated Final Maturity Date and thereafter, an amount equal to the Aggregate Outstanding Note Balance.

“Prior Certification” has the meaning specified in Section 1.2(c) of the Custodial Agreement.

“Processing Charges” means any amounts due under an Obligor Note in respect of processing fees, service fees, impound fees or late fees.

“Property Management Agreement” means the management agreement entered into by and between an Association and a property management company, pursuant to which the property manager is to provide management and other services with respect to a Resort and any related real property.

“Purchase Agreement” means the Fifth Amended and Restated Purchase Agreement dated as of January 30, 2015, by and between the Seller and the Depositor pursuant to which the Seller sells Timeshare Loans to the Depositor, as amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Purchase Contract” means any purchase contract for a Timeshare Interest executed and delivered by an Obligor and pursuant to which such Obligor purchased a Timeshare Interest.

“Purchase Price” means the original price of the Timeshare Interest purchased by an Obligor.

“Purchaser” means a Conduit or a Committed Purchaser.

“Purchaser Group” means, collectively, a Conduit and the Alternate Purchaser or Alternate Purchasers with respect to such Conduit.

“Purchaser/Participant Register” has the meaning specified in Section 8.2 of the Note Funding Agreement.

“Qualified Hedge Counterparty” means (a) a counterparty to a Hedge Agreement which has a long-term unsecured debt rating of at least “A” from S&P and a short-term unsecured debt rating of at least “A-1” from S&P, or (b) a counterparty to an existing Hedge Agreement which experiences

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a downgrade by S&P below “A-” but satisfies the Hedge Agreement Collateral Posting Requirements; provided that for purposes of this clause (b), a downgraded counterparty shall cease to be a Qualified Hedge Counterparty if such counterparty has a long-term unsecured debt rating below “BBB” or has not been upgraded to meet the requirements of clause (a) above within 60 days of such downgrade.

“Qualified Substitute Timeshare Loan” means a Timeshare Loan which must, on the related Transfer Date: (i) have a Loan Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Loan Balance of the substituted Timeshare Loan; (ii) have a gross interest rate not less than the gross interest rate of the substituted Timeshare Loan; (iii) accrue interest on the same basis as the substituted Timeshare Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); and (iv) be an Eligible Timeshare Loan.

“Quorum Facility” means collectively (i) that certain loan sale facility in an aggregate amount of $100,000,000 as evidenced by that Amended and Restated Loan Sale and Security Agreement, dated as of December 31, 2012, by and among Quorum Federal Credit Union, as buyer, DRI Quorum 2010 LLC, a Delaware limited liability company, as seller, Wells Fargo, National Association, as back-up servicer and DFS, as servicer, and the other transaction documents related thereto, all of the foregoing as may be amended from time to time, and (ii) that certain loan sale facility in an aggregate amount of $15,000,000 as evidenced by that loan sale agreement, dated as of January 31, 2012, by and among IOI Funding II, LLC, as seller, and Quorum Federal Credit Union, as buyer, all of the foregoing, as may be amended from time to time.

“Rated Final Maturity Date” means April 20, 2029, or should the Commitment Expiration Date be extended, the Payment Date that is immediately following the date that is the 12 year anniversary of the Commitment Expiration Date.

“Rating Agency” means any of Moody’s, S&P or Fitch or its permitted successors and assigns, and “Rating Agencies” means all of Moody’s, S&P and Fitch.

“Rating Cure Period” has the meaning specified in Section 5.1(ii) of the Note Funding Agreement.

“Receivables” means the payments required to be made pursuant to an Obligor Note.

“Receivables Securitizations” means a financing pursuant to which (a) Holdings, Diamond Resorts Corporation or any other Subsidiary sells, conveys or transfers to a Receivables Subsidiary, in legal “true sales” transactions, and (b) such Receivables Subsidiary conveys or otherwise transfers to any other person or grants a security interest to any other person in, any Diamond Timeshare Receivables (whether now existing or hereafter acquired) of Holdings, Diamond Resorts Corporation or any other Subsidiary or any undivided interest therein, and any assets related thereto (including all Timeshare Interests and other collateral securing such Diamond Timeshare Receivables), all contracts and all Guarantees or other obligations in respect of such Diamond Timeshare Receivables, proceeds of such Diamond Timeshare Receivables and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection

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with securitization transactions involving Diamond Timeshare Receivables. Diamond Resorts Owner Trust 2011-1’s Timeshare Loan Backed Notes, Diamond Resorts Owner Trust 2013-1’s Timeshare Loan Backed Notes, Diamond Resorts Tempus Owner Trust 2013’s Timeshare Loan Backed Notes, Diamond Resorts Owner Trust 2013-2’s Timeshare Loan Backed Notes, Diamond Resorts Owner Trust 2014-1’s Timeshare Loan Backed Notes, Diamond Resorts Owner Trust 2015-1’s Timeshare Loan Backed Notes, Diamond Resorts Owner Trust 2015-2’s Timeshare Loan Backed Notes and the Quorum Facility shall each be considered a Receivables Securitization.

“Receivables Subsidiaries” means (a) Diamond Resorts Owner Trust 2011-1, Diamond Resorts Owner Trust 2013-1, Diamond Resorts Tempus Owner Trust 2013, Diamond Resorts Owner Trust 2013-2, Diamond Resorts Owner Trust 2014-1, Diamond Resorts Owner Trust 2015-1, Diamond Resorts Owner Trust 2015-2, DRI Quorum 2010, LLC and IOI Funding II, LLC, and (b) a Subsidiary that is a newly formed, wholly owned, bankruptcy-remote, special purpose Subsidiary of Diamond Resorts Corporation (i) that engages in no activities other than in connection with the financing of Diamond Timeshare Receivables, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business (including servicing of Diamond Timeshare Receivables), (ii) that is designated by a Financial Officer of Parent (as provided for below) as a Receivables Subsidiary, (iii) of which no portion of its Indebtedness or any other obligations (contingent or otherwise) (A) is Guaranteed by, recourse to or otherwise obligates Parent, Holdings, Diamond Resorts Corporation or any other Subsidiary (other than (1) pursuant to Standard Securitization Undertakings, (2) in an amount not to exceed $5,000,000 or (3) any obligation to sell or transfer Diamond Timeshare Receivables) or (B) subjects any property or asset of Parent, Holdings or any other Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and (iv) with which none of Parent, Holdings, Diamond Resorts Corporation or any other Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Receivables Securitization) other than on terms no less favorable to Parent, Holdings, Diamond Resorts Corporation or any other Subsidiary than those that might be obtained at the time from persons that are not Affiliates of Parent, other than fees payable in the ordinary course of business in connection with servicing Diamond Timeshare Receivables. A Financial Officer of Parent shall deliver a certificate to the Administrative Agent and the Purchasers designating such Subsidiary as a Receivables Subsidiary and certifying that to the best of such officer’s knowledge and belief after consulting with counsel, (x) such designation complies with the foregoing conditions and (y) immediately after giving effect to such designation, no Default shall have occurred and be continuing.

“Record Date” means, with respect to any Payment Date, the close of business on the last Business Day of the calendar month immediately preceding the month such Payment Date occurs.

“Related Security” means with respect to any Timeshare Loan owned by a Person: (i) all of such Person’s interest in the Timeshare Interest arising under or in connection with the related Mortgage or Right-to-Use Agreement, including, without limitation, all Liquidation Proceeds and Insurance Proceeds received with respect thereto on or after the related Cut-Off Date, and the Timeshare Loan Documents relating to such Timeshare Loan, (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Timeshare Loan, together with all mortgages, assignments and financing statements signed by an Obligor

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describing any collateral securing such Timeshare Loan, (iii) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Timeshare Loan, (iv) all other security and books, records and computer tapes relating to the foregoing and (v) all of such Person’s right, title and interest in and to any other account into which collections in respect of such Timeshare Loans may be deposited from time to time.

“Release” means any release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment (including ambient air, soil and surface or ground water); provided that the term “Release” shall not include the use, in compliance with Environmental Laws, of normal commercial or residential cleaning products by any Loan Party or its Subsidiaries in the ordinary course of its business.

“Relevant UCC” means the Uniform Commercial Code as in effect in the applicable jurisdiction.

“Repurchase Price” means with respect to any Timeshare Loan to be repurchased by the Seller or the Depositor pursuant to the Purchase Agreement or the Sale Agreement, a cash price equal to the Loan Balance of such Timeshare Loan as of the date of such repurchase, together with all accrued and unpaid interest on such Timeshare Loan at the related coupon rate to and including the last day of the Due Period immediately prior to the Payment Date on which such repurchase occurs.

“Request” has the meaning specified in Section 1.2(b) of the Custodial Agreement.

“Request for Release” means a request signed by the Servicer in the form attached as Exhibit B to the Custodial Agreement.

“Required Cap Rate” means for any Interest Accrual Period and for any Hedge Agreement in the form of an interest rate cap, a rate which would cause the calculation of the Gross Excess Spread Percentage to be equal to or greater than 7.00%.

“Required Legend” means a legend applied by the eOriginal System to every page of a document within an Electronic Timeshare Loan File, which shall read as follows: “Diamond Resorts Issuer 2008 LLC, with Wells Fargo Bank, National Association as the Indenture Trustee and secured party through its designated custodian, Wells Fargo Bank, National Association.”

“Required Local Counsel Jurisdictions” means the following: (a) any jurisdiction where the aggregate Loan Balance of Timeshare Loans subject to the Lien of the Indenture is $4,000,000 or more; provided, that within such jurisdiction, Local Counsel Opinions shall only be required for Resorts for which the aggregate Loan Balance of Timeshare Loans is $2,000,000 or more; (b) any jurisdiction where the real estate interests titled in the name of a Collection Trustee or related to the Cabo Azul Collection is greater than 10% of all real estate interests titled in the name of such Collection Trustee or related to the Cabo Azul Collection (by Points); (c) except for exceptions granted by the Administrative Agent, any jurisdiction where Points are sold by a Diamond Resorts

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Entity; (d) any jurisdiction reasonably identified by the Administrative Agent; and (e) regardless of the foregoing, any jurisdiction for which the Administrative Agent shall have a reasonable belief that there exists a legal defect in respect of the Timeshare Loans secured by Timeshare Interests or the real estate interests in such jurisdiction that, in the reasonable judgment of the Administrative Agent, would have a material adverse effect on the Administrative Agent or the Purchasers (in which case, the Issuer shall have 30 days to deliver such Local Counsel Opinion).

“Required Payments” means items (i) through (viii) of Section 3.4 of the Indenture.

“Required Purchasers” means at any time, Purchaser Groups and/or Non-Conduit Committed Purchasers having Commitment Percentages aggregating more than 51% of the most senior Class of Notes then Outstanding.

“Reservation System” means the reservation system operated by Diamond Resorts International Club, Inc. (d/b/a THE Club^SM), a Florida corporation, and any other system(s) pursuant to which reservations for particular locations, times, lengths of stay and unit types at Resorts with respect to Points Based Timeshare Interests are received, accepted, modified or canceled.

“Reserve Account” means the account maintained by the Indenture Trustee pursuant to Section 3.2(b) of the Indenture.

“Reserve Account Draw Amount” has the meaning specified in Section 3.2(b)(ii) of the Indenture.

“Reserve Account Required Balance” means for any date of determination, 0.25% of the Aggregate Loan Balance of the Borrowing Base Loans minus the Excluded Loan Balance.

“Reserve Account Required Funding Date Deposit” means, as any Funding Date, the amount required to be deposited on such Funding Date such that the amount on deposit in the Reserve Account is equal to the Reserve Account Required Balance. For purposes of calculating the Reserve Account Required Funding Date Deposit for a Funding Date, the Aggregate Loan Balance shall be measured as of the first day of the current Due Period (or, with respect to the Additional Timeshare Loans conveyed on such Funding Date, the related Cut-off Date).

“Resort” means any of the timeshare resorts and resort interests related to Timeshare Loans.

“Responsible Officer” means (a) when used with respect to the Indenture Trustee, any officer assigned to the Corporate Trust Office, including any Managing Director, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Assistant Treasurer, any trust officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; (b) when used with respect to the Servicer, any officer responsible for the administration or management of the Servicer’s servicing department; (c) when used with respect to the Issuer, any officer of the Owner Trustee having direct responsibility for administration of the Trust Agreement and, for so long as the Administration Agreement is in effect, any officer of the

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Administrator, (d) when used with respect to the Owner Trustee, any officer of the Owner Trustee assigned to its corporate trust office having direct responsibility for administration of the Trust Agreement; and (e) with respect to any other Person, the Chairman of the Board, the President, a Vice President, the Treasurer, the Secretary or the manager of such Person.

“Retained Asset” means any Nonfinancial Asset, including any Timeshare Interest, that is obtained by the Issuer pursuant to Section 5.3(a)(vii) of the Indenture.

“Retained Asset Expenses” means, with respect to a Nonfinancial Asset, the reasonable out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer in the exercise of its power and authority under Section 5.3(a)(vii) of the Indenture, including (i) any foreclosure and other repossession expenses incurred with respect to such Nonfinancial Asset, (ii) (a) if a Diamond Resorts Entity is the Servicer, the management, marketing, rental and sales commissions and expenses incurred with respect to the management, marketing, rental and sale of the related Nonfinancial Asset (calculated as to sales as the Diamond Marketing and Sales Percentage of the total liquidation or resale price of any Timeshare Interest (expressed as a dollar figure), and as to management and rental as the actual management, marketing and rental commissions and expenses), or (b) if a Diamond Resorts Entity is no longer the Servicer, actual management, marketing, rental and sales commissions and expenses incurred with respect to the management, marketing, rental and sale of the related Nonfinancial Asset, and (iii) any other fees and expenses incurred by the Servicer and reasonably applied or allocated in the ordinary course of business with respect to the management, marketing, rental and sale of such Nonfinancial Asset (including any assessed timeshare association fees).

“Retained Asset Proceeds” means, with respect to the rental, sale or other income generating use of any Nonfinancial Asset, the amounts actually received by the Issuer in connection with the management, marketing, rental or sale of such Nonfinancial Asset, less Retained Asset Expenses.

“Right-to-Use Agreement” means with respect to a Right-to-Use Interest, collectively: (i) the related Purchase Contract and (ii) the various other documents and instruments that among other things (a) in consideration of the payment of a purchase price, including payment of the related Obligor Note, if any, grants the Obligor the license or right-to-use and occupy one or more Units in one or more Resorts, (b) imposes certain obligations on the Obligor regarding payment of the related Obligor Note, if any, the Obligor’s use or occupancy of one or more Units in one or more Resorts, and the payment of a maintenance fee, and (c) grants the holder thereof certain rights, including the rights to payment of the related Obligor Note, if any, and to terminate the Right-to-Use Agreement or revoke the Obligor’s rights under it, and thereafter to resell the Right-to-Use Interest to another Person.

“Right-to-Use Interest” means a timeshare interest, other than a timeshare fee simple interest in real estate, regarding one or more Units in one or more Resorts, however denominated or defined in the applicable Right-to-Use Agreement or other relevant document or instrument pursuant to which such timeshare interest is created, together with all rights, benefits, privileges and interests appurtenant thereto, including the right to use and occupy one or more Units within one or more Resorts and the common areas and common furnishings appurtenant to such Unit or Units for a specified period of time, on an annual or a biennial basis, as more specifically described in the

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related Right-to-Use Agreement. A Right-to-Use Interest shall include, without limitation, any Points Based Timeshare Interest.

“Right-to-Use Loan” means a Timeshare Loan that is secured by a Right-to-Use Interest.

“Sale Agreement” means the Fifth Amended and Restated Sale Agreement, dated as of January 30, 2015, by and between the Depositor and the Issuer, and acknowledged and agreed to by DFHC, pursuant to which the Depositor sells Timeshare Loans to the Issuer, as amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Schedule of Timeshare Loans” means (a) the list of Timeshare Loans attached to the Sale Agreement in electronic format as Exhibit A thereto, as amended from time to time to reflect additional purchases, repurchases and substitutions pursuant to the terms of the Sale Agreement and the Indenture and (b) the list of Timeshare Loans attached to each Additional Timeshare Loan Supplement in electronic format as Exhibit A thereto, which lists shall set forth the following information with respect to each Timeshare Loan as of the related Cut-Off Date in numbered columns:

1Loan/Contract Number

2Name of Obligor

3Unit(s)/Week(s)/Points(s), as applicable

4Interest Rate Per Annum

5Date of Origination

6Original Loan Balance

7Maturity Date

8Monthly Payment Amount

9Original Term (in months)

10Outstanding Loan Balance

11Right to Use/Mortgage Loan

12Name of Originator

13Collection

14Electronic Timeshare Loan File/Tangible Timeshare Loan File

“SEC” means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

“Second A/R Notes” has the meaning specified in the Recitals of the Indenture.

“Secured Parties” means the Noteholders and the Qualified Hedge Counterparty.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Take-Out Transaction” means any securitization or other financing of the assets securing the Notes whereby all or a portion of the Aggregate Outstanding Note Balance of the Notes is repaid from the proceeds of such securitization or other financing.

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“Securitized Facilities” means all term issuances, warehouse facilities and other term securitization facilities for which DFS or an affiliate is servicer, that are outstanding at any time between the Amendment Closing Date and the date on which the Notes are paid in full.

“Securitized Portfolio” means, as of any date, all timeshare loans originated by a Collection Developer, DRC or an affiliate thereof that have been transferred to a Securitized Facility. The Securitized Portfolio does not include timeshare loans serviced by DFS or an affiliate for third parties.

“Securitized Portfolio Performance Event” with respect to the Securitized Portfolio, shall have occurred if, as of any date of determination, (a) the average of the Delinquency Levels for the three immediately preceding Due Periods is greater than 6.50% or (b) the average of the Default Levels for the three immediately preceding Due Periods is greater than 0.90%.

“Seller” means Diamond Resorts Finance Holding Company, a Delaware corporation.

“Senior Secured Credit Facility” means that certain $470 million senior secured credit facility, evidenced by that certain credit agreement, dated as of May 9, 2014, as amended by that certain First Amendment dated as of December 22, 2014, and as amended by that certain Second Amendment and First Incremental Assumption Agreement dated December 3, 2015, by and among, DRC, as borrower, Parent, Credit Suisse AG, acting as administrative agent and collateral agent, and the lenders party thereto.

“Servicer” initially means DFS and its permitted successors and assigns, as provided in the Indenture, and in the event that DFS is replaced by the Successor Servicer, any reference in the Transaction Documents, including these Standard Definitions, to the “Servicer” shall also apply to such Successor Servicer.

“Servicer Secured Parties” has the meaning specified in Section 3.2(e) of the Indenture.

“Servicer Event of Default” means the occurrence of any of the following:

(a)any (i) failure by the Servicer to make any required payment, transfer or deposit when due as required by the Indenture and the continuance of such default for a period of two Business Days or (ii) failure by the Servicer to make any required payment, transfer or deposit when due as required by the Indenture more than two times; or

(b)any failure by the Servicer to observe or perform in any material respect any other covenant or agreement in the Indenture, the Note Funding Agreement or any other Transaction Document and such failure is not remedied within 30 days after the earlier of (i) the Servicer first acquiring knowledge thereof and (ii) the Indenture Trustee, the Administrative Agent or any Purchaser giving written notice thereof to the Servicer; provided, however, that if such default or breach is in respect of a covenant that cannot be cured, there shall be no grace period whatsoever; or

(c)any representation or warranty made by the Servicer in the Indenture, the Note Funding Agreement or any other Transaction Document shall prove to be incorrect in any material and adverse respect as of the time when the same shall have been made, and such breach is not

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remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory to the Administrative Agent at its sole discretion (i) that such breach cannot be cured in the 30-day period, (ii) that such breach can be cured within an additional 30-day period and (iii) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) the Servicer first acquiring knowledge thereof and (y) the Indenture Trustee, the Administrative Agent or any Purchaser giving written notice thereof to the Servicer; provided, however, that if such breach is in respect of a representation or warranty that cannot be cured, there shall be no grace period whatsoever; or

(d)the entry by a court having competent jurisdiction in respect of the Servicer of (i) a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Servicer as a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 30 consecutive days; or

(e)the commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated as a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the Servicer’s failure to pay its debts generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action; or

(f)the Financial Covenants are not satisfied; or

(g)any failure by the Servicer to provide any required report within five Business Days of when such report is required to be delivered pursuant to the Indenture or other Transaction Document.

“Servicing Fee” means for any Payment Date, the product of (i) one-twelfth of 1.50% and (ii) the Aggregate Loan Balance as of the first day of the related Due Period and, as additional compensation, any late fees, non-sufficient fund fees, Processing Charges and administrative fees.

“Servicing Officer” means those officers of the Servicer involved in, or responsible for, the administration and servicing of the Timeshare Loans, as identified on the list of Servicing Officers furnished by the Servicer to the Indenture Trustee, the Administrative Agent and the Noteholders from time to time.

“Servicing Standard” has the meaning specified in Section 5.1 of the Indenture.

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“Settlement Period” has the meaning specified in Section 2.1(f)(i) of the Note Funding Agreement.

“Similar Law” means any federal, state, local or non-U.S. law that is substantially similar to Title I of ERISA or Section 4975 of the Code.

“Single Asset Financing” means a financing pursuant to which (a) any Financed Asset is owned by a Single Asset Financing Subsidiary and (b) such Single Asset Financing Subsidiary conveys or otherwise transfers to any other person or grants a security interest to any other person in, such Financed Asset, and any other assets in respect of which security interests are customarily granted in connection with such transactions.

“Single Asset Financing Subsidiary” means a Subsidiary that is a newly formed, wholly owned, bankruptcy-remote, special purpose Subsidiary of Diamond Resorts Corporation (a) that engages in no activities other than in connection with the ownership and financing of the Financed Asset and all rights (contractual or other) and other assets relating thereto, and any business or activities incidental or related to such Financed Asset, (b) that is designated by a Financial Officer of Parent (as provided below) as a Single Asset Financing Subsidiary and (c) of which no portion of its Indebtedness or any other obligations (contingent or otherwise) (i) is Guaranteed by, recourse to or otherwise obligates Parent, Holdings, Diamond Resorts Corporation or any other Subsidiary (other than Standard Securitization Undertakings) or (ii) subjects any property or asset of Parent, Holdings or any other Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof. A Financial Officer of Parent shall deliver a certificate to the Administrative Agent and the Purchasers designating such Subsidiary as a Single Asset Financing Subsidiary and certifying that to the best of such officer’s knowledge and belief after consulting with counsel, (x) such designation complies with the foregoing conditions and (y) immediately after giving effect to such designation, no Default shall have occurred and be continuing.

“Sixth A/R Notes” has the meaning specified in the Recitals of the Indenture.

“Standard and Poor’s” and “S&P” each mean Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Standard Securitization Undertakings” mean representations, warranties, covenants and indemnities entered into at any time by Parent, Holdings, Diamond Resorts Corporation or any other Subsidiary (other than a Receivables Subsidiary or a Single Asset Financing Subsidiary) that are reasonably customary in securitization transactions involving receivables similar to Diamond Timeshare Receivables or financings similar to Single Asset Financings.

“Stated Maturity” means the Commitment Expiration Date.

“Structured Hedge Agreements” means any financial futures contract, option, forward contract, warrant, swap, swaption, collar, floor, cap and other agreement, instrument and derivative and other transactions of a similar nature (whether currency linked, rate linked, index linked, insurance risk linked, credit risk linked or otherwise) entered into by a Conduit related to its purchase of interests in the Notes with the consent of the Administrative Agent.

49

“Subsidiary” means any subsidiary of Parent, including without limitation Holdings and Diamond Resorts Corporation.

“Subsidiary Loan Owner” means any of the DHC Subsidiary Loan Owners or the Diamond Resorts Subsidiary Loan Owners.

“Substitution Shortfall Amount” means with respect to a substitution of a Timeshare Loan, an amount equal to the excess, if any, of: (i) the Loan Balance of the Timeshare Loan being replaced as of the related Transfer Date, together with all accrued and unpaid interest on such Timeshare Loan at the related coupon rate to but not including the due date in the related Due Period over (ii) the Loan Balance of the Qualified Substitute Timeshare Loan as of the related Transfer Date. If on any Transfer Date, one or more Qualified Substitute Timeshare Loans are substituted for one or more Timeshare Loans, the Substitution Shortfall Amount shall be determined as provided in the preceding sentence on an aggregate basis.

“Successor Servicer” means the Back-Up Servicer and its permitted successors and assigns, as provided in the Indenture, upon succeeding to the responsibilities and obligations of the Servicer in accordance with Section 5.16 of the Indenture.

“Support Facility” means any liquidity or credit support agreement with a Conduit which relates to the Note Funding Agreement (including any agreement to purchase an assignment or participation in such Conduit’s interest in the Notes).

“Support Party” means any bank or other financial institution extending or having a commitment to extend funds to or for the account of a Conduit (including any agreement to purchase an assignment or participation in such Conduit’s interest in the Notes) under a Support Facility. Each Alternate Purchaser for a Conduit shall be deemed a Support Party for such Conduit.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Tangible Obligor Note” means an Obligor Note which was created in paper format.

“Tangible Timeshare Loan File” means a Timeshare Loan File, the contents of which were created in paper format.

“Tape(s)” has the meaning specified in Section 5.16(b) of the Indenture.

“Taxes” has the meaning specified in Section 6.3 of the Note Funding Agreement.

“Third A/R Notes” has the meaning specified in the Recitals of the Indenture.

“Timeshare Documents” has the meaning specified in Section 4.2(w)(ii) of the Note Funding Agreement.

50

“Timeshare Interest” means a Timeshare Property or a Right-to-Use Interest, and Timeshare Interest or “Timeshare Interests,” when used in the Transaction Documents, means, as applicable, any Timeshare Interest that is subject to a Timeshare Loan, or all Timeshare Properties and Right-to-Use Interests that are subject to the Timeshare Loans, listed on the Schedule of Timeshare Loans, as the same may be amended from time to time.

“Timeshare Laws” means the provisions of any applicable laws, statutes or regulations and all amendments, modifications or replacements thereof and successors thereto, and all regulations and guidelines promulgated thereunder or with respect thereto, now or hereafter enacted.

“Timeshare Loans” means all of the Mortgage Loans and Right-to-Use Loans acquired by or Granted to the Issuer, including the Additional Timeshare Loans and Qualified Substitute Timeshare Loans. “Timeshare Loan” means any one of the same.

“Timeshare Loan Acquisition Price” means, on any date of determination with respect to any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare Loan plus accrued interest thereon, which may be paid in a combination of cash and equity in the transferee.

“Timeshare Loan Documents” means, with respect to a Timeshare Loan and each Obligor, the related (i) Timeshare Loan Files and (ii) Timeshare Loan Servicing Files.

“Timeshare Loan File” means, with respect to any purchaser of a Timeshare Interest for which the Obligor is a party to a Timeshare Loan, the following documents executed by such purchaser or delivered in connection with such Timeshare Loan:

(a)the original Obligor Note bearing all intervening endorsements showing a complete chain of endorsements from the originator of such Timeshare Loan to the Last Endorsee, endorsed by the Last Endorsee, without recourse, in the following form: “Pay to the order of __________________ , without recourse” and signed in the name of the Last Endorsee by an authorized officer;

(b)if such Timeshare Loan is a Mortgage Loan, the original Mortgage or deed of trust containing the original signatures of all persons named as the maker, the mortgagor or trustor with evidence of recording indicated; provided, however, that no such original Mortgage shall be required if included among the applicable Timeshare Loan File is a certified copy of the recorded Mortgage and an original or a copy of the title insurance policy (or other evidence of title insurance, including title commitment or binder);

(c)if such Timeshare Loan is a Mortgage Loan, an original individual or bulk assignment of Mortgage in blank and signed in the name of the Last Endorsee by an authorized officer;

(d)if such Timeshare Loan is a Mortgage Loan, the originals of all intervening assignments (or a copy certified to the Custodian) of the Mortgage (if applicable) showing a complete chain of assignments from the originator of such Mortgage Loan to the Last Endorsee;

(e)if such Timeshare Loan is a Mortgage Loan, an original or a copy of any assumption or modification of the Obligor Note or Mortgage with evidence of recording thereon or an original or a copy of the title insurance policy with respect to such Mortgage;

(f)if such Timeshare Loan is a Mortgage Loan, an original or a copy of an individual or bulk title insurance policy or master blanket title insurance policy covering such Mortgage Loan

51

when applicable (or a commitment for title insurance or an opinion of counsel with respect to title to and liens encumbering the Timeshare Property);

(g)the original power of attorney (or a certified copy), if applicable;

(h)the original or a copy of the Purchase Contract that relates to each Obligor Note, including any addenda thereto;

(i)if such Timeshare Loan is a Right-to-Use Loan: (i) the related Right-to-Use Agreement, including any addenda thereto, assumption or modification thereof and, if and only if a purchase money Obligor Note was executed by the purchaser of the Right-to-Use Interest, the documents required by Subsections (a) and (e) of this definition and (ii) if a Points Based Timeshare Interest (A) the original or a copy of the Purchase Contract, however denominated, pursuant to which the applicable Points Based Timeshare Interest was originally sold by the seller thereof, whether or not an Originator (provided that if the seller of such Points Based Timeshare Interest is not an Originator, such Purchase Contract has been assigned to a transferor), including any addenda thereto, (B) an original or a copy of any assumption or modification of such Purchase Contract (if applicable), and (C) if and only if a purchase money Obligor Note was executed by the purchaser of such Points Based Timeshare Interest, the documents required by Subsections (a) and (e) of this definition, to the extent applicable; and

(j)the original truth-in-lending disclosure statement (or a copy) that relates to each Timeshare Loan.

For purposes of this definition, the term “original” shall include an “Authoritative Copy”.

“Timeshare Loan Servicing File” means, with respect to each Timeshare Loan and each Obligor a copy of the related Timeshare Loan File and all other papers and computerized records customarily maintained by the Servicer in servicing timeshare loans comparable to the Timeshare Loans.

“Timeshare Property” means a timeshare fee simple interest in real estate regarding a Unit, however denominated or defined in the applicable condominium or timeshare declaration, pursuant to which such fee simple interest in real estate is created, together with all rights, benefits, privileges and interests appurtenant thereto, including the common areas and common furnishings appurtenant to such Unit, and the rights granted to the Issuer (as assignee) which secure the related Mortgage Loan.

“Total Commitment Amount” means the sum of all Commitments.

“Total Funded Debt” means, at any time, the total consolidated Indebtedness of Parent and the Subsidiaries at such time (excluding (a) Indebtedness of the type described in clauses (c), (f), (g) and (k) of the definition of such term, (b) Indebtedness of the type described in clause (i) of the definition of such term, except to the extent of any unreimbursed drawings thereunder, (c) Indebtedness outstanding under a Receivables Securitization, and (d) Indebtedness of any Unrestricted Subsidiary). It is understood that, when calculating Total Funded Debt, the total consolidated Indebtedness of Parent and the Subsidiaries shall not be reduced by the amount of cash or cash equivalents held by or for the benefit of Parent or its consolidated Subsidiaries.

“Trailing Documents” has the meaning specified in Section 1.1(c) of the Custodial Agreement.

52

“Transaction Documents” means the Indenture, the Purchase Agreement, the Sale Agreement, the Undertaking Agreement, the Note Funding Agreement, the Custodial Agreement, the Fee Letter, each Contribution and Assignment Agreement, each Distribution and Assignment Agreement, each Hedge Agreement and all other agreements, documents or instruments delivered in connection with the transactions contemplated thereby.

“Transfer” has the meaning specified in Section 8.1(c) of the Note Funding Agreement.

“Transferee” has the meaning specified in Section 8.1(c) of the Note Funding Agreement.

“Transfer Agreements” means the Contribution and Assignment Agreement and each Distribution and Assignment Agreement.

“Transfer Date” means (i) with respect to a Qualified Substitute Timeshare Loan, the date on which the Issuer acquires such Qualified Substitute Timeshare Loan from the Depositor and pledges such Qualified Substitute Timeshare Loan to the Indenture Trustee to be included as part of the Trust Estate and (ii) with respect to an Additional Timeshare Loan, the date on which the Issuer acquires such Additional Timeshare Loan to the Indenture Trustee to be included as part of the Trust Estate.

“Transfer Supplement” has the meaning specified in Section 8.1(g) of the Note Funding Agreement.

“Transition Expenses” means any documented costs and expenses (other than general overhead expenses) incurred by the Back-up Servicer should it become the successor Servicer as a direct consequence of the termination or resignation of the initial Servicer and the transition of the duties and obligations of the initial Servicer to the successor Servicer.

“Treasury Regulations” means the regulations, included proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust Accounts” means collectively, the Collection Account and the Reserve Account and such other accounts established by the Indenture Trustee pursuant to the Indenture.

“Trust Estate” has the meaning specified in the Granting Clause of the Indenture.

“Trust Receipt” has the form of Exhibit A to the Custodial Agreement.

“Underwriting Guidelines” means the purchase money credit criteria and underwriting guidelines attached as Exhibit D to the Sale Agreement.

“Uniform Commercial Code” means the Uniform Commercial Code as from time to time in affect.

53

“Undertaking Agreement” means the Fifth Amended and Restated Undertaking Agreement, dated as of January 30, 2015, by the Performance Guarantors in favor of the Issuer and the Indenture Trustee, as amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Unit” means a residential unit or dwelling at a Resort.

“Unrestricted Subsidiary” means (i) FLRX Inc. and its subsidiaries, and such other subsidiaries as may be designated as such from time to time pursuant to the terms of the Senior Secured Credit Facility, and (ii) any other Unrestricted Subsidiary designated in writing by the Administrative Agent with the consent of the Required Purchasers.

“Upgraded Timeshare Loan” means a new Timeshare Loan entered into by an Obligor to finance the purchase of a new or additional Timeshare Interest pursuant to the upgrade marketing program of any of the Diamond Resorts Entities, and where (i) the Obligor re-conveys or reassigns the Obligor’s existing Timeshare Interest for a new Timeshare Interest and the Obligor’s existing Timeshare Loan is discharged and (ii) the Obligor purchases an additional Timeshare Interest, enters into the new Timeshare Loan to finance the remaining balance of the Obligor’s existing Timeshare Loan and the purchase price of the additional Timeshare Interest and the Obligor’s existing Timeshare Loan is discharged.

“Usage Fee Rate” means (i) for any Payment Date occurring prior to an Amortization Event, 2.25% per annum and (ii) for any Payment Date occurring on and after an Amortization Event, 0.00% per annum.

“USAP” has the meaning specified in Section 5.5(c) of the Indenture.

“Warehouse Portfolio” means, as any date of determination, all Timeshare Loans owned by the Issuer.

“Warehouse Portfolio Performance Event” with respect to the Warehouse Portfolio, has occurred if, as of any date of determination, (a) the average of the Delinquency Levels for the three immediately preceding Due Periods is greater than 6.50%, or (b) the average of the Default Levels for the three immediately preceding Due Periods is greater than 0.45%.

“Warehouse Vault Partition” means the segregated partition of the eOriginal System maintained by the Custodian in the name of the Issuer.

“WARN” means the Worker Adjustment and Retraining Notification Act.

“Weighted Average Timeshare Loan Coupon” means the weighted average Interest Rate Per Annum (based on the Loan Balances of the Borrowing Base Loans).

54

EX-10.66

FIRST AMENDMENT

TO

AGREEMENT FOR THE

PURCHASE AND SALE OF PROPERTY

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”).

RECITALS:

WHEREAS, Seller, Buyer and Co-Acquirer entered into that certain Agreement for the Purchase and Sale of Property with an Effective Date (as defined therein) of July 28, 2015 (the “Agreement”);

WHEREAS, the Agreement provides for a Feasibility Period within which Buyer and Seller are to perform certain matters in connection with development of the Project;

WHEREAS, Seller and Buyer are aware of the status of the development of the Project and wish to extend the Feasibility Period; and

WHEREAS, the parties now desire to modify, amend and supplement the terms of the Agreement as provided herein.

NOW, THEREFORE, for and in consideration of these premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Defined Terms. Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.

2.Extension of Feasibility Period. The “Feasibility Period” as defined in Section 4.2 of the Agreement is hereby extended to June 30, 2016. Accordingly, the term “Feasibility Period” as used in the Agreement shall now mean and refer to the period of time commencing on the Effective Date and ending on June 30, 2016.

3.Extension of Termination Outside Date. The “Termination Outside Date” as defined in Section 4.2 of the Agreement is hereby extended to July 7, 2016.

4.Counterparts and Facsimile Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original. Facsimile copies or PDF copies sent by email of this Amendment and any signatures thereon shall be considered for all purposes as originals.

5.Miscellaneous. Except as expressly modified by this Amendment, the Agreement remains unmodified and in full force and effect. This Amendment along with the Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to such matters. Any future reference to the Agreement shall be deemed to be a reference to the Agreement, as amended by this Amendment. This Amendment may not be modified or terminated orally or in any manner other than by an agreement in writing signed by all the parties hereto or their respective successors in interest. The foregoing Recitals are hereby incorporated into the Agreement.

[Remainder of page intentionally left blank; signatures follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed in duplicate and their respective seals to be affixed hereunto as of the day, month and year first above written.

BUYER:

DIAMOND RESORTS KONA DEVELOPMENT,                         LLC, a Delaware limited liability company        

By:    /s/ Howard S. Lanznar            

Name: Howard S. Lanznar                Title:    EVP and Chief Administrative Officer

CO-ACQUIRER:

DIAMOND RESORTS INTERNATIONAL, INC.,                         a Delaware corporation            

By:    /s/ Howard S. Lanznar                

Name:     Howard S. Lanznar                Title:    EVP and Chief Administrative Officer

SELLER:

HAWAII FUNDING LLC,

a Delaware limited liability company

By:    /s/ Steven E. Orbuch                

Name: Steven E. Orbuch    

Title:    Authorized Person

EX-21.1

Exhibit 21.1

Subsidiaries of the Company
Name	Jurisdiction of Incorporation or Organization
0827965 B.C. Ltd.	British Columbia, Canada
1063189 B.C. Ltd.	British Columbia, Canada
AB Blue Acquisition, LLC	Delaware
Aegean Blue Holdings Ltd	Cyprus
AHC Professionals, S.C.	Mexico
AHC Professionals US Majority, LLC	Nevada
AHC Professionals US Minority, LLC	Nevada
AKGI-St. Maarten N.V.	Delaware/ Dutch West Indies
Ameristate Title, LLC	Florida
Bridgespire Financial Services, Inc.	Nevada
Chestnut Farms, LLC	Nevada
Citrus Insurance Company, Inc.	Nevada
Club Intrawest Management SRL de CV	Mexico
Club Intrawest Mexico Food and Beverage SRL de CV	Mexico
Club Resorts MEPE	Greece
Collie Inversion Inmobilario Santa Cruz SL	Spain
Crescent One, LLC	Florida
Cumberland Gate, LLC	Delaware
DestinationXchange, LLC	Delaware
Diamond Asia Development, Inc.	Delaware
Diamond Resorts AB Acquisition Company Ltd	England and Wales
Diamond Resorts Beachwoods Development, LLC	Delaware
Diamond Resorts Beach Quarters Development, LLC	Delaware
Diamond Resorts Boardwalk Development, LLC	Delaware
Diamond Resorts (Europe) Limited	England and Wales
Diamond Resorts (Europe) Limited – Austrian branch	Austria
Diamond Resorts (Europe) Limited – Bulgarian branch	Bulgaria
Diamond Resorts (Europe) Limited - French Branch	France
Diamond Resorts (Europe) Limited - Greek Branch	Greece
Diamond Resorts (Europe) Limited - Irish Branch	Ireland
Diamond Resorts (Europe) Limited – Italian branch	Italy
Diamond Resorts (Europe) Limited - Malta Branch	Malta
Diamond Resorts (Europe) Limited – Norwegian branch	Norway
Diamond Resorts (Europe) Limited – Portuguese branch	Portugal
Diamond Resorts (Europe) Limited – Spanish branch	Spain
Diamond Resorts (Group Holdings) PLC	England and Wales
Diamond Resorts (Holdings) Limited	England and Wales
Diamond Resorts Broome Park Golf Limited	England and Wales

Subsidiaries of the Company
Name	Jurisdiction of Incorporation or Organization
Diamond Resorts California Collection Development, LLC	Delaware
Diamond Resorts Canada, Ltd.	British Columbia, Canada
Diamond Resorts Canada Receivables, LLC	Delaware
Diamond Resorts Centralized Services Company	Delaware
Diamond Resorts Citrus Share Holding, LLC	Delaware
Diamond Resorts Coconut Beach Development, LLC	Nevada
Diamond Resorts Coral Sands Development, LLC	Delaware
Diamond Resorts Corporation	Maryland
Diamond Resorts Cypress Pointe I Development, LLC	Delaware
Diamond Resorts Cypress Pointe II Development, LLC	Delaware
Diamond Resorts Cypress Pointe III Development, LLC	Delaware
Diamond Resorts Daytona Development, LLC	Delaware
Diamond Resorts Depositor 2008, LLC	Delaware
Diamond Resorts Desert Isle Development, LLC	Nevada
Diamond Resorts Deutschland Betriebsgesellschaft GmbH	Germany
Diamond Resorts Deutschland Holding GmbH (DRDH)	Germany
Diamond Resorts Deutschland Vertriebsgesellschaft GmbH	Germany
Diamond Resorts Developer and Sales Holding Company	Delaware
Diamond Resorts DPM Development, LLC	Nevada
Diamond Resorts Epic Mortgage Holdings, LLC	Delaware
Diamond Resorts Excursions SL	Spain
Diamond Resorts Fall Creek Development, LLC	Delaware
Diamond Resorts Finance Holding Company	Delaware
Diamond Resorts Financial Services Ltd	England and Wales
Diamond Resorts Financial Services, Inc.	Nevada
Diamond Resorts Flamingo Development, NV	Dutch West Indies
Diamond Resorts Flamingo Management, NV	Dutch West Indies
Diamond Resorts Franz Klammer Development, LLC	Delaware
Diamond Resorts GK Development, LLC	Delaware
Diamond Resorts Grand Beach I Development, LLC	Delaware
Diamond Resorts Grand Beach II Development, LLC	Delaware
Diamond Resorts Greensprings Development, LLC	Delaware
Diamond Resorts Hawaii Collection Development, LLC	Delaware
Diamond Resorts Hilton Head Development, LLC	Delaware
Diamond Resorts HK, LLC	Nevada
Diamond Resorts Holdings, LLC	Nevada
Diamond Resorts International Club, Inc.	Florida
Diamond Resorts International Marketing, Inc.	California
Diamond Resorts International Marketing Mexico, LLC	Nevada
Diamond Resorts International, LLC	Nevada
Diamond Resorts, LLC	Nevada
Diamond Resorts Issuer 2008, LLC	Delaware

Subsidiaries of the Company
Name	Jurisdiction of Incorporation or Organization
Diamond Resorts Italia SRL	Italy
Diamond Resorts IW Holding Company	Delaware
Diamond Resorts Kona Development, LLC	Delaware
Diamond Resorts Kona II Development, LLC	Delaware
Diamond Resorts Las Vegas Development, LLC	Delaware
Diamond Resorts Management and Exchange Holding Company	Delaware
Diamond Resorts Management, Inc.	Arizona
Diamond Resorts Mediterranean Holdings Ltd	Cyprus
Diamond Resorts Mediterranean PLC	Cyprus
Diamond Resorts Mediterranean Management Ltd	Cyprus
Diamond Resorts Vacations Touristic EPE	Greece
Diamond Resorts MGV Development, LLC	Nevada
Diamond Resorts Mortgage Holdings, LLC	Delaware
Diamond Resorts Mystic Dunes Development, LLC	Nevada
Diamond Resorts Oceanaire Development, LLC	Delaware
Diamond Resorts Ocean Beach Club Development, LLC	Delaware
Diamond Resorts Owner Trust 2011-1	Delaware
Diamond Resorts Owner Trust 2013-1	Delaware
Diamond Resorts Owner Trust 2013-2	Delaware
Diamond Resorts Owner Trust 2014-1	Delaware
Diamond Resorts Owner Trust 2015-1	Delaware
Diamond Resorts Owner Trust 2015-2	Delaware
Diamond Resorts Palm Development, NV	Dutch West Indies
Diamond Resorts Palm Management, NV	Dutch West Indies
Diamond Resorts Palm Springs Development, LLC	Delaware
Diamond Resorts Poco Diablo Development, LLC	Delaware
Diamond Resorts Poipu Development, LLC	Delaware
Diamond Resorts Polo Development, LLC	Nevada
Diamond Resorts Port Royal Development, LLC	Delaware
Diamond Resorts Portugal Clube de Ferias, Lda	Portugal
Diamond Resorts Powhatan Development, LLC	Delaware
Diamond Resorts Rancho Manana Development, LLC	Delaware
Diamond Resorts Real Estate Academy, LLC	Delaware
Diamond Resorts Residual Assets Development, LLC	Delaware
Diamond Resorts Residual Assets Finance, LLC	Delaware
Diamond Resorts Residual Assets M&E, LLC	Delaware
Diamond Resorts Ridge on Sedona Development, LLC	Delaware
Diamond Resorts Ridge Pointe Development, LLC	Delaware
Diamond Resorts River Club Development, LLC	Delaware
Diamond Resorts Sales Italy SRL	Italy
Diamond Resorts San Luis Bay Development, LLC	Delaware
Diamond Resorts Santa Fe Development, LLC	Delaware

Subsidiaries of the Company
Name	Jurisdiction of Incorporation or Organization
Diamond Resorts Sapphire Valley Development, LLC	Delaware
Diamond Resorts Scottsdale Development, LLC	Delaware
Diamond Resorts Sedona Springs Development, LLC	Delaware
Diamond Resorts Sedona Summit Development, LLC	Delaware
Diamond Resorts Seller 2009-1, LLC	Delaware
Diamond Resorts Seller 2011-1, LLC	Delaware
Diamond Resorts Seller 2013-1, LLC	Delaware
Diamond Resorts Seller 2013-2, LLC	Delaware
Diamond Resorts Seller 2014-1, LLC	Delaware
Diamond Resorts Seller 2015-1, LLC	Delaware
Diamond Resorts Seller 2015-2, LLC	Delaware
Diamond Resorts St. Croix Development, LLC	Delaware
Diamond Resorts Steamboat Development, LLC	Delaware
Diamond Resorts Tahoe Beach & Ski Development, LLC	Delaware
Diamond Resorts Tahoe Seasons Development, LLC	Delaware
Diamond Resorts Tempus Owner Trust 2013	Delaware
Diamond Resorts Tempus Seller 2013, LLC	Delaware
Diamond Resorts Teton Club Development, LLC	Nevada
Diamond Resorts Turtle Cay Development, LLC	Delaware
Diamond Resorts U.S. Collection Development, LLC	Delaware
Diamond Resorts U.S. Collection-Hawaii Development, LLC	Delaware
Diamond Resorts Villa Mirage Development, LLC	Delaware
Diamond Resorts Villas of Sedona Development, LLC	Delaware
Diamond Resorts Voyages SARL	France
Diamond Resorts West Maui Development, LLC	Delaware
DPM Acquisition Mexico, S. de R.L. de C.V.	Mexico
DPM Acquisition, LLC	Delaware
DPM Holdings, LLC	Delaware
DPM Loanco, LLC	Delaware
DPM RP Subsidiary, LLC	Delaware
DRI Quorum 2010, LLC	Delaware
Extraordinary Escapes Corporation	Delaware
Floriana Holdings Ltd.	Gibraltar
Florida Diamond Resorts Management, LLC	Florida
FLRX, Inc.	Washington
Foster Shores, LLC	Missouri
Four C’s Hospitality, LLC	Nevada
Galaxy Exchange Company	Florida
George Acquisition Subsidiary, Inc.	Nevada
Gesycon SA	Spain
Ginger Creek, LLC	Delaware
Grand Escapes, LLC	Delaware

Subsidiaries of the Company
Name	Jurisdiction of Incorporation or Organization
Hellene Ltd	Gibraltar
HK F&B Services, LLC	Delaware
Hospitality Management and Consulting Service, LLC	Nevada
ILX Resorts Acquisition, S. de R.L. de C.V.	Mexico
ILX Acquisition, Inc.	Delaware
ILX Acquisition, LLC	Delaware
International Timeshares Marketing, LLC	Delaware
Intrawest Resort Ownership U.S. Corporation	Delaware
Intrawest Trading Company, Inc.	Delaware
Intrawest Ventures, Inc.	Delaware
IOI Funding I, LLC	Florida
IOI Funding II, LLC	Florida
Island One Development, LLC	Nevada
Island One Resorts Management Corporation	Florida
Island One, Inc.	Florida
Labrador Inversiones Inmobiliarias Costa del Sol SL	Spain
Lake Tahoe Resort Partners, LLC	California
Los Amigos Beach Club Ltd	Isle of Man
Los Amigos Beach Club Management Ltd	Isle of Man
LS International Resort Management Ltd	England and Wales
Mazatlan Development Inc.	Washington
Mercadotechnia de Hospedaje S.A. de C.V. (dormant)	Mexico
MMG Development Corp.	Florida
Mystic Dunes Myrtle Beach, LLC	Delaware
Mystic Dunes Receivables, LLC	Delaware
Mystic Dunes, LLC	Delaware
Navigo Vacation Club, Inc.	Florida
Nevada HK F&B Services, LLC	Nevada
Operating DPM, S. de R.L. de C.V.	Mexico
Poipu Resort Partners, L.P.	Hawaii
Potter’s Mill, Inc.	Bahamas
Resort Management International, Inc.	California
Resort Ventures, L.P.	California
Resorts Development International, Inc.	Nevada
Sales DPM, S. de R.L. de C.V.	Mexico
Secure Firstcon, Inc.	Delaware
Secure Middlecon, Inc.	Delaware
Sunterra Cabo Development S. de R.L. de C.V.	Mexico
Sunterra Cabo Management Company S. de R.L. de C.V.	Mexico
Sunterra Depositor 2007, LLC	Delaware
Sunterra Issuer 2007, LLC	Delaware
Sunterra Mexico Group Holdings S. de R.L. de C.V.	Mexico

Subsidiaries of the Company
Name	Jurisdiction of Incorporation or Organization
Sunterra Ownership LLC	Delaware
Sunterra SPE 2004-1 LLC	Delaware
Sunterra SPM, Inc.	Delaware
Tempus Acquisition, LLC	Delaware
Tempus Holdings, LLC	Delaware
Torres Vallarta S.A. de C.V.	Mexico
Vacaciones Compartidos Mazatlan y Vallarta, S.A. de C.V. (dormant)	Mexico
Vacation Club Partnerships	England and Wales
Torres Vallarta Tower Three S.A. de C.V.	Mexico
Torres Vallarta Tennis Club S.A. de C.V.	Mexico
Vacation OTA, LLC	Nevada
Vilar Do Golf Empreendimentos Turisticos, LDA	Portugal
Walsham Lake, LLC	Missouri
West Maui Resort Partners, L.P.	Delaware
World Discovery Kids Club, LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Diamond Resorts International, Inc.

Las Vegas, Nevada

We hereby consent to the incorporation by reference in the Registration Statements on Form S­-3 (No. 333-202450) and Form S-8 (No. 333-190087 and 333-204314) of Diamond Resorts International, Inc. and Subsidiaries of our reports dated February 29, 2016, relating to the consolidated financial statements and the effectiveness of Diamond Resorts International, Inc. and Subsidiaries’ internal control over financial reporting, which appear in this Form10-K.

/s/ BDO USA LLP

Las Vegas, Nevada

February 29, 2016

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David F. Palmer, certify that:

1. I have reviewed this annual report on Form 10-K of Diamond Resorts International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 29, 2016

By:	/s/ David F. Palmer
	David F. Palmer
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, C. Alan Bentley, certify that:

1. I have reviewed this annual report on Form 10-K of Diamond Resorts International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 29, 2016

By:	/s/ C. Alan Bentley
	C. Alan Bentley
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Diamond Resorts International, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David F. Palmer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 29, 2016

By:	/s/ David F. Palmer
	David F. Palmer
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Diamond Resorts International, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Alan Bentley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 29, 2016

By:	/s/ C. Alan Bentley
	C. Alan Bentley
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Feb. 25, 2016	Jun. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Diamond Resorts International, Inc.
Entity Central Index Key	0001566897
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		69,705,619
Entity Public Float			$ 1,446,879,088

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Assets:
Cash and cash equivalents	$ 290,510	$ 255,042
Cash in escrow and restricted cash	98,295	68,358
Vacation Interests notes receivable, net of allowance of $165,331 and $130,639, respectively	622,607	498,662
Due from related parties, net	42,435	51,651
Other receivables, net	55,786	59,821
Income tax receivable	147	467
Deferred tax asset	577	423
Prepaid expenses and other assets, net	100,647	86,439
Unsold Vacation Interests, net	358,278	262,172
Property and equipment, net	95,361	70,871
Assets Held-for-sale, Not Part of Disposal Group, Current	1,672	14,452
Goodwill	104,521	30,632
Other intangible assets, net	222,190	178,786
Total assets	1,993,026	1,577,776
Liabilities and Stockholders' Equity:
Accounts payable	15,144	14,084
Due to related parties, net	54,778	34,768
Accrued liabilities	221,662	134,680
Income taxes payable	346	108
Deferred income taxes	92,829	47,250
Deferred revenues	119,720	124,997
Senior Credit Facility, net of unamortized original issue discount of $4,735 and $2,055, respectively	569,931	440,720
Securitization notes and Funding Facilities, net of unamortized original issue discount of $103 and $156, respectively	642,758	509,208
Derivative Liability	146	0
Notes payable	4,750	4,612
Total liabilities	$ 1,722,064	$ 1,310,427
Commitments and contingencies (see Note 18)
Stockholders' equity:
Common stock $0.01 par value per share; authorized - 250,000,000 shares; issued 71,928,002 and 75,732,088 shares, respectively	$ 719	$ 757
Preferred Stock $0.01 par value per share; authorized - 5,000,000 shares	0	0
Additional paid-in capital	381,475	482,732
Accumulated deficit	(31,024)	(180,502)
Accumulated other comprehensive loss	(20,151)	(19,561)
Subtotal	331,019	283,426
Less: Treasury stock at cost; 2,222,383 and 642,900 shares, respectively	(60,057)	(16,077)
Total stockholders' equity	270,962	267,349
Total liabilities and stockholders' equity	$ 1,993,026	$ 1,577,776

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Assets:
Allowance for Doubtful Accounts Receivable	$ (165,331)	$ (130,639)
LIABILITIES AND MEMBER CAPITAL (DEFICIT)
Debt Instrument, Unamortized Discount	$ 4,838
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	71,928,002	75,732,088
Treasury Stock, Shares	2,222,383	642,900
senior credit facility [Member]
LIABILITIES AND MEMBER CAPITAL (DEFICIT)
Debt Instrument, Unamortized Discount	$ 4,735	$ 2,055
Senior Notes [Member]
LIABILITIES AND MEMBER CAPITAL (DEFICIT)
Debt Instrument, Unamortized Discount	0	0
Secured Debt [Member]
LIABILITIES AND MEMBER CAPITAL (DEFICIT)
Debt Instrument, Unamortized Discount	$ 103	$ 156

XML

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revenues:
Management and member services	$ 165,169	$ 152,201	$ 131,238
Consolidated resort operations	15,356	38,406	35,512
Vacation Interests sales, net of provision of $80,772, $57,202 and $44,670, respectively	624,283	532,006	464,613
Interest	80,319	68,398	57,044
Other	68,913	53,555	41,381
Total revenues	954,040	844,566	729,788
Costs and Expenses:
Management and member services	34,293	33,184	37,907
Consolidated resort operations	14,535	35,409	34,333
Vacation Interests cost of sales	28,721	63,499	56,695
Advertising, sales and marketing	350,411	297,095	258,451
Vacation Interests carrying cost, net	39,671	35,495	41,347
Loan portfolio	10,888	8,811	9,631
Other operating	28,371	22,135	12,106
General and administrative	112,501	102,993	145,925
Depreciation and amortization	34,521	32,529	28,185
Interest expense	48,476	56,943	88,626
Loss on extinguishment of debt	0	(46,807)	(15,604)
Impairments and other write-offs	12	240	1,587
Gain on disposal of assets	(8)	(265)	(982)
Gain on bargain purchase from business combinations	0	0	(2,879)
Total costs and expenses	702,392	734,875	726,536
Income before provision for income taxes	251,648	109,691	3,252
Provision for income taxes	102,170	50,234	5,777
Net income (loss)	149,478	59,457	(2,525)
Other comprehensive income (loss):
Currency translation adjustments, net of tax of $0	(2,466)	(3,545)	2,543
Post-retirement benefit plan, net of tax of $0	1,893	171	(2,064)
Other Comprehensive Income (Loss), Net of Tax	(17)	(10)	77
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(590)	(3,384)	556
Comprehensive income (loss)	$ 148,888	$ 56,073	$ (1,969)
Net income (loss) per share:
Basic (usd per share)	$ 2.05	$ 0.79	$ (0.04)
Diluted (usd per share)	$ 1.98	$ 0.77	$ (0.04)
Weighted average common shares outstanding:
Basic (in shares)	72,881	75,466	63,704
Diluted (in shares)	75,479	76,947	63,704

XML

Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Provision for Vacation Interests sales	$ (80,772)	$ (57,202)	$ (44,670)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax	0	0	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	$ 0	$ 0	$ 0

XML

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock [Member]	Common stock par value [Member]	Additional Paid-in Capital [Member]	Permanent Capital Accumulated Deficit	Permanent Capital Accumulated Other Comprehensive Income (Loss)	Treasury Stock [Member]	Stockholders' Equity, Total [Member]
Beginning balance, shares at Dec. 31, 2012		54,057,867
Beginning balance at Dec. 31, 2012			$ 541	$ 155,027	$ (237,434)	$ (16,733)	$ 0	$ (98,599)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from Issuance of Common Stock			161	204,171	0	0	0	204,332
Stock Issued During Period, Value, New Issues			52	73,255	0	0	0	73,307
Stock-based compensation, shares		64,284
Stock-based compensation			1	41,087	0	0	0	41,088
Issuance of common stock in the IPO, net of related costs, shares		16,100,000
Issuance of common stock in the Island One Acquisition, shares		5,236,251
Repurchase of outstanding warrants	$ 10,346		0	(10,346)	0	0	0	(10,346)
Net income (loss)	(2,525)		0	0	(2,525)	0	0	(2,525)
Currency translation adjustments, net of tax of $0	2,543		0	0	0	2,543	0	2,543
Post-retirement benefit plan, net of tax of $0	(2,064)		0	0	0	(2,064)	0	(2,064)
Other Comprehensive Income (Loss), Net of Tax	77		0	0	0	77	0	77
Ending balance, shares at Dec. 31, 2013		75,458,402
Ending balance at Dec. 31, 2013			755	463,194	(239,959)	(16,177)	0	207,813
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, shares		227,500
Exercise of stock options			2	3,353	0	0	0	3,355
Stock-based compensation, shares		46,186
Stock-based compensation			0	16,185	0	0	0	16,185
Purchase of treasure stock, shares		(642,900)
Purchase of treasury stock			0	0	0	0	(16,077)	(16,077)
Repurchase of outstanding warrants	0
Net income (loss)	59,457		0	0	59,457	0	0	59,457
Currency translation adjustments, net of tax of $0	(3,545)		0	0	0	(3,545)	0	(3,545)
Post-retirement benefit plan, net of tax of $0	171		0	0	0	171	0	171
Other Comprehensive Income (Loss), Net of Tax	(10)		0	0	0	(10)	0	(10)
Ending balance, shares at Dec. 31, 2014		75,089,188
Ending balance at Dec. 31, 2014			757	482,732	(180,502)	(19,561)	(16,077)	267,349
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, shares		188,495
Exercise of stock options			2	2,937	0	0		2,939
Stock-based compensation, shares		141,490
Stock-based compensation			1	14,408				14,409
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation				922				922
Purchase of treasure stock, shares		(5,713,554)
Purchase of treasury stock							(163,545)	(163,545)
Treasury Stock, Retired, Cost Method, Amount			(41)	(119,524)			119,565
Repurchase of outstanding warrants	0
Net income (loss)	149,478		0	0	149,478	0	0	149,478
Currency translation adjustments, net of tax of $0	(2,466)		0	0	0	(2,466)	0	(2,466)
Post-retirement benefit plan, net of tax of $0	1,893					1,893		1,893
Other Comprehensive Income (Loss), Net of Tax	$ (17)					(17)	0	(17)
Ending balance, shares at Dec. 31, 2015		69,705,619
Ending balance at Dec. 31, 2015			$ 719	$ 381,475	$ (31,024)	$ (20,151)	$ (60,057)	$ 270,962

XML

Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Tax on currency translation adjustment	$ 0	$ 0	$ 0
Tax on post retirement benefit plan	0	0	0
Common Stock [Member]
Tax on currency translation adjustment	0	0	0
Tax on post retirement benefit plan	0	0	0
Additional Paid-in Capital [Member]
Tax on currency translation adjustment	0	0	0
Tax on post retirement benefit plan	0	0	0
Retained Earnings [Member]
Tax on currency translation adjustment	0	0	0
Tax on post retirement benefit plan	0	0	0
Permanent Capital Accumulated Other Comprehensive Income (Loss)
Tax on currency translation adjustment	0	0	0
Tax on post retirement benefit plan	0	0	0
Treasury Stock [Member]
Tax on currency translation adjustment	0	0	0
Tax on post retirement benefit plan	$ 0	$ 0	$ 0

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating activities:
Net income (loss)	$ 149,478	$ 59,457	$ (2,525)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for uncollectible Vacation Interests sales revenue	80,772	57,202	44,670
Amortization of capitalized financing costs and original issue discounts	6,233	5,337	7,079
Amortization of capitalized loan origination costs and net portfolio discounts	12,713	8,918	5,955
Depreciation and amortization	34,521	32,529	28,185
Stock-based compensation	14,948	16,202	40,533
Excess Tax Benefit from Share-based Compensation, Operating Activities	(922)	0	0
Non-cash expense related to Alter Ego Suit	0	0	5,508
Loss on extinguishment of debt	0	46,807	15,604
Impairments and other write-offs	12	240	1,587
Gain on disposal of assets	(8)	(265)	(982)
Gain on bargain purchase from business combinations	0	0	(2,879)
Deferred Income Taxes and Tax Credits	46,146	24,424	3,264
Loss on foreign currency exchange	1,210	362	245
Gain on mortgage repurchase	(515)	(621)	(111)
Unrealized loss on derivative instruments	462	0	0
Unrealized loss on post-retirement benefit plan	0	171	887
Noncontrolling Interest in Net Income (Loss) Joint Venture Partners, Nonredeemable	122	0	0
Changes in operating assets and liabilities excluding acquisitions:
Increase (Decrease) in Restricted Cash for Operating Activities	(16,137)	3,256	(4,901)
Vacation Interests notes receivable	(216,954)	(158,842)	(128,803)
Due from related parties, net	18,581	2,580	(11,568)
Other receivables, net	3,726	(5,412)	(5,853)
Prepaid expenses and other assets, net	10,044	(16,823)	(6,534)
Unsold Vacation Interests, net	(59,611)	22,784	7,131
Accounts payable	1,374	(288)	(6,446)
Due to related parties, net	23,084	(8,413)	(20,842)
Accrued liabilities	70,527	17,628	13,119
Increase (Decrease) in Income Taxes Receivable	558	(1,402)	1,247
Increase (Decrease) in Deferred Charges	(4,470)	15,483	14,272
Net cash provided by (used in) operating activities	175,894	121,314	(2,158)
Investing activities:
Property and equipment capital expenditures	(26,325)	(17,950)	(15,150)
Payments to Acquire Intangible Assets	(8,993)	0	0
Proceeds from Divestiture of Interest in Joint Venture	(1,500)	0	0
Proceeds from sale of assets	567	850	3,933
Net cash used in investing activities	(203,685)	(17,100)	(58,065)
Financing activities:
Changes in cash in escrow and restricted cash	(13,817)	9,363	(38,645)
Proceeds from issuance of securitization notes and Funding Facilities	147,000	442,775	0
Proceeds from issuance of credit facility	0	0	15,000
Proceeds from Securitizations of Consumer Loans	649,159	466,325	552,677
Proceeds from issuance of note payable	0	1,113	5,357
Payments on Senior Credit Facility	(18,109)	(2,225)	0
Payments on 2013 Revolving Credit Facility	0	0	(15,000)
Payments on senior secured notes, including redemption premium	0	(404,683)	(56,628)
Payments on securitization notes and Funding Facilities	(515,728)	(348,454)	(427,472)
Payments on notes payable	(13,003)	(30,721)	(137,220)
Payments of debt issuance costs	(11,706)	(15,852)	(9,996)
Excess Tax Benefit from Share-based Compensation, Financing Activities	922	0	0
Proceeds from issuance of common and preferred stock, net of related costs	0	0	204,332
Repurchase of outstanding warrants	0	0	(10,346)
Purchase of treasury stock	(163,545)	(16,077)	0
Payments related to early extinguishment of notes payable	0	0	(2,034)
Proceeds from exercise of stock options	2,939	3,355	0
Payments for Derivative Instrument, Financing Activities	(316)	0	0
Net cash provided by financing activities	63,796	104,919	80,025
Net increase in cash and cash equivalents	36,005	209,133	19,802
Effect of changes in exchange rates on cash and cash equivalents	(537)	(1,167)	173
Cash and cash equivalents, beginning of period	255,042	47,076	27,101
Cash and cash equivalents, end of period	290,510	255,042	47,076
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash interest paid on corporate indebtedness	24,954	55,208	62,956
Cash paid for taxes, net of cash tax refunds	2,903	3,094	1,245
Goodwill acquired	73,889		30,632
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Insurance premiums financed through issuance of notes payable	13,141	10,599	11,480
Assets held for sale reclassified to unsold vacation interests	12,488	0	0
Unsold Vacation Interests, net reclassified to property and equipment	0	5,995	0
Unsold Vacation Interests, net reclassified to assets held for sale	0	4,254	9,758
Information technology software and support financed through issuance of notes payable	0	472	0
Gold Key Acquisition [Member]
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on bargain purchase from business combinations	0
Investing activities:
Purchase of assets in connection with acquisition, net of cash acquired	(167,434)	0	0
Cash Acquired from Acquisition		0	0
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Fair Value of Assets Acquired	111,722
Goodwill acquired	73,879
Payments to Acquire Businesses, Gross	(167,500)
DRII common stock issued	0
Increase (Decrease) in Deferred Liabilities	0	0	(19,140)
Liabilities assumed	18,101
island One Acquisition [Member]
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on bargain purchase from business combinations		0
Investing activities:
Cash Acquired from Acquisition	0	0	569
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Fair Value of Assets Acquired		0
Goodwill acquired		0
Payments to Acquire Businesses, Gross		0
DRII common stock issued		0
Liabilities assumed		0
PMR Acquisition [Member]
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on bargain purchase from business combinations			(2,879)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Fair Value of Assets Acquired			134,404
Payments to Acquire Businesses, Gross			(47,417)
Liabilities assumed			22,293
PMR Service Companies Aquisition [Member]
Investing activities:
Purchase of assets in connection with acquisition, net of cash acquired	0	0	(47,417)
Cash Acquired from Acquisition	0	0	0
Securitization Loans and Funding Facilities [Member]
Financing activities:
Payments on securitization notes and Funding Facilities	$ (16,761)	$ (15,068)	(16,597)
Diamond Resorts International, Inc. [Member] | island One Acquisition [Member]
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
DRII common stock issued			$ (73,307)

XML

Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands		12 Months Ended
	Oct. 16, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
PMR Service Companies Aquisition [Member]
Cash Acquired from Acquisition		$ 0	$ 0	$ 0
Gold Key Acquisition [Member]
Cash Acquired from Acquisition	$ 66		$ 0	$ 0

XML

Background, Business and Basis of Presentation

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description and Basis of Presentation

Background, Business and Basis of Presentation

Business and Background

On July 24, 2013, Diamond Resorts International, Inc. ("DRII") closed the initial public offering (the "IPO") of an aggregate of 17,825,000 shares of its common stock at the IPO price of $14.00 per share. In the IPO, DRII sold 16,100,000 shares of common stock, and Cloobeck Diamond Parent, LLC ("CDP"), in its capacity as a selling stockholder, sold 1,725,000 shares of common stock. The net proceeds to DRII were $204.3 million after deducting all offering expenses.

DRII was incorporated as a Delaware corporation on January 11, 2013 to effect the Reorganization Transactions (defined below) and consummate the IPO. Immediately prior to the consummation of the IPO, Diamond Resorts Parent, LLC ("DRP") was the sole stockholder of DRII. In connection with, and immediately prior to the completion of the IPO, each member of DRP contributed all of its equity interests in DRP to DRII in return for shares of common stock of DRII. Following this contribution, DRII redeemed the shares of common units held by DRP and DRP was merged with and into DRII, with DRII being the surviving entity. The Company refers to these and other related transactions entered into substantially concurrently with the IPO as the "Reorganization Transactions."

DRII is a holding company, and its principal asset is the direct and indirect ownership of equity interests in its subsidiaries, including Diamond Resorts Corporation ("DRC"), which is the operating subsidiary that has historically conducted the business described below.

Except where the context otherwise requires or where otherwise indicated, references in the consolidated financial statements to "the Company" refer to DRP prior to the consummation of the Reorganization Transactions, and DRII, as the successor to DRP, following the consummation of the Reorganization Transactions, in each case together with its subsidiaries, including DRC.

The Company operates in the hospitality and vacation ownership industry, with a worldwide resort network of 379 vacation destinations located in 35 countries throughout the world, including the continental United States ("U.S."), Hawaii, Canada, Mexico, the Caribbean, Central America, South America, Europe, Asia, Australia, New Zealand and Africa (as of January 31, 2016). The Company’s resort network includes 109 resort properties with approximately 12,000 units that are managed by the Company and 250 affiliated resorts and hotels and 20 cruise itineraries, which the Company does not manage and do not carry the Company's brand, but are a part of the Company's resort network and, through THE Club and other Club offerings (the "Clubs"), are available for its members to use as vacation destinations.

The Company’s operations consist of two interrelated businesses: (i) hospitality and management services, which includes operations related to the management of the homeowners associations (the "HOAs") for resort properties and eight multi-resort trusts and one single-resort trust (collectively, the "Diamond Collections"), operations of the Clubs, food and beverage venues owned and managed by the Company and the provision of other hospitality and management services and (ii) vacation interests ("VOIs" or "Vacation Interests") sales and financing, which includes marketing and sales of VOIs and consumer financing for purchasers of the Company’s VOIs. Historically, we have derived a majority of the Company's total revenue and net income from the vacation interests sales and financing segment.

Through December 31, 2014, hospitality and management services also included operations of two properties located in St. Maarten for which a wholly-owned subsidiary of the Company functioned as the HOA. Effective January 1, 2015, the Company assigned the rights and related obligations associated with assets it previously owned as the HOA for these properties to newly created HOAs (the "St. Maarten HOAs"). Since then, the Company has had no beneficial interest in the St. Maarten HOAs, except through its ownership of VOIs, but continues to serve as the manager of the St. Maarten HOAs pursuant to customary management services agreements. As a result, the operating results and the assets and liabilities of the St. Maarten properties were deconsolidated from the Company's consolidated financial statements effective January 1, 2015 (with the exception of all employee-related liabilities including the post-retirement benefit plan, which were transferred to the St. Maarten HOAs during the quarter ended September 30, 2015, and cash accounts, the majority of which is expected to be transferred to the St. Maarten HOAs during the quarter ending March 31, 2016) (the "St. Maarten Deconsolidation").

On October 16, 2015, the Company completed its acquisition of substantially all of the assets of Ocean Beach Club, LLC, Gold Key Resorts, LLC, Professional Hospitality Resources, Inc., Vacation Rentals, LLC and Resort Promotions, Inc.(collectively, the “Gold Key Companies”) relating to their operation of their vacation ownership business in Virginia Beach,

Virginia and the Outer Banks, North Carolina (the "Gold Key Acquisition"). The Company acquired management contracts, real property interests, unsold vacation ownership interests and other assets of the Gold Key Companies, adding six additional managed resorts to the Company’s resort network, in exchange for a cash purchase price of $167.5 million and the assumption of certain non-interest-bearing liabilities. At the closing of the Gold Key Acquisition, an additional $6.2 million was deposited into an escrow account to support the Company’s obligations under the Default Recovery Agreement, which is treated as restricted cash in the accompanying consolidated balance sheet. See "Note 8—Prepaid expenses and other assets" for further detail on the Default Recovery Agreement.

Basis of Presentation

Except where the context otherwise requires or where otherwise indicated, the consolidated financial statements and other historical financial data included in this annual report on Form 10-K are (i) those of DRP and its subsidiaries through July 24, 2013, after giving retroactive effect to the Reorganization Transactions and (ii) those of DRII and its subsidiaries after July 24, 2013.

The Company has reclassified the amount of cash collected on overnight rental operations (the "Rental Trust Cash Accounts") on its balance sheet as of December 31, 2014 from cash in escrow and restricted cash to cash and cash equivalents. The Company concluded that the majority of the Rental Trust Cash Accounts ultimately belong to the Company, and are available for general corporate use. Consequently, the Company reclassified $12.6 million to cash and cash equivalents as of December 31, 2014 to conform to the current year presentation. In addition, the Company revised its statements of cash flows for the years ended December 31, 2014 and 2013 to reflect these reclassifications.

In addition, the Company reclassified certain amounts related to changes in cash in escrow and restricted cash from cash flows from financing activities to cash flows from operating activities in its statements of cash flows for the years ended December 31, 2014 and 2013 to conform to the current period presentation. The revisions and impact on the previously-issued balance sheet and statements of cash flows are not material.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Significant accounting policies are those policies that, in management's view, are most important in the portrayal of the Company's financial condition and results of operations. The methods, estimates and judgments that the Company uses in applying its accounting policies have a significant impact on the results that it reports in the financial statements. Some of these significant accounting policies require the Company to make subjective and complex judgments regarding matters that are inherently uncertain. Those significant accounting policies that require the most significant judgment are discussed further below.

Principles of Consolidation—The accompanying consolidated financial statements include all subsidiaries of the Company. All significant intercompany transactions and balances have been eliminated from the accompanying consolidated financial statements.

Use of Estimates—The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") requires the Company to make difficult and subjective judgments that affect the reported amounts of assets, liabilities, revenues and expenses, often as a result of the need to make estimates regarding matters that are inherently uncertain. The methods, estimates and judgments that the Company uses in applying its accounting policies have a significant impact on the results that the Company reports in its financial statements. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue, bad debts, unsold Vacation Interests, net, Vacation Interests cost of sales, stock-based compensation expense and income taxes. These estimates are based on historical experience and various other assumptions that management believes are reasonable under the circumstances. The results of the Company's analyses form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to the Company's consolidated financial statements.

Significant estimates are also used by the Company to record a provision for uncollectible Vacation Interests notes receivable. This provision is calculated as projected gross losses for originated Vacation Interests notes receivable, taking into account estimated VOI recoveries. The Company applies its historical default percentages based on credit scores of the individual customers to its Vacation Interests notes receivable population and evaluates other factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. If actual Vacation Interests notes receivable losses differ materially from these estimates, the Company's future results of operations may be adversely impacted.

Significant estimates were used by the Company to estimate the fair value of the assets acquired and liabilities assumed in the acquisition of certain assets in connection with the Gold Key Acquisition. These estimates included projections of future cash flows derived from sales of VOIs, member relationship lists, management services revenue and rental income. Additionally, the Company made significant estimates of costs associated with such projected revenues including but not limited to recoveries and discount rates. The Company also made significant estimates which include: (i) allowance for loan and contract losses and provision for uncollectible Vacation Interests sales revenue; (ii) estimated useful lives of property and equipment; (iii) estimated useful lives of intangible assets acquired; (iv) estimated costs to build or acquire any additional Vacation Interests, estimated total revenues expected to be earned on a project, related estimated provision for uncollectible Vacation Interests sales revenue and sales incentives, estimated projected future cost and volume of recoveries of VOIs, estimated sales price per point and estimated number of points to be sold used to allocate certain unsold Vacation Interests to Vacation Interests cost of sales under the relative sales value method (See "Vacation Interests Cost of Sales" below for further detail on this method); and (v) the valuation allowance recorded against deferred tax assets. It is at least reasonably possible that a material change in one or more of these estimates may occur in the near term and that such change may materially affect actual results.

In addition, significant estimates are used by the Company to estimate compensation expense related to employee and non-employee stock options issued by the Company under the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (the "2013 Plan") and the Company's 2015 Equity Incentive Compensation Plan (the "2015 Plan"). The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of the stock options granted to its employees (including, from an accounting perspective, non-employee directors in their capacity as such) and employees and independent contractors of HM&C through December 31, 2014 and Mr. Lowell D. Kraff, the Vice Chairman of the Board of Directors of the Company (with respect to the stock-based compensation issued to him in connection with the IPO) ("Non-Employees"). The expected volatility is calculated based on the historical volatility of the stock prices for a group of identified peer companies for the expected term of the stock options on the grant date (which is significantly greater than the volatility of the S&P 500® index as a whole during the same period) due to the lack of historical trading prices for the Company's common stock. The average expected option life represents the period of time the stock options are expected to be outstanding at the issuance date based on management’s estimate using the simplified method prescribed under the SEC Staff Accounting Bulletin Topic 14: Share-Based Payment ("SAB 14") for employee grants and the contractual term for Non-Employee grants. The risk-free interest rate is calculated based on U.S. Treasury zero-coupon yield, with a remaining term that approximates the expected option life assumed at the date of issuance. The expected annual dividend per share is 0% based on the Company’s expected dividend rate. See "Note 21—Stock-Based Compensation" for further detail on the Company's stock options issued under the 2013 Plan and the 2015 Plan.

Management and Member Services Revenue Recognition—Management and member services revenue includes resort management fees charged to the HOAs and the Diamond Collections, as well as revenues from the Company's operation of the Clubs. These revenues are recorded and recognized as follows:

• Management fee revenues are recognized in accordance with the terms of the Company's management contracts. Under the Company's management agreements, the Company collects management fees from the HOAs and Diamond Collection's non-profit members associations (the "Collection Associations"), which are recognized as revenue ratably throughout the year as earned. The management fees the Company earns are included in the HOAs' and Diamond Collections' operating budgets which, in turn, are used to establish the annual maintenance fees owed by each owner of VOIs.

• The Company charges an annual fee for membership in each of the Clubs. In addition to annual dues associated with the Clubs, the Company also earns revenue associated with the legacy owners of deeded intervals at resorts that the Company acquired in its strategic acquisitions exchanging the use of their intervals for points membership in the Clubs, which requires these owners to pay the annual fees associated with Club membership, and the Company generally encourages holders of these deeded intervals to exchange the use of their intervals for points memberships in the Clubs. The Company also earns reservation protection plan revenue, which is an optional fee paid by customers when making a reservation to protect their points should they need to cancel their reservation, and through the Company's provision of other travel and discount related benefits as well as call center services provided to the HOAs and the Diamond Collections.

Management and member services revenue also included commissions received under the fee-for-service agreements it had with Island One, Inc. from July 2011 until July 2013, when the Company completed the acquisition of all of the equity interests of Island One, Inc. and Crescent One, LLC in exchange for $73.3 million in shares of the Company's common stock (the "Island One Acquisition").

All of these revenues are allocated to the hospitality and management services business segment.

Consolidated Resort Operations Revenue Recognition—Consolidated resort operations revenue consists of the following:

• The Company functioned as an HOA for its properties located in St. Maarten through December 31, 2014. Consolidated resort operations revenue included the maintenance fees billed to owners and the Diamond Collections in connection with the St. Maarten resorts, which were recognized ratably over the year. In addition, the owners were billed for capital project assessments to repair and replace the amenities of these resorts, as well as assessments to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue with offsetting expense recorded under consolidated resort operations expense. See “Consolidated Resort Operations Expenses” below for further detail. All operating revenues and expenses associated with these properties were consolidated within the Company's financial statements, except for intercompany transactions, such as maintenance fees for the Company's owned inventory and management fees for the owned inventory, which were eliminated. Revenue associated with these properties historically constituted a majority of the Company's consolidated resort operations revenue. Effective January 1, 2015, however, in conjunction with the St. Maarten Deconsolidation, the consolidated resort operations revenue from the St. Maarten resorts was eliminated from the Company's consolidated statements of operations and comprehensive income (loss). See "Note 1—Background, Business and Basis of Presentation" for further detail on this transaction.

The Company also receives:

•food and beverage revenue at certain resorts whose restaurants the Company owns and operates;

• lease revenue from third parties to which the Company outsources the management of its golf course and food and beverage operations at certain resorts;

•revenue from providing cable, telephone and technology services to HOAs; and

•other incidental revenues generated at the venues the Company owns and operates, including retail and gift shops, spa services, safe rental and ticket sales.

Through December 31, 2013, consolidated resort operations revenue also included greens fees and equipment rental fees at certain golf courses owned and operated by the Company at certain resorts prior to outsourcing the management of these golf courses.

All of these revenues are allocated to the hospitality and management services business segment.

Vacation Interests Sales Revenue Recognition—With respect to the Company's recognition of revenue from Vacation Interests sales, the Company follows the guidelines included in Accounting Standards Codification ("ASC") 978, “Real Estate-Time-Sharing Activities” ("ASC 978"). Under ASC 978, Vacation Interests sales revenue is divided into separate components that include the revenue earned on the sale of the VOI and the revenue earned on the sales incentive given to the customer as motivation to purchase the VOI. Each component is treated as a separate transaction but both are recorded in Vacation Interests sales line of the Company's statement of operations and comprehensive income (loss). In order to recognize revenue on the sale of VOIs, ASC 978 requires a demonstration of a buyer's commitment (generally a cash payment of 10% of the purchase price plus the value of any sales incentives provided). A buyer's down payment and subsequent mortgage payments are adequate to demonstrate a commitment to pay for the VOI once 10% of the purchase price plus the value of the incentives provided to consummate a VOI transaction has been covered. The Company recognizes sales of VOIs on an accrual basis after (i) a binding sales contract has been executed; (ii) the buyer has adequately demonstrated a commitment to pay for the VOI; (iii) the rescission period required under applicable law has expired; (iv) collectibility of the receivable representing the remainder of the sales price is reasonably assured; and (v) the Company has completed substantially all of its obligations with respect to any development related to the real estate sold (i.e., construction has been substantially completed and certain minimum project sales levels have been met). If the buyer's commitment has not met ASC 978 guidelines, the Vacation Interests sales revenue and related Vacation Interests cost of sales and direct selling costs are deferred and recognized under the installment method until the buyer's commitment is satisfied, at which time the remaining amount of the sale is recognized. The net deferred revenue is recorded as a reduction to Vacation Interests notes receivable on the Company's balance sheet. Under ASC 978, the provision for uncollectible Vacation Interests sales revenue is recorded as a reduction of Vacation Interests sales revenue.

Vacation Interests Sales Revenue, Net—Vacation Interests sales revenue, net is comprised of Vacation Interests sales, net of a provision for uncollectible Vacation Interests sales revenue. Vacation Interests sales consist of revenue from the sale of points, which can be utilized for vacations at any of the resorts in the Company's network for varying lengths of stay, net of an amount equal to the expense associated with sales incentives. A variety of sales incentives are routinely provided as sales tools. Sales centers have predetermined budgets for sales incentives and manage the use of incentives accordingly. A provision for uncollectible Vacation Interests sales revenue is recorded upon completion of each financed sale. The provision for uncollectible Vacation Interests sales revenue is calculated based on historical default experience associated with the customer's Fair Isaac Corporation ("FICO") score. Additionally, the Company analyzes its allowance for loan and contract losses quarterly and makes adjustments based on current trends in consumer loan delinquencies and defaults and other criteria, if necessary. All of the Company's Vacation Interests sales revenue, net is allocated to the Vacation Interests sales and financing business segment.

Interest Revenue—The Company's interest revenue consists primarily of interest earned on consumer loans. Interest earned on consumer loans is accrued based on the contractual provisions of the loan documents. Interest accruals on consumer loans are suspended at the earliest of (i) the customer's account becoming over 180 days delinquent, or (ii) the completion of cancellation or foreclosure proceedings. If payments are received while a consumer loan is considered delinquent, interest is recognized on a cash basis. Interest accrual resumes once a customer has made six timely payments on the loan and brought the account current. All interest revenue is allocated to the Vacation Interests sales and financing business segment, with the exception of interest revenue earned on the Company's bank account balances, which is reported in corporate and other.

Other Revenue—Other revenue includes (i) collection fees paid by owners when they bring their maintenance fee accounts current after collection efforts have been made by the Company on behalf of the HOAs and Collection Associations; (ii) closing costs paid by purchasers on sales of VOIs; (iii) revenue associated with certain sales incentives given to customers as motivation to purchase a VOI (in an amount equal to the expense associated with such sales incentives), which is recorded upon recognition of the related VOI sales revenue; (iv) late/impound fees assessed on consumer loans; (v) loan servicing fees earned for servicing third-party portfolios; (vi) commission revenue earned from certain third-party lenders that provide consumer financing for sales of the Company's VOIs in Europe; and (vii) revenue recognized when customers' non-refundable deposits are forfeited upon the customers' failure to close on VOI transactions. Revenues associated with item (i) above are allocated to the Company's hospitality and management services business segment. Revenues associated with the remaining items above are allocated to the Company's Vacation Interests sales and financing business segment.

Management and Member Services Expense—Substantially all direct expenses related to the provision of services to the HOAs (other than for the Company's St. Maarten resorts, for which the Company functioned as the HOA through December 31, 2014) and the Diamond Collections are recovered through the Company's management agreements and, consequently, are not recorded as expenses. The Company passes through to the HOAs and the Collection Associations certain overhead charges incurred to manage the resorts. In accordance with guidance included in ASC 605-45, “Revenue Recognition - Principal Agent Considerations," reimbursements from the HOAs and the Collection Associations relating to pass-through costs are recorded net of the related expenses. These expenses are allocated to the hospitality and management services business segment.

Expenses associated with the Company's operation of the Clubs include costs incurred for outsourced (prior to December 31, 2015) and in-house call centers, annual membership fees paid to a third-party exchange company on behalf of members of the Clubs, as applicable, and administrative expenses. These expenses are allocated to the hospitality and management services business segment.

Between January 1, 2013 and July 24, 2013, management and member services expenses also included costs incurred under the fee-for-service agreements with Island One, Inc. This arrangement was terminated in conjunction with the Island One Acquisition.

These expenses are allocated to the hospitality and management services business segment.

Consolidated Resort Operations Expense—Through December 31, 2014, with respect to the two resorts located in St. Maarten, the Company recorded expenses associated with housekeeping, front desk, maintenance, landscaping and other similar activities, which were recovered by the maintenance fees recorded in consolidated resort operations revenue. In addition, for these two properties, the Company also billed the owners for capital project assessments to repair and replace the amenities of these resorts, as well as assessments to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue with offsetting expense recorded under consolidated resort operations expense. The Company's expense associated with the St. Maarten properties historically constituted a majority of the Company's consolidated resort operations expense. Effective January 1, 2015, however, in conjunction with the St. Maarten Deconsolidation, the consolidated resort operations expense from the St. Maarten resorts was eliminated from the Company's consolidated statements of operations and comprehensive income (loss). See "Note 1—Background, Business and Basis of Presentation" for further detail on the St. Maarten Deconsolidation. Furthermore, consolidated resort operations expense includes the costs related to food and beverage operations at certain resorts whose restaurants the Company operates directly. Similarly, the expenses of operating spas and retail and gift shops are included in consolidated resort operations expense. These expenses are allocated to the hospitality and management services business segment.

Through December 31, 2013, consolidated resort operations expense also included costs at certain golf courses owned and operated by the Company at certain resorts prior to outsourcing the management of these golf courses.

Vacation Interests Cost of Sales—At the time the Company records Vacation Interests sales revenue, it records the related Vacation Interests cost of sales. The Company records Vacation Interests cost of sales using the relative sales value method in accordance with ASC 978. This method, which was originally designed more for developers of timeshare resorts, requires the Company to make a number of projections and estimates, which are subject to significant uncertainty. In order to determine the amounts that must be expensed for each dollar of Vacation Interests sales with respect to a particular project, the Company is required to prepare a forecast of sales and certain costs for the entire project's life cycle. These forecasts require the Company to estimate, among other things, the costs to acquire (or if applicable, build) additional VOIs, the total revenues expected to be earned on the project (including estimations of sales price per point and the aggregate number of points to be sold), the proper provision for uncollectible Vacation Interests sales revenue, sales incentives, and the projected future cost and volume of recoveries of VOIs. Then, these costs as a percentage of Vacation Interests sales are determined and that percentage is applied retroactively to all prior sales and is applied to sales within the current period and future periods with respect to a particular project. These projections are reviewed on a regular basis, and the relevant estimates used in the projections are revised (if necessary) based upon historical results and management's new estimates. The Company requires a seasoning of pricing strategy changes before such changes fully affect the projections, which generally occurs over a six-month period. If any estimates are revised, the Company is required to adjust its Vacation Interests cost of sales using the revised estimates, and the entire adjustment required to correct Vacation Interests cost of sales over the life of the project to date is taken in the period in which the estimates are revised. Accordingly, small changes in any of the numerous estimates in the model can have a significant financial statement impact, both positively and negatively, due to the retroactive adjustment required by ASC 978. See “Unsold Vacation Interests, net” below for further detail. All of these costs are allocated to the Vacation Interests sales and financing business segment.

Advertising, Sales and Marketing Costs—Advertising, sales and marketing costs are expensed as incurred, except for costs directly related to VOI sales that are not eligible for revenue recognition under ASC 978, as described in "—Vacation Interests Sales Revenue Recognition” above, which are deferred along with related revenue until the buyer's commitment requirements are satisfied. Advertising, sales and marketing costs are allocated to the Vacation Interests sales and financing business segment. Advertising expense recognized was $10.3 million, $7.3 million and $6.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Vacation Interests Carrying Cost, Net—The Company is responsible for paying annual maintenance fees and reserves to the HOAs and the Collection Associations on its unsold VOIs. Vacation Interests carrying cost, net also includes amounts paid for delinquent maintenance fees related to VOIs eligible for recovery pursuant to the Company's inventory recovery and assignment agreements ("IRAAs") except for amounts that are capitalized to unsold Vacation Interests, net. See "Note 6—Transactions with Related Parties—Inventory Recovery and Assignment Agreements" for further detail on IRAAs.

To offset the Company's gross Vacation Interests carrying cost, the Company rents VOIs controlled by the Company to third parties on a short-term basis. The Company also generates revenue on sales of sampler programs ("Sampler Packages"), which allow prospective owners to stay at a resort property on a trial basis. This revenue and the associated expenses are deferred until the vacation is used by the customer or the expiration date, whichever is earlier. Revenue from resort rentals and Sampler Packages is recognized as a reduction to Vacation Interests carrying cost, with the exception of revenue from the Company's European sampler product, which has a duration of three years and is treated as Vacation Interests sales revenue. Vacation Interests carrying cost, net is allocated to the Vacation Interests sales and financing business segment.

Loan Portfolio Expense—Loan portfolio expense includes payroll and administrative costs of the finance operations and credit card processing fees. These costs are expensed as incurred, with the exception of Vacation Interests notes receivable origination costs, which are capitalized and amortized over the term of the related Vacation Interests notes receivable as an adjustment to interest revenue using the effective interest method in accordance with guidelines issued under ASC 310, “Receivables” ("ASC 310"). These expenses are allocated to the Vacation Interests sales and financing business segment, with the exception of a portion of expenses incurred by the in-house collections department, which are allocated to the hospitality and management services business segment.

Other Operating Expenses—Other operating expenses include credit card fees incurred by the Company when customers remit down payments associated with a VOI purchase in the form of credit cards and also include certain sales incentives given to customers as motivation to purchase VOIs, all of which are expensed as the related Vacation Interests sales revenue is recognized. These expenses are allocated to the Company's Vacation Interests sales and financing business segment.

General and Administrative Expense—General and administrative expense includes payroll and benefits, legal, audit and other professional services, costs related to mergers and acquisitions, travel costs, technology-related costs, corporate facility expense. In addition, general and administrative expense includes recovery of the Company's expenses incurred on behalf of the HOAs and the Diamond Collections the Company manages in accordance with the Company's management agreements. In accordance with guidance included in ASC 605-45, “Revenue Recognition - Principal Agent Considerations," recovery from the HOAs and the Collection Associations is recorded net of the related expense. General and Administrative expense is not allocated to the Company's business segments, but rather are reported under corporate and other.

Depreciation and Amortization—The Company records depreciation expense in connection with depreciable property and equipment it purchased or acquired, including buildings and leasehold improvements, furniture and office equipment, land improvements and computer software and equipment. In addition, the Company records amortization expense on intangible assets with a finite life acquired by the Company, including management contracts, member relationships, distributor relationships and others. Depreciation and amortization expense is not allocated to the Company's business segments, but rather is reported in corporate and other.

Interest Expense—Interest expense related to corporate-level indebtedness is reported in corporate and other. Interest expense related to the Company's securitizations and consumer loan financings is allocated to the Vacation Interests sales and financing business segment.

Stock-based Compensation Expense—The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation"("ASC 718"). The Company measures stock-based compensation awards using a fair value method and records the related expense in its consolidated statements of operations and comprehensive income (loss). See "Note 21—Stock-Based Compensation" for further detail on the Company's stock-based compensation awards.

Income Taxes—The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which the Company operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the reversal of existing taxable temporary differences, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded a deferred tax asset for its net operating losses, a portion of which the use thereof is subject to limitations. As a result of uncertainties regarding the Company’s ability to utilize such net operating loss carry forwards, the Company maintains a valuation allowance against the deferred tax assets attributable to these net operating losses.

Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, based solely on the technical merits. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being sustained on examination. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Cash and Cash Equivalents—Cash and cash equivalents consist of cash, money market funds, and all highly-liquid investments purchased with an original maturity date of three months or less.

Cash in Escrow and Restricted Cash—Cash in escrow consists of deposits received on sales of VOIs that are held in escrow until the legal rescission period has expired. Restricted cash consists primarily of reserve cash held for the benefit of the secured note holders including the prefunding account and cash collections on certain Vacation Interests notes receivable that secure collateralized notes.

Vacation Interests notes receivable and related allowance—The Company accounts for Vacation Interests notes receivable in accordance with ASC 310. Vacation Interests notes receivable include mortgages receivable for the financing of previously sold intervals and contracts receivable for the financing of points.

Vacation Interests notes receivable that the Company originates or acquires are recorded net of (i) deferred loan and contract costs; (ii) the discount or premium on the acquired mortgage pool; and (iii) the related allowance for loan and contract losses. Loan and contract origination costs incurred in connection with providing financing for VOIs are capitalized and amortized over the term of the related Vacation Interests notes receivable as an adjustment to interest revenue using the effective interest method. Because the Company currently sells VOIs only in the form of points, the Company originates contracts receivables, and is not currently originating any new mortgages. The Company records a sales provision for estimated mortgage and contracts receivable losses as a reduction to Vacation Interests sales revenue. This provision is calculated as projected gross losses for originated Vacation Interests notes receivable, taking into account estimated VOI recoveries. If actual Vacation Interests notes receivable losses differ materially from these estimates, the Company's future results of operations may be adversely impacted.

The Company applies its historical default percentages based on credit scores of the individual customers to its originated and acquired Vacation Interests notes receivable population and evaluates other factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. Any adjustments to the allowance for Vacation Interests notes receivable loss are recorded within Vacation Interests sales revenue.

The Company charges off Vacation Interests notes receivable upon the earliest of (i) the customer's account becoming over 180 days delinquent or (ii) the completion of cancellation or foreclosure proceedings. Once a delinquent customer has brought the account current following the event leading to the charge-off and makes six timely payments, the charge-off is reversed. A default in a customer's initial payment (after unsuccessful collection efforts) results in a cancellation of the sale. All collection and foreclosure costs related to delinquent loans are expensed as incurred.

The Vacation Interests notes receivable acquired in connection with the Company's strategic acquisitions are each accounted for separately as an acquired pool of loans. Any discount or premium associated with each pool of loans is amortized using an amortization method that approximates the effective interest method.

Due from Related Parties, Net and Due to Related Parties, Net—Amounts due from related parties, net, and due to related parties, net consist primarily of transactions with HOAs or Collection Associations for which the Company acts as the management company. See "Note 6—Transactions with Related Parties" for further detail. Due to the fact that the right of offset exists between the Company and the respective HOAs and Collection Associations, the Company evaluates amounts due to and from each HOA and Collection Association at each reporting period to present the balances as either a net due to or a net due from related parties in accordance with the requirements of ASC 210, “Balance Sheet—Offsetting.”

Assets Held for Sale—Assets held for sale are recorded at the lower of cost or their estimated fair value less costs to sell and are not subject to depreciation. Sale of the assets classified as such is probable, and transfer of the assets is expected to qualify for recognition as a completed sale, generally within one year of the balance sheet date. See "Note 13—Assets Held for Sale" for further information.

Unsold Vacation Interests, Net—Unsold VOIs are valued at the lower of cost or fair market value. The cost of unsold VOIs includes acquisition costs, hard and soft construction costs (which are comprised of architectural and engineering costs incurred during construction), the cost incurred to recover inventory and other carrying costs (including interest, real estate taxes and other costs incurred during the construction period). The costs capitalized for recovered intervals differ based on a variety of factors, including the method of recovery and the timing of the original sale or loan origination. Costs are expensed to Vacation Interests cost of sales under the relative sales value method described above. In accordance with ASC 978, under the relative sales value method, cost of sales is calculated as a percentage of Vacation Interests sales revenue using a cost-of-sales percentage ratio of total estimated development costs to total estimated Vacation Interests sales revenue, including estimated future revenue and incorporating factors such as changes in prices and the recovery of VOIs (generally as a result of maintenance fee and Vacation Interests notes receivable defaults). In accordance with ASC 978, the selling, marketing and administrative costs associated with any sale, whether the original sale or subsequent resale of recovered inventory, are expensed as incurred, except for the direct selling costs which are deferred and recognized under the installment method until the buyer's commitment is satisfied, at which time the remaining amount of the sale is recognized.

In accordance with ASC 978, on a quarterly basis, the Company recalculates the total estimated Vacation Interests sales revenue and total estimated costs. The effects of changes in these estimates are accounted for as a current period adjustment so that the balance sheet at the end of the period of change and the accounting in subsequent periods are as they would have been if the revised estimates had been the original estimates. These adjustments can be material.

In North America, the Company capitalizes all maintenance fees and assessments paid to the HOAs and the Collection Associations related to the IRAAs into unsold Vacation Interests, net for the first two years of a member's maintenance fee delinquency. Following this two-year period, all assessments and maintenance fees paid under these agreements are expensed in Vacation Interests carrying cost, net until such time that the inventory is recovered. No entry is recorded upon the recovery of the delinquent inventory.

In Europe, the Company enters into informal inventory recovery arrangements similar to those in North America with the majority of the HOAs and the Collection Association for the European Collection. Accordingly, the Company capitalizes all maintenance fees and assessments paid to the HOAs and the Collection Association for the European Collection related to the inventory recovery arrangements into due from related parties-net for the first two years of a member's maintenance fee delinquency. Following this two-year period, all assessments and maintenance fees paid under these arrangements are expensed in Vacation Interests carrying cost, net until such time that the inventory is recovered. Once the delinquent inventory is recovered, the Company reclassifies the amounts capitalized in due from related parties, net to unsold Vacation Interests, net.

Goodwill—Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company does not amortize goodwill, but rather evaluates goodwill for potential impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit, as defined in ASC 350, "Intangibles—Goodwill" ("ASC 350"), is below the carrying amount.

Goodwill is tested using a two-step process. The first step of the goodwill impairment assessment, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill ("net book value"). If the fair value of a reporting unit exceeds its net book value, goodwill of the reporting unit is considered not impaired; thus, the second step of the impairment test is unnecessary. If net book value of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment assessment, used to measure the amount of impairment loss, if any, compares the implied fair value of reporting unit goodwill, which is determined in the same manner as the amount of goodwill recognized in a business combination, with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

Intangible assets—Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management contracts have estimated useful lives ranging from five to 25 years. Membership relationships and distributor relationships have estimated useful lives ranging from three to 30 years. Marketing easement rights, rights to develop inventory and rental agreements have estimated useful lives of 20 years, 14 years and four years, respectively.

The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows expected to result from the use and eventual disposition of an asset is less than its net book value, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.

Foreign Currency Translation—Assets and liabilities in foreign locations are translated into U.S. dollars using rates of exchange in effect at the end of the reporting period. Income and expense accounts are translated into U.S. dollars using average rates of exchange. The net gain or loss is shown as a translation adjustment and is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss). Holding gains and losses from foreign currency transactions are also included in the consolidated statements of operations and comprehensive income (loss).

Other Comprehensive Income (Loss)—Other comprehensive income (loss) includes all changes in equity from non-owner sources such as foreign currency translation adjustments and, through September 30, 2015, changes in accumulated obligation under the Company's defined benefit plan at its St. Maarten resorts. The defined benefit plan was deconsolidated from the Company's consolidated financial statements in the quarter ended September 30, 2015 in connection with the St. Maarten Deconsolidation. The Company accounts for other comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income."

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," which supersedes most of the current revenue recognition requirements ("ASU No. 2014-09"). The core principle of this guidance is that an entity will be required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers will also be required. Entities must adopt the new guidance using one of two retrospective application methods. The Company will adopt ASU No. 2014-09 as of its quarter ending March 31, 2018. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

In January 2015, the FASB issued ASU No. 2015-01, "Income Statement—Extraordinary and Unusual Items" ("ASU No. 2015-01"), which eliminates from U.S. GAAP the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. ASU No. 2015-01 simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. ASU No. 2015-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company will adopt ASU No. 2015-01 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation" ("ASU No. 2015-02"), which is intended to respond to stakeholders' concerns about the current accounting guidance for certain legal entities. The amendments update the analysis of consolidation for limited partnerships, contractual fee arrangements and investment funds, as well as include additional guidance on the effect of related parties. The amendments in ASU No. 2015-02 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The amendments in ASU No. 2015-02 may be applied retrospectively or using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company will adopt ASU No. 2015-02 as of its quarter ending March 31, 2016. The Company is currently evaluating the standard to determine the impact of its adoption on its financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest" ("ASU No. 2015-03"), which is intended to simplify the presentation of debt issuance costs. The amendments in ASU No. 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU No. 2015-03. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company will adopt ASU No. 2015-03 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will result in a reclassification between assets and liabilities but will have no other impact on its financial statements.

In April 2015, the FASB issued ASU No. 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software" ("ASU No. 2015-05"), which provides guidance to customers about whether a cloud computing arrangement includes a software license and, if so, how the software license element of the arrangement should be accounted for by the customer. ASU No. 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company will adopt ASU No. 2015-05 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments" ("ASU No. 2015-16"), which requires that an acquirer in a business combination recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU No 2015-16 also requires that the acquirer record, in the current period's financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU No. 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not been issued. The Company will adopt ASU No. 2015-16 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes - Balance Sheet Classification of Deferred Taxes" ("ASU No. 2015-17"), which eliminates the current requirement for an entity to present deferred income tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in ASU No. 2015-17 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. The amendments may be applied prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company will adopt ASU No. 2015-17 as of its quarter ending March 31, 2017. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU No. 2016-01"). The amendments in ASU No. 2016-01 require changes to the measurement and presentation of certain equity investments, as well as to the disclosures pertaining to these equity investments. The amendments in ASU No. 2016-01 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The new guidance permits early adoption of certain provisions in the Update. The Company will adopt ASU No. 2016-01 as of its quarter ending March 31, 2018. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases" ("ASU No. 2016-02"). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

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Concentrations of Risk

12 Months Ended

Dec. 31, 2015

Concentrations of Risk [Abstract]

Concentrations of Risk

Concentrations of Risk

Credit Risk—The Company is exposed to on-balance sheet credit risk related to its Vacation Interests notes receivable. The Company offers financing to the buyers of VOIs and bears the risk of defaults on promissory notes delivered to it by buyers of VOIs. If a buyer of VOIs defaults, the Company generally attempts to resell such VOIs by exercise of a power of sale. The associated marketing, selling, and administrative costs from the original sale are not recovered, and such costs must be incurred again to resell the VOIs. Although in many cases the Company may have recourse against a buyer of VOIs for the unpaid price, certain states have laws that limit the Company’s ability to recover personal judgments against customers who have defaulted on their loans. The Company has generally not pursued this remedy.

The Company maintains cash, cash equivalents, cash in escrow, and restricted cash with various financial institutions. These financial institutions are located throughout North America, Europe and the Caribbean. A significant portion of the Company's cash is maintained with a select few banks and is, accordingly, subject to credit risk. Periodic evaluations of the relative credit standing of financial institutions maintaining the deposits are performed to evaluate and mitigate, if necessary, any credit risk.

Availability of Funding Sources—The Company has historically funded Vacation Interests notes receivable and unsold Vacation Interests with borrowings through its financing facilities and internally generated funds. Borrowings are in turn repaid with the proceeds received by the Company from repayments of such Vacation Interests notes receivable. To the extent that the Company is not successful in maintaining or replacing existing financings, it may have to curtail its sales and marketing operations or sell assets, thereby resulting in a material adverse effect on the Company’s results of operations, cash flows and financial condition.

Geographic Concentration—Portions of the Company's consumer loan portfolio are concentrated in certain geographic regions within the U.S. The deterioration of the economic condition and financial well-being of the regions in which the Company has significant loan concentrations could adversely affect the results of operations for its consumer loan portfolio business. The credit risk inherent in such concentrations is dependent upon regional and general economic stability, which affects property values and the financial well-being of the borrowers. As of December 31, 2015 and 2014, the Company's loans to California residents constituted 33.3% and 32.4%, respectively, of the consumer loan portfolio. No other state or foreign country concentration accounted for more than 10.0% of the portfolio.

Interest Rate Risk—Since a significant portion of the Company’s indebtedness bears interest at variable rates, any increase in interest rates beyond amounts covered under the Company’s derivative financial instruments, particularly if sustained, could have an adverse effect on the Company’s results of operations, cash flows and financial position.

The Company derives net interest income from its financing activities because the interest rates it charges its customers who finance the purchase of their VOIs exceed the interest rates the Company pays to its lenders. Since the Company’s customer receivables generally bear interest at fixed rates, increases in interest rates will erode the spread in interest rates that the Company has historically obtained.

During the years ended December 31, 2015, 2014 and 2013, the Company entered into a series of interest rate cap and swap agreements to manage its exposure to interest rate increases, all of which except the December 2015 Swap (discussed below) were terminated by December 31, 2015.

On December 11, 2015, as required by the Company's $200.0 million conduit facility that was most recently amended on July 1, 2015 (the "Conduit Facility"), the Company entered into an interest rate swap agreement to manage its exposure to fluctuations in interest rates, effective December 15, 2015 (the "December 2015 Swap"). The December 2015 Swap has a notional amount of $20.5 million and is scheduled to mature on December 20, 2025. The Company pays interest at a fixed rate of 2.38% based on a floating notional amount in accordance with a pre-determined amortization schedule, and receives interest based on one-month floating LIBOR. The December 2015 Swap did not qualify for hedge accounting. See "Note 16—Borrowings" for further detail on the Conduit Facility.

As of December 31, 2015, the fair value of the December 2015 Swap was calculated to be $0.1 million based on a valuation report provided by a counterparty. The fair value was recorded as a derivative liability with an offsetting charge to interest expense.

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Cash in Escrow and Restricted Cash

12 Months Ended

Dec. 31, 2015

Cash in Escrow and Restricted Cash [Abstract]

Restricted Cash and Cash Equivalents

Cash in Escrow and Restricted Cash

The nature of selected balances included in cash in escrow and restricted cash includes:

Securitization and Funding Facilities collection and reserve cash—prefunding and reserve cash held for the benefit of secured note holders and cash collections on certain Vacation Interests notes receivable that secure collateralized notes. The Conduit Facility and the $100.0 million loan sale facility with Quorum Federal Credit Union (the "Quorum Facility") are collectively referred to as the "Funding Facilities." See "Note 16—Borrowings" for further detail on the Conduit Facility and the Quorum Facility.

As of December 31, 2014, Securitization and Funding Facilities collection and reserve cash included $4.4 million related to the future funding of Vacation Interests notes receivable associated with the issuance of $260.0 million of investment-grade rated securities in a securitization transaction completed on November 20, 2014 (the "DROT 2014-1 Notes"). $4.4 million was released to the Company's unrestricted cash account in January 2015. Securitization and Funding Facilities collection and reserve cash as of December 31, 2015 did not include any such amount.

Cash in escrow and restricted cash consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Securitization and Funding Facilities collection and reserve cash	$	50,943	$	39,784
Collected on behalf of St. Maarten and other HOAs	18,626		15,970
Escrow	13,423		9,830
Deposits related to Vacation Interests notes receivable servicing agreements	10,680		—
Bonds and deposits	883		882
Other	3,740		1,892
Total cash in escrow and restricted cash	$	98,295	$	68,358

In connection with the Gold Key Acquisition, the Company deposited $6.2 million into an escrow account in connection with required buyouts, upgrade fees and defaulted inventory purchases related to pre-closing Gold Key consumer receivables retained by the seller, and is treated as restricted cash.

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Vacation Interests Notes Receivable and Allowance

12 Months Ended

Dec. 31, 2015

Financing Receivable, Net [Abstract]

Mortgages and Contracts Receivable and Allowance for Loan and Contract Losses

Vacation Interests Notes Receivable and Allowance

The Company provides financing to purchasers of VOIs at North American and St. Maarten sales centers that is collateralized by their VOIs. Eligibility for this financing is principally dependent upon the customers’ FICO credit scores and other factors based on review of the customer's credit history. As of December 31, 2015, the Vacation Interests notes receivable bore interest at fixed rates ranging from 6.0% and 18.0%. The terms of the Vacation Interests notes receivable range from two years to 15 years and may be prepaid at any time without penalty. Vacation Interests notes receivable originated by the Company within the last five years have a term of 10 years. The weighted average interest rate of outstanding Vacation Interests notes receivable was 14.6%and14.8% as of December 31, 2015 and 2014, respectively.

The Company charges off Vacation Interests notes receivable upon the earliest of (i) the customer's account becoming over 180 days delinquent or (ii) the completion of cancellation or foreclosure proceedings. Once a delinquent customer has brought the account current following the event leading to the charge-off and makes six timely payments, the charge-off is reversed. A default in a customer's initial payment (after unsuccessful collection efforts) results in a cancellation of the sale. All collection and foreclosure costs related to delinquent loans are expensed as incurred. Vacation Interests notes receivable from 91 to 180 days past due as of December 31, 2015 and 2014 were 2.5% and 2.0% of gross Vacation Interests notes receivable, respectively.

The Vacation Interests notes receivable, net balance includes deferred origination costs related to Vacation Interests notes receivable originated by the Company, net of the related allowance. Vacation Interests notes receivable origination costs incurred in connection with providing financing for VOIs are capitalized and amortized over the estimated life of the Vacation Interests notes receivable, based on historical prepayments, as a decrease to interest revenue using a method that approximates the effective interest method. Amortization of deferred loan and contract origination costs charged to interest revenue was $12.6 million, $8.9 million and $5.4 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Gross Vacation Interests notes receivable - securitized were collateralized against the Company’s various borrowings included in "Securitization notes and Funding Facilities" in the accompanying consolidated balance sheets. See "Note 16—Borrowings" for further detail. Gross Vacation Interests notes receivable consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Vacation Interests notes receivables - securitized	$	688,777	$	552,400
Vacation Interests notes receivables - non-securitized	81,014		56,377
Total Vacation Interests notes receivable	$	769,791	$	608,777

Vacation Interests notes receivable, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015			2014
Vacation Interests notes receivable, originated	$	744,532		$	567,564
Vacation Interests notes receivable, purchased	25,259			41,213
Vacation Interests notes receivable, gross	769,791			608,777
Allowance for loan and contract losses	(165,331		)	(130,639		)
Deferred profit on Vacation Interests transactions	(1,780		)	(1,625		)
Deferred loan and contract origination costs, net	15,546			12,253
Inventory value of defaulted mortgages that were previously purchased	4,152			9,587
Premium on Vacation Interests notes receivable, net - purchased	229			309
Vacation Interests notes receivable, net	$	622,607		$	498,662

Deferred profit on Vacation Interests transactions represents the revenues less the related direct costs (sales commissions, sales incentives, cost of sales and allowance for loan losses) related to sales that do not qualify for revenue recognition under ASC 978. See "Note 2—Summary of Significant Accounting Policies" for a description of revenue recognition criteria.

Inventory value of defaulted mortgages that were previously purchased represents the inventory underlying mortgages that have defaulted. Upon recovery of the inventory, the value is transferred to unsold Vacation Interests, net.

The following reflects the contractual principal maturities of originated and acquired Vacation Interests notes receivable for each of the following years (in thousands):

2016	$	65,710
2017	68,169
2018	71,997
2019	76,605
2020	81,810
2021 and thereafter	405,500
	$	769,791

Activity in the allowance associated with Vacation Interests notes receivable consisted of the following for the years ended December 31 (in thousands):

	2015			2014
Balance, beginning of year	$	130,639		$	105,590
Provision for uncollectible Vacation Interests sales (a)	80,380			56,970
Write offs, net	(45,688		)	(31,921		)
Balance, end of year	$	165,331		$	130,639

(a) The provision for uncollectible Vacation Interests sales shows activity in the allowance for loan and contract losses associated with Vacation Interests notes receivable and is exclusive of ASC 978 adjustments related to deferred revenue.

A summary of the credit quality and aging consisted of the following as of December 31 of each of the following years (in thousands):

As of December 31, 2015
FICO Scores	Current		31-60		61-90		91-120		121-150		151-180		Total
>799	$	75,647	$	751	$	193	$	338	$	204	$	287	$	77,420
700 - 799	397,264		7,589		3,497		2,938		1,879		2,533		415,700
600 - 699	213,818		8,444		3,653		3,893		2,841		2,100		234,749
<600	19,393		1,700		881		333		533		465		23,305
No FICO Scores	16,677		674		490		320		286		170		18,617
	$	722,799	$	19,158	$	8,714	$	7,822	$	5,743	$	5,555	$	769,791

As of December 31, 2014
FICO Scores	Current		31-60		61-90		91-120		121-150		151-180		Total
>799	$	56,005	$	487	$	215	$	190	$	143	$	155	$	57,195
700 - 799	305,636		4,276		1,338		1,396		1,335		1,050		315,031
600 - 699	178,550		6,313		2,687		2,034		1,891		1,674		193,149
<600	19,992		1,833		895		545		406		450		24,121
No FICO Scores	17,262		817		449		361		230		162		19,281
	$	577,445	$	13,726	$	5,584	$	4,526	$	4,005	$	3,491	$	608,777

The Company captures FICO credit scores when each loan is underwritten. The "No FICO Scores" category in the table above is primarily comprised of customers who live outside of the U.S.

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Transactions with Related Parties

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Transactions with Related Parties

Note 6 — Transactions with Related Parties

Due from Related Parties, Net, and Due to Related Parties, Net

Amounts due from related parties, net and due to related parties, net consist primarily of transactions with HOAs or Collection Associations for which the Company acts as the management company. Due from related parties, net, transactions include (i) management fees for the Company’s role as the management company; (ii) certain expenses reimbursed by HOAs and Collection Associations; and (iii) the recovery of a portion of the Company’s Vacation Interests carrying costs, management and member services, consolidated resort operations, loan portfolio and general and administrative expenses that are incurred on behalf of the HOAs and the Collection Associations according to a pre-determined schedule approved by the board of directors at each HOA and Collection Association. Due to related parties, net, transactions include (i) the amounts due to HOAs and Collection Associations under the IRAAs that the Company enters into regularly with certain HOAs and similar agreements with the Collection Associations, pursuant to which the Company recaptures VOIs, either in the form of vacation points or vacation intervals, and may recover the underlying inventory at a later date; (ii) the maintenance fee and assessment fee liability owed to HOAs and Collection Associations for VOIs owned by the Company (generally this liability is recorded on January 1 of each year for the entire amount of annual maintenance and assessment fees, and is relieved throughout the year by payments remitted to the HOAs and the Collection Associations; these maintenance and assessment fees are also recorded as prepaid expenses and other assets in the accompanying consolidated balance sheets and amortized ratably over the year); (iii) cleaning fees owed to the HOAs for room stays paid by the Company's customers or by a Club on behalf of a member where the frequency of the cleans exceed those covered by the respective maintenance fees; and (v) miscellaneous transactions with other non-HOA related parties.

Amounts due from related parties and due to related parties, some of which are due on demand, carry no interest. Due to the fact that the right of offset exists between the Company and the respective HOAs and Collection Associations, the Company evaluates amounts due to and from each HOA and Collection Association at each reporting period to reduce the receivables and the payables on each party's books of record. Any remaining balances are then reclassified as either a net due to or a net due from related parties for each HOA and Collection Association in accordance with the requirements of ASC 210, "Balance Sheet— Offsetting."

Due from related parties, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Amounts due from HOAs and Collection Associations	$	42,393	$	51,207
Amounts due from other	42		444
Total due from related parties, net	$	42,435	$	51,651

Due to related parties, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Amounts due to HOAs and Collection Associations	$	54,686	$	34,732
Amounts due to other	92		36
Total due to related parties, net	$	54,778	$	34,768

Inventory Recovery and Assignment Agreements

The Company entered into IRAAs with substantially all HOAs for its managed resorts in North America and similar arrangements with all of the Collection Associations and a majority of its European managed resorts, pursuant to which it recaptures VOIs, either in the form of points or intervals, and brings them into its inventory for sale to customers. Under these agreements, the Company is required to pay between 30% and 100% of the annual maintenance and assessment fees to the HOAs and the Collection Associations for any VOIs that have become eligible for recovery. Generally, these agreements automatically renew for additional one-year terms unless expressly terminated by either party in advance of the agreement expiration period.

Such agreements contain provisions for the Company to utilize the VOIs associated with such maintenance fees and to reclaim such VOIs in the future. Generally, the agreements provide for an initial June 30 settlement date and adjustments thereafter for owners that become current subsequent to the June 30 settlement date.

Management Services

Included within the amounts reported as management and member services revenue are revenues from resort management services provided to the HOAs and the Collection Associations, which totaled $105.5 million, $96.2 million and $81.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. See "Note 1—Background, Business and Basis of Presentation" above for detail of these services performed.

Hospitality Management and Consulting Service, LLC ("HM&C") Management Services Agreement (the "HM&C Agreement")

HM&C was beneficially owned and controlled by Stephen J. Cloobeck, the Company's Chairman of the Board, and David F. Palmer, the Company's President and Chief Executive Officer, until the consummation of the HM&C Acquisition (as defined and discussed below), effective as of January 1, 2015. Pursuant to the HM&C Agreement, HM&C has provided two categories of management services to the Company: (i) executive and strategic oversight of the services that the Company provides to HOAs and the Collection Associations through the Company’s hospitality and management services operations, for the benefit of the Company, the HOAs and the Collection Associations; and (ii) executive, corporate and strategic oversight of the Company’s operations and certain other administrative services. Prior to the HM&C Acquisition, pursuant to the HM&C Agreement, HM&C was entitled to receive (a) a lump sum annual management fee for providing HOA management services; (b) a lump sum annual management fee for providing corporate management services; (c) a lump sum annual incentive payment based on performance metrics determined by the Compensation Committee of the Company's Board of Directors, subject to certain minimum amounts set forth in the HM&C Agreement; and (d) reimbursement of HM&C's expenses incurred in connection with its activities under the HM&C Agreement.

HM&C Acquisition

On January 6, 2015, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), whereby it acquired from an entity controlled by Mr. Cloobeck and an entity controlled by Mr. Palmer (which entities owned 95% and 5% of the outstanding membership interests of HM&C, respectively) all of the outstanding membership interests in HM&C in exchange for an aggregate purchase price of $10,000 (the "HM&C Acquisition"), which is recorded as goodwill on the Company's consolidated balance sheet. As a result of the HM&C Acquisition, effective January 1, 2015, transactions between the Company and HM&C were fully eliminated from the Company's consolidated balance sheet, as HM&C became a wholly-owned subsidiary of the Company.

Master Agreement

Concurrent with the Company's entry into the Purchase Agreement, on January 6, 2015, the Company entered into a Master Agreement (the "Master Agreement") with Mr. Cloobeck, HM&C, JHJM Nevada I, LLC ("JHJM") and other entities controlled by Mr. Cloobeck or his immediate family members. Pursuant to the Master Agreement, the parties made certain covenants to and agreements with the other parties, including: (i) the termination, effective as of January 1, 2015, of the services agreement between JHJM and HM&C (the "JHJM Agreement"); (ii) the conveyance to the Company of exclusive rights to market timeshare and vacation ownership properties from a prime location adjacent to Polo Towers on the “Las Vegas Strip,” pursuant to the terms of an Assignment and Assumption Agreement; (iii) Mr. Cloobeck’s agreement to various restrictive covenants, including non-competition, non-solicitation and non-interference covenants; and (iv) Mr. Cloobeck’s grant to the Company of a license to use Mr. Cloobeck’s persona, including his name, likeness and voice. In connection with the transactions contemplated by the Master Agreement, the Company paid Mr. Cloobeck or his designees $16.5 million and incurred $0.3 million in expenses related to this transaction. Of these amounts, $7.8 million was recorded as general and administrative expense in connection with the JHJM Agreement and $9.0 million was capitalized as marketing easement rights and other intangible assets. See "Note 12—Other Intangible Assets, Net" for further detail on the intangible assets acquired.

In addition, in light of the termination of the services agreement between JHJM and HM&C and the existence of a director designation agreement dated July 17, 2013, the Company agreed in the Master Agreement that, at least through December 31, 2017, so long as Mr. Cloobeck is serving as a member of the board of directors of the Company, he will continue to be the Chairman of the Board and, in such capacity, will receive annual compensation equal to two times the compensation generally paid to other non-employee directors, and he, his spouse and children will receive medical insurance coverage.

Aircraft Leases

In January 2012, the Company entered into an aircraft lease agreement with N702DR, LLC, a limited liability company of which Mr. Cloobeck is a beneficial owner and a controlling party. Pursuant to this lease agreement, the Company leases an aircraft from N702DR, LLC and paid N702DR, LLC $2.4 million for each of the years ended December 31, 2015, 2014 and 2013. In addition, pursuant to the Master Agreement described above, the Company agreed not to terminate this aircraft lease agreement until at least December 31, 2017, subject to certain termination provisions in the aircraft lease agreement.

In connection with the Company's lease of another aircraft from Banc of America Leasing & Capital, LLC, Mr. Cloobeck entered into a guarantee in favor of Banc of America Leasing & Capital, LLC. Pursuant to this guarantee, Mr. Cloobeck guarantees the Company's lease payments and any related indebtedness to Banc of America Leasing & Capital, LLC. In connection with this aircraft lease, and pursuant to this lease agreement, the Company paid Banc of America Leasing & Capital, LLC $1.2 million for each of the years ended December 31, 2015, 2014 and 2013, respectively. The Company did not compensate Mr. Cloobeck for providing these guarantees; however, pursuant to the Master Agreement described above, the Company agreed to indemnify and hold harmless Mr. Cloobeck and each of his affiliates from any and all amounts that Mr. Cloobeck is required to pay under the guarantee in favor of Banc of America Leasing & Capital, LLC. In exchange, Mr. Cloobeck agreed to comply with all the covenants and agreements set forth in the guarantee for so long as Mr. Cloobeck or any of his affiliates is subject to the guarantee.

Guggenheim Relationship

Pursuant to an agreement with the Company, DRP Holdco, LLC (the "Guggenheim Investor"), a significant stockholder of the Company, had the right to nominate two members to the Company's Board of Directors, subject to certain security ownership thresholds. Zachary Warren, a principal of Guggenheim Partners, LLC ("Guggenheim"), an affiliate of the Guggenheim Investor, serves as a member of the Company's Board of Directors as a nominee of the Guggenheim Investor. B. Scott Minerd, also a principal of Guggenheim, served as a member of the Company's Board of Directors until his resignation effective July 28, 2015. Mr Minerd's resignation did not involve a disagreement on any matter relating to the Company's operations, policies, or practices.

Affiliates of Guggenheim are currently lenders under the Conduit Facility, the senior secured credit facility originally entered into on May 9, 2014 and subsequently amended on December 22, 2014 and December 3, 2015 (the "Senior Credit Facility") and the $64.5 million securitization transaction completed on April 27, 2011 (the "DROT 2011 Notes"). See "Note 16—Borrowings" elsewhere in this report for further details on these borrowings. In addition, an affiliate of Guggenheim was an investor in the Company's 12.0% senior secured notes originally due 2018 (the "Senior Secured Notes") that were redeemed on June 9, 2014.

March 2015 Secondary Offering

On March 10, 2015, Cloobeck Diamond Parent, LLC (an entity beneficially owned and controlled by Mr. Cloobeck), the Guggenheim Investor and Best Amigos Partners, LLC (an entity beneficially owned and controlled by Lowell D. Kraff, the Vice Chairman of the Board of Directors of the Company) (collectively, the "Selling Stockholders") consummated the sale of an aggregate of 6,700,000 shares of common stock of the Company in an underwritten public offering. On March 20, 2015, the Selling Stockholders sold an additional aggregate of 802,316 shares of the Company's common stock to the underwriter pursuant to the underwriting agreement in connection with the underwriter's exercise of its over-allotment option. These transactions are collectively referred to as the "March 2015 Secondary Offering." The Company did not sell any stock in the March 2015 Secondary Offering and did not receive any proceeds from the offering. The Company purchased from the underwriter 1,515,582 shares sold by the Selling Stockholders in the March 2015 Secondary Offering at $32.99 per share (the same price per share at which the underwriter purchased shares from the Selling Stockholders) for a total purchase price of $50.0 million. The Company incurred $0.8 million in expenses related to the March 2015 Secondary Offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, which are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

Praesumo Agreement

In June 2009, the Company entered into an Engagement Agreement for Individual Independent Contractor services with Praesumo Partners, LLC, a limited liability company of which Mr. Lowell D. Kraff, the Vice Chairman of the Board of Directors of the Company, is a beneficial owner and a controlling party. Pursuant to this engagement agreement, Praesumo provides Mr. Kraff as an independent contractor to the Company to provide, among other things, acquisition, development and finance consulting services. In August 31, 2015, the Company entered into a fourth extension agreement that extends the agreement through August 31, 2016. In consideration of these services provided pursuant to this agreement, the Company paid to Praesumo Partners, LLC, in the aggregate, $1.8 million, $1.7 million and $2.0 million, in fees and expense reimbursements during the years ended December 31, 2015, 2014 and 2013, respectively. These amounts do not include certain travel-related costs paid directly by the Company.

Luumena

Mr. Kraff was also a beneficial owner of Luumena, LLC, which provided digital media services. The Company paid Luumena, LLC $0.2 million during the year ended December 31, 2013. The Company terminated its contract with Luumena during the year ended December 31, 2013. Effective January 1, 2014, Mr. Kraff no longer had any beneficial ownership in Luumena, LLC.

Technogistics

Mr. Kraff was also a beneficial owner of Technogistics, LLC, which provided direct marketing services. The Company paid Technogistics, LLC $1.6 million during the year ended December 31, 2013. Effective January 1, 2014, Mr. Kraff no longer had any beneficial ownership in Technogistics, LLC. The Company terminated its contract with Technogistics, LLC effective January 1, 2015.

Trivergance Business Resources

Mr. Kraff was also a beneficial owner of Trivergance Business Resources, LLC. Commencing on January 1, 2013, Trivergance Business Resources, LLC began providing promotional, product placement, marketing, public relations and branding services to the Company, including the development of a new consumer marketing website. The Company paid Trivergance Business Resources, LLC $1.0 million during the year ended December 31, 2013. Effective January 1, 2014, Mr. Kraff no longer had any beneficial ownership in Trivergance Business Resources, LLC.

Mackinac Partners

Since September 2008, Mr. C. Alan Bentley has served in various officer capacities, including as Executive Vice President, and as a director, of certain subsidiaries of DRP. In January 2013, Mr. Bentley was named Executive Vice President and Chief Financial Officer. Through December 30, 2014, Mr. Bentley was also a partner of Mackinac Partners, LLC, a financial advisory firm that provides consulting services to the Company. Effective December 31, 2014, Mr. Bentley withdrew as a partner of Mackinac Partners, LLC. The services provided by Mackinac Partners, LLC to the Company include advisory services relating to mergers and acquisitions, capital formation and corporate finance. In addition to these services, which Mackinac Partners, LLC provided at hourly rates, Mackinac Partners, LLC also provides to the Company strategic advisory services of one of its managing partners at a rate of $0.2 million for each three-month period during the term. For the years ended December 31, 2014 and 2013, the Company paid fees and expense reimbursements to Mackinac Partners, LLC of $1.8 million and $2.2 million, respectively.

Katten Muchin Rosenman LLP

Mr. Howard S. Lanznar, who joined the Company as the Executive Vice President and Chief Administrative Officer in September 2012, was a partner of the law firm of Katten Muchin Rosenman LLP ("Katten") until August 31, 2014 and is currently Of Counsel at the firm. Katten renders legal services to the Company. During the years ended December 31, 2014 and 2013, the Company paid to Katten fees of $3.4 million and $7.0 million, respectively. Additionally, Richard M. Daley, who is a member of the Board of Directors of the Company, is Of Counsel at Katten.

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Other Receivables, Net

12 Months Ended

Dec. 31, 2015

Receivables [Abstract]

Other Receivables, Net

Other Receivables, Net

Other receivables, net, consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Club dues receivable, net	$	25,028	$	27,160
Receivables related to Sampler Packages, net	14,723		17,516
Interest receivables associated with Vacation Interests notes receivable	7,919		6,382
Rental receivables and other resort management-related receivables, net	2,737		3,972
Insurance claims receivables	1,262		342
Tax refund receivables	—		2,070
Other receivables	4,117		2,379
Total other receivables, net of allowances of $12,300 and $10,052, respectively	$	55,786	$	59,821

The allowance for doubtful accounts relates primarily to receivables for Club dues and Sampler Packages. The Company considers factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. Any adjustments to the allowance are recorded within management and member services revenue or vacation interest carrying cost, net of the Company's consolidated statement of operations and comprehensive income (loss).

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Prepaid Expenses and Other Assets, Net

12 Months Ended

Dec. 31, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid and Other Assets, Net

Prepaid Expenses and Other Assets, Net

The nature of selected balances included in prepaid expenses and other assets, net, includes:

Deferred commissions—commissions paid to sales agents related to deferred revenue from sales of Sampler Packages, which allow purchasers to stay at a resort property on a trial basis. These amounts are charged to Vacation Interests carrying cost, net as the associated revenue is recognized.

Vacation Interests purchases in transit—purchases of Vacation Interests from third parties for which the titles have not been officially transferred to the Company. These Vacation Interests purchases in transit are reclassified to unsold Vacation Interests, net, upon successful transfer of title. In connection with the Gold Key Acquisition, the Company recorded $15.5 million in prepaid expenses and other assets with an offsetting amount in accrued liabilities related to required buyouts, upgrade fees and defaulted inventory purchases related to pre-closing Vacation Interests notes receivables retained by the seller (the “Default Recovery Agreement”), pursuant to which the Company is required to purchase any Vacation Interests notes receivable that are more than 90 days past due and thus obtains the rights to recover the underlying VOIs.

Prepaid maintenance fees—prepaid annual maintenance fees billed by the HOAs at the resorts not managed by the Company on unsold Vacation Interests owned by the Company, which are charged to expense ratably over the year.

Prepaid member benefits and affinity programs—usage rights of members of the Clubs can be exchanged for a variety of products and travel services, including airfare, cruises and excursions. Prepaid usage rights are amortized ratably over the year.

Prepaid expenses and other assets, net, consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Debt issuance costs, net	$	26,738	$	20,826
Deferred commissions	17,109		18,492
Vacation Interests purchases in transit	29,323		20,058
Other inventory or consumables	4,767		4,067
Prepaid maintenance fees	3,843		3,317
Prepaid member benefits and affinity programs	2,689		4,362
Prepaid insurance	2,670		2,764
Prepaid sales and marketing costs	2,601		2,393
Deposits and advances	2,635		3,186
Other	8,272		6,974
Total prepaid expenses and other assets, net	$	100,647	$	86,439

With the exception of Vacation Interests purchases in transit and deposits and advances, prepaid expenses and other assets are amortized as the underlying assets are utilized. Debt issuance costs incurred in connection with obtaining funding for the Company have been capitalized and are being amortized over the lives of the related funding agreements as a component of interest expense using a method which approximates the effective interest method. Amortization of capitalized debt issuance costs included in interest expense was $5.8 million, $4.6 million and $5.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. See "Note 16—Borrowings" for more detail.

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Unsold Vacation Interests, Net

12 Months Ended

Dec. 31, 2015

Unsold Vacation Interests, Net [Abstract]

Unsold Vacation Interests, Net

Unsold Vacation Interests, Net

Unsold Vacation Interests, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Completed unsold Vacation Interests, net	$	298,782	$	230,137
Undeveloped land	35,974		24,326
Vacation Interests construction in progress	23,522		7,709
Unsold Vacation Interests, net	$	358,278	$	262,172

Activity related to unsold Vacation Interests, net, consisted of the following for the years ended December 31 of each of the following years (in thousands):

	2015			2014
Balance, beginning of year	$	262,172		$	298,110
Vacation Interests cost of sales	(28,721		)	(63,499		)
Purchases in connection with acquisitions	26,481			—
Inventory recovery	21,112			20,691
Construction in progress	18,175			3,474
Open market and bulk purchases	9,020			7,973
Capitalized legal, title and trust fees	15,609			5,601
Loan default recoveries related to business combinations	22,413			4,268
Transfers from (to) assets held for sale	12,488			(4,254		)
Effect of foreign currency translation	(2,810		)	(3,590		)
Transfer construction in progress to property and equipment	—			(5,995		)
Impairment of inventory	—			(181		)
Other	2,339			(426		)
Balance, end of year	$	358,278		$	262,172

See "Note 2—Summary of Significant Accounting Policies" for discussion on unsold Vacation Interests, net.

Included in completed unsold Vacation Interests, net above is certain property at the Cabo Azul Resort located in San Jose Del Cabo, Mexico with a cost basis of $5.7 million, which is subject to an agreement that grants a third-party an option to purchase the property. This property was classified as assets held for sale as of December 31, 2014 but no longer qualified as such as of December 31, 2015. Similarly, undeveloped land above includes vacant land in Orlando, Florida and Kona, Hawaii that no longer qualified as assets held for sale as of December 31, 2015.

In connection with the Gold Key Acquisition, the Company acquired $26.5 million in unsold Vacation Interests, net based on a preliminary appraisal. See "Note 24—Business Combinations" for further details.

At December 31, 2015, Vacation Interests construction in progress includes costs related to construction of units at the Cabo Azul Resort located in San Jose Del Cabo, Mexico and the development of a new resort in Kona, Hawaii. See "Note 18—Commitments and Contingencies"for additional information regarding the development of the new resort in Kona, Hawaii.

Loan default recoveries related to business combinations represent the recovered inventory underlying defaulted

Vacation Interests notes receivable that were acquired in connection with the Company's business combinations.

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and Equipment, Net

Property and equipment, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015			2014
Land and improvements	$	20,219		$	19,335
Buildings and leasehold improvements	60,281			44,320
Furniture and office equipment	21,845			19,248
Computer software	46,231			33,465
Computer equipment	19,146			15,641
Construction in progress	2,522			271
Property and equipment, gross	170,244			132,280
Less accumulated depreciation	(74,883		)	(61,409		)
Property and equipment, net	$	95,361		$	70,871

Depreciation expense related to property and equipment was $16.2 million, $13.2 million and $11.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Property and equipment are recorded at either cost for assets purchased or constructed, or fair value in the case of assets acquired through acquisitions. The costs of improvements that extend the useful life of property and equipment are capitalized when incurred. These capitalized costs may include structural costs, equipment, fixtures and floor and wall coverings. All repair and maintenance costs are expensed as incurred.

Buildings and leasehold improvements are depreciated using the straight-line method over the lesser of the estimated useful lives, which range from four to 40 years, or the remainder of the lease terms. Furniture, office equipment, computer software and computer equipment are depreciated using the straight-line method over their estimated useful lives, which range from three to seven years.

In connection with the Gold Key Acquisition, the Company acquired property and equipment valued at $15.3 million based on a preliminary appraisal. See "Note 24—Business Combinations" for further details.

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Goodwill (Notes)

12 Months Ended

Dec. 31, 2015

Goodwill [Abstract]

Goodwill Disclosure [Text Block]

Goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. As required by ASC 350, the Company does not amortize goodwill, but rather evaluates goodwill by reporting unit for potential impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below the carrying amount. The Company performed its annual evaluation of potential impairment of goodwill as required in the ordinary course of business during the fourth quarter of 2015. The Company assessed various qualitative factors and determined that the fair values of its reporting units were not below their respective carrying value. As such, the Company concluded that the first and second steps of the goodwill impairment tests were unnecessary. See "Note 2 —Summary of Significant Accounting Policies" for further detail on the Company's policy related to goodwill impairment testing.

The changes in the carrying amount of goodwill are as follows (in thousands):

	Hospitality and Management Services		Vacation Interests Sales and Financing		Total Company
Balance as of December 31, 2014 - Island One Acquisition	$	30,165	$	467	$	30,632
Goodwill acquired during the year ended December 31, 2015:
Gold Key Acquisition	13,777		60,102		73,879
HM&C Acquisition	10		—		10
Total goodwill acquired during the year ended December 31, 2015	13,787		60,102		73,889
Balance as of December 31, 2015	$	43,952	$	60,569	$	104,521

See "Note 6—Transactions with Related Parties—HM&C Acquisition" for further detail on the HM&C Acquisitionand "Note 24—Business Combinations" for further detail on the Gold Key Acquisition.

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Other Intangible Assets, Net

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Other Intangible Assets, Net

Other intangible assets, net consisted of the following as of December 31, 2015 (in thousands):

	Gross Carrying Cost		Accumulated Amortization			Net Book Value
Management contracts	$	226,515	$	(58,278	)	$	168,237
Member relationships and the Clubs	55,866		(39,298		)	16,568
Rental agreements	15,800		(823		)	14,977
Rights to develop inventory	11,600		(173		)	11,427
Marketing easement rights	8,717		(436		)	8,281
Distributor relationships and other	5,096		(2,396		)	2,700
	$	323,594	$	(101,404	)	$	222,190

Other intangible assets, net consisted of the following as of December 31, 2014 (in thousands):

	Gross Carrying Cost		Accumulated Amortization			Net Book Value
Management contracts	$	201,997	$	(45,218	)	$	156,779
Member relationships and the Clubs	55,784		(36,789		)	18,995
Distributor relationships and other	4,851		(1,839		)	3,012
	$	262,632	$	(83,846	)	$	178,786

Under the terms of the Master Agreement entered into by the Company on January 6, 2015, the Company acquired certain rights from Mr. Cloobeck and entities controlled by Mr. Cloobeck, which were recorded by the Company as intangible assets. See "Note 6—Transactions with Related Parties" for more detail regarding the Master Agreement and related transactions.

Intangible assets purchased under the Master Agreement consisted of the following (dollars in thousands):

	Weighted Average Useful Life	Based on Appraisal
Marketing easement rights	20	$	8,717
Other intangibles	3	266
		$	8,983

In connection with the Gold Key Acquisition, which was completed on October 16, 2015, the Company recorded the following intangible assets (dollars in thousands):

	Weighted Average Useful Life	Based on Preliminary Appraisal
Management contracts	20	$	25,300
Rental agreements	4	15,800
Rights to develop inventory	14	11,600
Member relationships	6	360
		$	53,060

See "Note 24—Business Combinations" for more detail regarding the Gold Key Acquisition.

Amortization expense for other intangible assets was $18.3 million, $19.3 million and $17.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

As of December 31, 2015, the estimated aggregate amortization expense for intangible assets was expected to be $20.7 million, $19.8 million, $19.4 million, $18.6 million and $15.3 million for the years ending December 31, 2016 through 2020, respectively, and an aggregate $128.4 million for the remaining lives of these intangible assets.

The Company did not identify any impairment of its intangible assets for the years ended December 31, 2015, 2014 or 2013. See "Note 2—Summary of Significant Accounting Policies" for further detail on the Company's policy related to impairment evaluation of the Company's intangible assets.

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Assets Held for Sale

12 Months Ended

Dec. 31, 2015

Assets Held for Sale [Abstract]

Assets Held for Sale Disclosure [Text Block]

Assets Held for Sale

Assets held for sale are recorded at the lower of cost or their estimated fair value less cost to sell and are not subject to depreciation. Sale of the assets classified as such is probable, and transfer of the assets is expected to qualify for recognition as a completed sale, generally within one year of the balance sheet date.

Assets held for sale consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Points equivalent of unsold units and resorts in Europe	$	1,518	$	997
Certain units in San Jose Del Cabo, Mexico	154		5,855
Vacant land in Orlando, Florida	—		4,000
Vacant land in Kona, Hawaii	—		3,600
Total assets held for sale	$	1,672	$	14,452

The points equivalent of unsold units and resorts in the Company's European operations as of December 31, 2015 and December 31, 2014 were either held for sale or pending the consummation of sale. The proceeds related to assets pending the consummation of sale are expected to be paid in full by May 2017 and the Company will retain title to the properties until the full amounts due under the sales contracts are received. According to guidance included in ASC 360, "Property, Plant, and Equipment," the sales will not be considered consummated until all consideration has been exchanged. Consequently, the assets pending consummation of sale will continue to be included in assets held for sale until all proceeds are received.

As of December 31, 2015, a vast majority of the completed units in San Jose Del Cabo, Mexico and vacant land in Orlando, Florida and Kona, Hawaii no longer qualified as assets held for sale and were included in unsold Vacation Interests, net.

Assets Held for Sale

Assets held for sale consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Points equivalent of unsold units and resorts in Europe	$	1,518	$	997
Certain units in San Jose Del Cabo, Mexico	154		5,855
Vacant land in Orlando, Florida	—		4,000
Vacant land in Kona, Hawaii	—		3,600
Total assets held for sale	$	1,672	$	14,452

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Accrued Liabilities

12 Months Ended

Dec. 31, 2015

Accrued Liabilities Disclosure [Abstract]

Accrued Liabilities

Accrued Liabilities

The Company records estimated amounts for certain accrued liabilities at each period end. The nature of selected balances included in accrued liabilities of the Company includes:

Liability for unrecognized tax benefit—See "Note 17—Income Taxes" for further detail.

Gold Key inventory recovery agreement liability—In connection with the Gold Key Acquisition, the Company recorded $15.5 million in prepaid expenses and other assets with an offsetting amount in accrued liabilities in accordance with the Default Recovery Agreement. See "Note 8—Prepaid Expenses and Other Assets" for further detail. Subsequent to the closing of the acquisition and through December 31, 2015, $3.1 million has been paid under this agreement.

Accrued escrow liability—deposits in escrow received on Vacation Interests sold.

Accrued operating lease liabilities—difference between straight-line operating lease expenses and cash payments associated with any equipment, furniture, or facilities leases classified as operating leases.

Accrued exchange company fees—estimated liability owed to Interval International for annual dues related to exchange services provided to the Company.

Accrued liability related to acquisitions—contingent liability associated with an earn-out clause in connection with a business combination completed in 2012. This liability was subsequently reduced after a negotiated settlement was reached and the reduced amount was paid in full in June 2015.

Accrued liabilities consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Liability for unrecognized tax benefit	$	75,706	$	23,857
Accrued payroll and related	37,154		32,925
Accrued marketing expenses	24,885		14,953
Accrued commissions	22,774		17,496
Accrued other taxes	15,525		15,526
Gold Key inventory recovery agreement liability	12,371		—
Accrued insurance	7,795		5,703
Accrued professional fees	4,336		2,300
Accrued escrow liability	3,784		3,005
Accrued operating lease liabilities	3,309		3,503
Accrued exchange company fees	2,131		2,169
Accrued liability related to acquisitions	—		2,428
Other	11,892		10,815
Total accrued liabilities	$	221,662	$	134,680

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Deferred Revenues

12 Months Ended

Dec. 31, 2015

Deferred Revenue Disclosure [Abstract]

Deferred Revenues

Deferred Revenues

The Company records deferred revenues for payments received or billed but not earned for various activities.

Deferred Sampler Packages revenue—sold but unused trial VOIs. The Company generates revenue on sales of Sampler Packages. This revenue is recognized when the purchaser completes a stay at one of the Company's resorts or the trial period expires, whichever is earlier. Such revenue is recorded as a reduction to Vacation Interests carrying cost included in the Company's consolidated statements of operation and comprehensive income (loss) in accordance with ASC 978 (with the exception of the Company's European sampler product, which has a duration of three years and, as such, is treated as Vacation Interests sales revenue).

Club deferred revenue—annual membership fees in the Clubs billed to members (offset by an estimated uncollectible amount) and amortized ratably over a one-year period.

Accrued guest deposits—amounts received from guests for future rentals, which are recognized as revenue when earned.

Deferred maintenance and reserve fee revenue—maintenance fees billed as of January first of each year and earned ratably over the year for the two resorts in St. Maarten where the Company functioned as the HOA through December 31, 2014. In addition, the owners were billed for capital project assessments to repair and replace the amenities or to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue, with an equal amount recognized as consolidated resort operations expense. Deferred maintenance and reserve fee revenue decreased by $7.6 million from December 31, 2014 to December 31, 2015 due to the St. Maarten Deconsolidation.

Deferred revenues consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Deferred Sampler Packages revenue	$	66,285	$	64,403
Club deferred revenue	43,890		40,044
Accrued guest deposits	6,631		6,482
Deferred maintenance and reserve fee revenue at our St. Maarten resorts	—		7,552
Other	2,914		6,516
Total deferred revenues	$	119,720	$	124,997

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Borrowings

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Borrowings

Borrowings

Senior Credit Facility

On May 9, 2014, the Company entered into the Senior Credit Facility Agreement, which originally provided for a $470.0 million Senior Credit Facility (including a $445.0 million term loan, issued with 0.5% of original issue discount and having a term of seven years and a $25.0 million revolving line of credit having a term of five years). Borrowings pursuant to the Senior Credit Facility Agreement bear interest, at the Company's option, at a variable rate equal to LIBOR plus 450 basis points (with a one percent LIBOR floor applicable only to the term loan portion) or an alternate base rate plus 350 basis points.

The Company used the proceeds of the term loan portion of the Senior Credit Facility, as well as $5.4 million of cash on hand, to fund the $418.9 million redemption amount for the outstanding Senior Secured Notes, including the applicable redemption premium and accrued and unpaid interest up to (but excluding) the June 9, 2014 redemption date, and to repay all outstanding indebtedness, together with accrued interest and fees, under three inventory loans (previously entered into in connection with various acquisitions). In conjunction with the Company's entry into the Senior Credit Facility Agreement, the Company also terminated its previous revolving credit facility, under which no borrowings were then outstanding. See below for the definition of and further detail on these retired borrowings.

On December 22, 2014, the Company entered into a First Amendment to the Senior Credit Facility Agreement (the "First Amendment"), which allowed the Company to accelerate its use of restricted payments for its stock repurchase program. On December 3, 2015, the Company entered into a Second Amendment and First Incremental Assumption Agreement (the “Second Amendment”) to the Senior Credit Facility Agreement. The Second Amendment provides for a $150.0 million incremental term loan that bears the same interest rate and terms as described for the original term loan above. The Company received $147.0 million in proceeds upon the closing of the Incremental Term Loan, which was issued with a 2.0% original issue discount.

Other significant terms of the Senior Credit Facility include: (i) quarterly amortization payments of $1.5 million commencing in March 2017; (ii) an excess cash flow sweep that varies depending on the Company's secured leverage ratio (which represents the ratio of (1) secured total debt to (2) Adjusted EBITDA for the most recent four consecutive fiscal quarters for which financial statements have been delivered); the Company is required to pay 50% of its excess cash flow (as defined in the Senior Credit Agreement) if the secured leverage ratio is greater than 2.0:1, 25% of its excess cash flow if the secured leverage ratio is greater than 1.5:1, but equal to or less than 2.0:1, and there is no excess cash flow sweep due when the secured leverage ratio is equal to or less than 1.5:1; (iii) a soft call provision of 1.01 until June 3, 2016; (iv) no ongoing maintenance financial covenants for the term loan, and a financial covenant calculation required on the revolving line of credit if outstanding loans under the revolving line of credit exceed 25% of the commitment amount as of the last day of any fiscal quarter; (v) the availability of additional incremental borrowings subject to meeting a required secured leverage ratio; and (vi) the Company's ability to make restricted payments, including the payment of dividends or share repurchases, up to the remaining portion of the cash flows that is not used to amortize debt pursuant to the excess cash flow provision described above.

At December 31, 2015, the outstanding principal balance under the term loan (including the Incremental Term Loan) was $574.7 million, and no principal balance was outstanding under the revolving line of credit. At December 31, 2015, the Company was in compliance with all of the Senior Credit Facility covenants.

Conduit Facility

On February 5, 2015, the Company entered into an amended and restated Conduit Facility agreement that extended the maturity date of the facility to April 10, 2017. The Conduit Facility is renewable for 364-day periods at the election of the lenders upon maturity. The overall advance rate on loans receivable in the portfolio is limited to 88% of the aggregate face value of eligible loans. The Conduit Facility originally bore interest at LIBOR or the commercial paper rate (having a floor of 0.50%) plus a usage-fee rate of 2.75%, and has a non-use fee of 0.75%. In connection with the amendment to the Conduit Facility agreement that was entered into on June 26, 2015 ("the June 2015 Amendment"), the usage-fee rate was reduced to 2.25%.

The June 2015 Amendment also provides, among other things, (i) that, at any time the outstanding note balance has been reduced to zero in connection with the delivery of a prepayment notice, the first borrowing thereafter must include a minimum of 250 timeshare loans and (ii) for the inclusion of timeshare loans that have been executed through the utilization of electronic signature and electronic vaulting and management services.

In accordance with the requirements of the July 2015 Amendment, the Company posted a reserve payment in the amount of $0.4 million against the derivative instruments associated with the Conduit Facility. This reserve payment was refunded to the Company upon the Completion of the DROT 2015-1 Notes (see definition below) in which more than 75% of the outstanding balance under the Conduit Facility was repaid using the proceeds from such securitization or other financing.

The Conduit Facility is subject to covenants, including as to the maintenance of specific financial ratios. As of December 31, 2015, the Company was in compliance with all of these covenants.

Securitization Notes

On April 27, 2011, the Company issued the DROT 2011 Notes, which mature on March 20, 2023 and carry an interest rate of 4.0%. The net proceeds were used to pay off in full the $36.4 million then-outstanding principal balance under the Conduit Facility, to pay down $7.0 million of the Quorum Facility, to pay requisite accrued interest and fees associated with both facilities, and to pay certain expenses incurred in connection with the issuance of the DROT 2011 Notes, including the funding of a reserve account required thereby.

On January 23, 2013, the Company issued the DROT 2013-1 Notes with a face value of $93.6 million (the "DROT 2013-1 Notes"). The DROT 2013-1 Notes mature on January 20, 2025 and carry a weighted average interest rate of 2.0%. The net proceeds were used to pay off the $71.3 million then-outstanding principal balance under the Conduit Facility and to pay expenses incurred in connection with the issuance of the DROT 2013-1 Notes, including the funding of a reserve account required thereby.

On September 20, 2013, the Company issued the Diamond Resorts Tempus Owner Trust 2013 Notes with a face value of $31.0 million (the "Tempus 2013 Notes"). The Tempus 2013 Notes bear interest at a rate of 6.0% per annum and mature on December 20, 2023.

On November 20, 2013, the Company completed a securitization transaction involving the issuance of $225.0 million of investment-grade rated securities (the "DROT 2013-2 Notes") that included a $44.7 million prefunding account. The DROT 2013-2 Notes consisted of two tranches of vacation ownership loan-backed notes that included $213.2 million of Class A tranche notes and $11.8 million of Class B tranche notes. The interest rates for the Class A tranche notes and the Class B tranche notes are 2.3% and 2.6%, respectively. The overall weighted average interest rate is 2.3%. The initial proceeds were used to pay off the $152.8 million then-outstanding principal balance, accrued interest and fees associated with the Conduit Facility, terminate the two interest rate swap agreements then in effect, pay certain expenses incurred in connection with the issuance of the DROT 2013-2 Notes, and fund related reserve accounts (including the prefunding account) with any remaining proceeds transferred to the Company for general corporate use. As of December 31, 2014, cash in escrow and restricted cash included $23.3 million related to the prefunding account, all of which was released to the Company's unrestricted cash account in January 2014.

On November 20, 2014, the Company completed the DROT 2014-1 Notes that included a $51.8 million prefunding account. The DROT 2014-1 Notes consisted of two tranches of vacation ownership loan-backed notes that included $235.6 million of Class A tranche notes and $24.4 million of Class B tranche notes. The interest rates for the Class A tranche notes and the Class B tranche notes are 2.5% and 3.0%, respectively. The overall weighted average interest rate is 2.6%. The initial proceeds were used to pay off the $141.3 million then-outstanding principal balance plus accrued interest and fees associated with the Conduit Facility, pay certain expenses incurred in connection with the issuance of the DROT 2014-1 Notes and fund related reserve accounts (including the prefunding account) with the remaining proceeds transferred to us for general corporate use. As of December 31, 2014, cash in escrow and restricted cash includes $4.4 million related to the prefunding account, all of which was released to the Company's unrestricted cash account in January 2015.

On July 29, 2015, the Company completed a securitization involving the issuance of investment-grade rated $170.0 million DROT 2015-1 Notes (the "DROT 2015-1 Notes"). The interest rates for the $158.5 million Class A tranche notes and the $11.5 million Class B tranche notes are 2.7% and 3.2%, respectively. The overall weighted average interest rate is 2.8%. The advance rate for this transaction is 96.0%. The proceeds from the DROT 2015-1 Notes were used to repay all of the outstanding balance plus accrued interest under the Conduit Facility, as well as to pay debt issuance cost related to the DROT 2015-1 Notes, with the remaining proceeds transferred to the Company for general corporate use, and the reserve payment described above was refunded to the Company.

On November 17, 2015, the Company completed a securitization involving the issuance of investment-grade rated $180.0 million DROT 2015-2 Notes (the "DROT 2015-2 Notes"). The interest rates for the $159.4 million Class A tranche notes and the $20.6 million Class B tranche notes are 3.0% and 3.5%, respectively. The overall weighted average interest rate is 3.1%. The advance rate for this transaction is 96.0%. The proceeds from the DROT 2015-2 Notes were used to repay all of the outstanding balance plus accrued interest under the Conduit Facility, as well as to pay debt issuance cost related to the DROT 2015-2 Notes with the remaining proceeds transferred to the Company for general corporate use. The DROT 2015-2 Notes initially included $33.6 million related to the future funding of Vacation Interests notes receivable, all of which was released to the Company's unrestricted cash account by December 31, 2015.

Quorum Facility

The Company's subsidiary, DRI Quorum 2010, LLC, entered into a Loan Sale and Servicing Agreement, dated as of April 30, 2010 with Quorum Federal Credit Union as purchaser. On September 30, 2015, pursuant to a First Amendment to the Amendment and Restated Loan Sale and Servicing Agreement, the Company amended the Quorum Facility to increase the aggregate minimum committed amount from $80.0 million to $100.0 million and to extend the term of the agreement to December 31, 2017, provided that Quorum Federal Credit Union may further extend the term for additional periods by written notice.

In connection with the Island One Acquisition completed on July 24, 2013, the Company assumed the loan sale agreement entered into by a subsidiary of Island One, Inc. on January 31, 2012 with Quorum that provides for an aggregate minimum $15.0 million loan sale facility (the "Island One Quorum Funding Facility"). The Island One Quorum Funding Facility provides for a purchase period of three years (which was subsequently extended to December 31, 2017) at a variable program fee of the published Wall Street Journal prime rate plus 6.0%, with a floor of 8.0%. The loan purchase commitment is conditional upon certain portfolio delinquency and default performance measurements. As of December 31, 2015, the weighted average advance rate Quorum Facility and the Island One Quorum Funding Facility was 86.2% and the weighted average interest rate was 4.6%.

Notes Payable

During the year ended December 31, 2015, the Company issued three unsecured notes to finance premiums on certain insurance policies. Two of the unsecured notes matured in February 2016 and each of these two notes carried an interest rate of 2.7% per annum. The third unsecured note is scheduled to mature in October 2016 and carries an interest rate of 2.4% per annum. In addition, the Company purchased certain software licenses during the year ended December 31, 2014, with annual interest-free payments due for the next three years, and this obligation was recorded at fair value using a discount rate of 5.0%.

The following table presents selected information on the Company’s borrowings as of the dates presented below (dollars in thousands):

	December 31, 2015										December 31, 2014
	Principal Balance			Weighted Average Interest Rate	Maturity	Gross Amount of Vacation Interests Notes Receivable as Collateral		Borrowing / Funding Availability			Principal Balance
Senior Credit Facility	$	574,666		5.5%	5/9/2021	$	—	$	25,000		$	442,775
Original Issue discount related to Senior Credit Facilities	(4,735		)								(2,055		)
Notes payable-insurance policies	4,586			2.4%	Various	—		—			4,286
Notes payable-other	164			5.0%	Various	—		—			326
Total Corporate Indebtedness	574,681					—		25,000			445,332
Diamond Resorts Owner Trust Series 2015-2 (1)	172,583			3.1%	5/22/2028	180,090		—			—
Diamond Resorts Owner Trust Series 2014-1 (1)	140,256			2.6%	5/20/2027	151,096		—			247,992
Diamond Resorts Owner Trust Series 2015-1 (1)	126,776			2.8%	7/20/2027	133,860		—			—
Diamond Resorts Owners Trust 2013-2 (1)	84,659			2.3%	5/20/2026	94,065		—			131,952
Quorum Facility (1)	45,411			4.6%	12/31/2017	45,270		54,589		(2)	52,315
Diamond Resorts Owner Trust 2013-1 (1)	30,681			2.0%	1/20/2025	34,091		—			42,838
Conduit Facility (1)	22,538			2.8%	4/10/2017	24,200		177,462		(2)	—
Diamond Resorts Owner Trust 2011 (1)	12,073			4.0%	3/20/2023	12,752		—			17,124
Original issue discount related to Diamond Resorts Owner Trust Series 2011	(103		)			—		—			(156		)
Diamond Resorts Tempus Owner Trust 2013 (1)	7,884			6.0%	12/20/2023	13,353		—			17,143
Total Securitization Notes and Funding Facilities	642,758					688,777		232,051			509,208
Total	$	1,217,439				$	688,777	$	257,051		$	954,540
(1) Non-recourse indebtedness
(2) Borrowing / funding availability is calculated as the difference between the maximum commitment amount and the outstanding principal balance; however, the actual availability is dependent on the amount of eligible loans that serve as the collateral for such borrowings.

Borrowing Restrictions and Limitations

All of the Company’s borrowing under the Senior Credit Facility, securitization notes and the Conduit Facility contain various restrictions and limitations that may affect the Company's business and affairs. These include, but are not limited to, restrictions and limitations relating to its ability to incur indebtedness and other obligations, to make investments and acquisitions, pay dividends and repurchase shares of the Company’s common stock. The Company is also required to maintain certain financial ratios and comply with other financial and performance covenants. The failure of the Company to comply with any of these provisions, or to pay its obligations, could result in foreclosure by the lenders of their security interests in the Company’s assets, and could otherwise have a material adverse effect on the Company. The Company was in compliance with all of the financial covenants as of December 31, 2015.

The anticipated maturities of the Company’s borrowings under the Senior Credit Facility, securitization notes, Funding Facilities and notes payable are as follows (in thousands) and do not include the use of any proceeds from potential debt or equity transactions during 2016 to pay down borrowings:

Due in the year ending December 31:

2016	$	142,590
2017	166,786
2018	81,981
2019	62,943
2020	45,440
2021 and thereafter	722,537
Total contractual obligations	1,222,277
Unamortized original issue discounts, net	(4,838		)
Total borrowings as of December 31, 2015	$	1,217,439

Liquidity

Historically, the Company has depended on the availability of credit to finance the consumer loans that it provides to its customers for the purchase of their VOIs. Typically, these loans require a minimum cash down payment of 10% of the purchase price at the time of sale. However, selling, marketing and administrative expenses attributable to VOI sales are primarily cash expenses and often exceed the buyer's minimum down payment requirement. Accordingly, the availability of financing facilities for the sale or pledge of these receivables to generate liquidity is a critical factor in the Company's ability to meet its short-term and long-term cash needs. The Company has historically relied upon its ability to sell receivables in the securitization market in order to generate liquidity and create capacity on its Funding Facilities.

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of the provision for income taxes are summarized as follows as of December 31 of each of the following years (in thousands):

	2015			2014			2013
Current:
Federal	$	1,039		$	—		$	—
State	2,114			393			138
Foreign	926			1,560			2,375
Total current provision for income taxes	4,079			1,953			2,513
Deferred:
Federal	40,424			18,227			8,964
State	3,950			4,365			2,859
Foreign	(8,838		)	2,839			(5,518		)
Total deferred provision for income taxes before change in valuation allowance	35,536			25,431			6,305
Increase (decrease) in valuation allowance	8,013			(1,007		)	(3,041		)
Total deferred provision for income taxes	43,549			24,424			3,264
Unrecognized tax benefit	54,542			23,857			—
Provision for income taxes	$	102,170		$	50,234		$	5,777

Income before income taxes is comprised of the following as of December 31 of each of the following years (in thousands):

	2015			2014			2013
Domestic	$	271,441		$	121,039		$	4,599
Foreign	(19,793		)	(11,348		)	(1,347		)
Income before income taxes	$	251,648		$	109,691		$	3,252

The reconciliation between the statutory provision for income taxes and the actual provision for income taxes is shown as follows for the years ended December 31 for each of the following years (in thousands):

	2015			2014			2013
Income tax expense at U.S. federal statutory rate of 35%	$	88,077		$	38,393		$	1,138
State tax expense, net of federal effect	5,343			3,083			1,315
Tax impact of contributed entities	—			—			7,877
Stock-based compensation issued to non U.S. recipients	566			219			435
(Income) loss of pass-through entities not taxed at corporate entity level	(714		)	(111		)	1,142
Tax impact of non-U.S. disregarded entities	—			(1,119		)	(286		)
Rate differences between U.S. and foreign tax jurisdictions	2,807			1,649			2,046
Deferred balance adjustments	—			5,381			(390		)
Permanent differences	978			3,746			(3,441		)
Tax effect of gain on bargain purchase from acquisitions	—			—			(1,018		)
Change in valuation allowance	8,013			(1,007		)	(3,041		)
Other	(2,900		)	—			—
Provision for income taxes	$	102,170		$	50,234		$	5,777

The company's deferred tax assets and liabilities are as follows as of December 31 of each of the following years (in thousands):

	2015			2014
Allowance for losses	$	66,743		$	54,247
Deferred profit	18,282			22,349
Net Operating Loss carryover	80,832			124,674
Accrued expenses and prepaid assets	31,655			22,740
Minimum tax credit	77,918			25,733
Other	35,836			18,177
Total gross deferred tax assets	311,266			267,920
Valuation allowance	(65,893		)	(60,044		)
Total net deferred tax assets	245,373			207,876
Installment sales	243,434			193,106
Intangible assets	32,372			14,072
Unsold Vacation Interests adjustments	53,764			47,525
Other	8,055			—
Total deferred tax liability	337,625			254,703
Net deferred tax liability	$	(92,252	)	$	(46,827	)

ASC 740, “Income Taxes” ("ASC 740") requires that the tax benefit of net operating losses, temporary differences and credit carry forwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carry forward period, including the reversal of existing taxable temporary differences. The Company maintains a valuation allowance against its deferred tax assets in foreign jurisdictions, including its branch operations in St. Maarten. Due to the Company's history of operating losses in those locations, management believes that realization of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not and, accordingly, has provided a valuation allowance.

As of December 31, 2015, the Company had available $137.8 million of unused federal net operating loss (“NOLs”) carry forwards, $159.1 million of unused state NOLs, and $113.0 million of foreign NOLs, with expiration dates from 2021 through 2033 (except for certain foreign NOLs that do not expire) that may be applied against future taxable income subject to certain limitations.

As a result of the IPO and the resulting change in ownership, the Company's ability to use its federal NOLs will be limited under Internal Revenue Code Section 382. State NOLs are subject to similar limitations in many cases.

No deferred tax liabilities have been provided for U.S. taxes on the undistributed earnings (if any) of foreign subsidiaries as of December 31, 2015, 2014 and 2013. Those earnings have been and are expected to be indefinitely reinvested in the foreign subsidiaries. The amount of unrecognized deferred tax liability has not been determined as it is impracticable at this time to determine the amount.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the Company's financial statements. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with ASC 740 is a two-step process. The first step is recognition: the Company determines whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the “more-likely-than-not” recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: a tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. The adoption of ASC 740 did not result in a material impact on the Company's financial condition or results of operations.

The following table summarizes the activity related to the Company's unrecognized tax benefits (in thousands):

	Amount
Balance as of December 31, 2013	$	—
Increases related to tax positions taken during the current period	23,857
Balance as of December 31, 2014	23,857
Increase related to tax positions taken during a prior period	4,125
Increases related to tax positions taken during the current period	49,753
Balance as of December 31, 2015	$	77,735

The gross amount of the unrecognized tax benefit as of December 31, 2015 that, if recognized, would affect the Company's effective tax rate was $0.4 million.

The Company's continuing practice is to recognize potential interest and/or penalties related to income tax matters in income tax provision. The Company has accrued $0.7 million for the payment of interest in the accompanying balance sheet and statement of operations and comprehensive income (loss).

It is reasonably possible that the unrecognized tax benefit will increase during the next twelve months, and an estimate of the range is impracticable.

The Company operates in multiple tax jurisdictions, both within the U.S. and outside of the U.S. The Company is no longer subject to income tax examinations by tax authorities in its major tax jurisdictions as follows:

Tax Jurisdiction	Tax Years No Longer Subject to Examination
United States	2011 and prior
United Kingdom	2012 and prior
Spain	2011 and prior

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Lease Agreements

The Company conducts a significant portion of its operations from leased facilities, which include regional and global administrative facilities as well as off-premise booths and tour centers near active sales centers. The longest of these obligations extends into 2025. Many of these agreements have renewal options, subject to adjustments for inflation. In most cases, the Company expects that in the normal course of business, such leases will be renewed or replaced by other leases. Typically, these leases call for a minimum lease payment that increases over the life of the agreement by a fixed percentage or an amount based upon the change in a designated index. All of the facilities lease agreements are classified as operating leases. In addition, the Company leases equipment under both long-term and short-term lease arrangements, which are generally classified as operating leases.

Rental expense recognized for all operating leases during the years ended December 31, 2015, 2014 and 2013 totaled $25.2 million, $21.8 million and $21.1 million, net of sublease rental revenue of $0.8 million, $0.8 million and $0.8 million, respectively.

As of December 31, 2015, future minimum lease payments on operating leases were as follows (in thousands):

Year ending December 31:
2016	$	15,461
2017	11,184
2018	8,092
2019	3,624
2020	2,802
2021 and thereafter	4,153
	$	45,316

Contractual Obligations

The Company has entered into various contractual obligations primarily related to construction of new units at the Cabo Azul Resort in San Jose Del Cabo, Mexico, as well as relating to sales center remodeling, property amenity improvement and corporate office expansion projects. The total remaining commitment was $3.9 million as of December 31, 2015.

Hurricane Odile

In September 2014, Hurricane Odile, a category 4 hurricane, inflicted widespread damage on the Baja California peninsula, particularly in San Jose Del Cabo, in which the Cabo Azul Resort, one of the Company's managed resorts, is located. Hurricane Odile caused significant damage to the buildings as well as the facilities and amenities at the Cabo Azul Resort, including unsold Vacation Interests and property and equipment owned by the Company. During the year ended December 31, 2015, the Company received $5.0 million in proceeds from its insurance carrier for property damage resulting from Hurricane Odile. Management believes the Company has sufficient property insurance to cover the costs incurred by the Company in excess of $5.0 million when the insurance claim is ultimately settled.

In addition, the Company has filed a claim under its business interruption insurance policy for business profits lost during the period that the Cabo Azul Resort remained closed as a result for the damage suffered in Hurricane Odile. During the year ended December 31, 2015, the Company received an aggregate of $6.0 million in installments from its insurance carrier related to such claim, which was recognized as other revenue in the consolidated statement of operations and comprehensive income (loss). The total claim remains under negotiation with the insurance carrier and any further payments will also be recorded in the periods in which they are received. The Cabo Azul Resort and the on-site sales center reopened on September 1, 2015.

Kona Agreement

On July 28, 2015, the Company entered into an agreement for the purchase and sale of property, which was amended on February 25, 2016 (as amended, the "Kona Agreement") with Hawaii Funding LLC (the "Kona Seller"), an affiliate of Och-Ziff Real Estate. The Kona Agreement relates to the development by the Kona Seller of a new resort, which is expected to consist of 144 units, on property located in Kona, Hawaii to be acquired by the Kona Seller. Pursuant to the Kona Agreement, the Company has agreed to purchase all of the units, subject to the satisfaction of specified conditions including a period of assessment suitability and feasibility, by both parties, of the property for its intended use. The total financial commitment under the Kona Agreement is expected to be finalized in the second quarter of 2016, with the first delivery of units expected in the first half of 2017 continuing through mid-2018, which is subject to various conditions precedent and rights of the parties.

Litigation Contingencies

From time to time, the Company or its subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business. The Company evaluates these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the Company's ability to make a reasonable estimate of loss. The Company records a contingent litigation liability when it determines that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

ASC 820, "Fair Value Measurements" ("ASC 820"), defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

• Level 1: Quoted prices for identical instruments in active markets.

• Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.

• Level 3: Unobservable inputs used when little or no market data is available.

As of December 31, 2015, the only assets and liabilities of the Company measured at fair value on a recurring basis was the December 2015 Swap. As of December 31, 2015, the fair value of the December 2015 Swap was based on valuation reports provided by counterparties and was classified as Level 3, based on the fact that the credit risk data used for the valuations were not directly observable and could not be corroborated by observable market data. The Company’s assessment of the significant inputs to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. See "Note 3—Concentrations of Risk" for further detail on the Company's derivative instruments.

The following table summarizes the information regarding the Company's derivative instruments as of the dates presented below (in thousands):

	December 31, 2015				December 31, 2014
	Carrying Value		Total Estimated Fair Value		Carrying Value		Total Estimated Fair Value
Liabilities:
Interest rate swap agreement (a)	$	146	$	146	$	—	$	—
Total Liabilities	$	146	$	146	$	—	$	—

(a) Values associated with the December 2015 Swap are presented under the derivative liabilities category of the accompanying consolidated balance sheet.

As of December 31, 2015, Vacation Interests notes receivable had a balance of $622.6 million, net of allowance. The allowance for losses against the Vacation Interests notes receivable is derived using a static pool analysis to develop historical default percentages based on FICO credit scores to apply to the mortgage and contract population. The Company evaluates other factors such as economic conditions, industry trends and past due aging reports in order to determine the adjustments needed to true up the allowance, which adjusts the carrying value of Vacation Interests notes receivable to management's best estimate of collectability. As a result of such evaluation, the Company believes that the carrying value of the Vacation Interests notes receivable approximated its fair value at December 31, 2015. These financial assets were classified as Level 3, as there is little market data available.

As of December 31, 2015, the borrowings under the Senior Credit Facility (excluding the Incremental Term Loan) were classified as Level 2 and the Company believes the fair value of the Senior Credit Facility approximated its carrying value at such dates due to the fact that the market for similar instruments remained stable since May 2014, when the Company entered into the Senior Credit Facility. As of December 31, 2015, the borrowings under the Incremental Term Loan were classified as Level 2 and the Company believes the fair value of the Incremental Term Loan approximated its carrying value at such date due to the fact that it was recently issued and, therefore, measured using other significant observable inputs.

As of December 31, 2015, all of the Company’s notes issued in its securitization transactions except the Tempus 2013 Notes were classified as Level 2. The Company believes the fair value of these borrowings, which was determined with the assistance of an investment banking firm, approximated similar instruments in active markets. The Tempus 2013 Notes were classified as Level 2. The Company believes the fair value of the Tempus 2013 Notes approximated their carrying value due to the fact that the market for similar instruments remained stable since September 2013, the issuance date of the Tempus 2013 Notes. Consequently, the Tempus 2013 Notes were classified as Level 2 as of December 31, 2015. See "Note 16—Borrowings" for further detail on these borrowings.

As of December 31, 2015, the Quorum Facility and a loan sale agreement that the Company assumed in connection with a previous business combination were classified as Level 2 based on an internal analysis performed by the Company utilizing the discounted cash flow model and the quoted prices for identical or similar instruments in markets that are not active.

As of December 31, 2015, the fair value of all other debt instruments was not calculated, based on the fact that they were either due within one year or were immaterial.

As of December 31, 2014, the Company had no assets or liabilities measured at fair value on a recurring basis.

As of December 31, 2014, Vacation Interests notes receivable had a balance of $498.7 million, net of allowance. The allowance for loan and contract losses against the Vacation Interests notes receivable is derived using a static pool analysis to develop historical default percentages based on FICO scores to apply to the mortgage and contract population. The Company evaluates other factors such as economic conditions, industry trends and past due aging reports in order to determine the adjustments needed to true up the allowance, which adjusts the carrying value of Vacation Interests notes receivable to management's best estimate of collectability. As a result of such evaluation, the Company believes that the carrying value of the Vacation Interests notes receivable approximated its fair value at December 31, 2014. These financial assets are classified as Level 3 as there is little market data available.

As of December 31, 2014, the borrowings under the Senior Credit Facility approximated its carrying value at such date due to the fact that it was recently issued and, therefore measured using other significant observable inputs.

As of December 31, 2014, all of the Company’s notes issued in the securitization transactions except the Tempus 2013 Notes were classified as Level 2. The fair value of these borrowings was determined with the assistance of an investment banking firm, which the Company believes approximated similar instruments in active markets. The Company believes the fair value of the Tempus 2013 Notes approximated their carrying value due to the fact that the market for similar instruments remained stable since September 2013, the issuance date of the Tempus 2013 Notes.

As of December 31, 2014, the Quorum Facility and the Island One Quorum Funding Facility were classified as Level 2 based on an internal analysis performed by the Company utilizing the discounted cash flow model and the quoted prices for identical or similar instruments in markets that are not active.

As of December 31, 2014, the fair value of all other debt instruments was not calculated, based on the fact that they were either due within one year or were immaterial.

In accordance with ASC 820, the Company also applied the provisions of fair value measurement to various non-recurring measurements for the Company’s financial and non-financial assets and liabilities and recorded the impairment charges. The Company’s non-financial assets consist of property and equipment, which are recorded at cost, net of depreciation, unless impaired, and assets held for sale, which are recorded at the lower of cost or their estimated fair value less costs to sell.

The carrying values and estimated fair values of the Company's financial instruments as of December 31, 2015 were as follows (in thousands):

	Carrying Value		Total Estimated Fair Value		Estimated Fair Value (Level 2)		Estimated Fair Value (Level 3)
Assets:
Vacation Interests notes receivable, net	$	622,607	$	622,607	$	—	$	622,607
Total assets	$	622,607	$	622,607	$	—	$	622,607
Liabilities:
Senior Credit Facility	$	569,931	$	569,931	$	569,931	$	—
Securitization notes and Funding Facilities, net	642,758		638,420		638,420		—
Notes payable	4,750		4,750		4,750		—
Total liabilities	$	1,217,439	$	1,213,101	$	1,213,101	$	—

The carrying values and estimated fair values of the Company's financial instruments as of December 31, 2014 were as follows (in thousands):

	Carrying Value		Total Estimated Fair Value		Estimated Fair Value (Level 2)		Estimated Fair Value (Level 3)
Assets:
Vacation Interests notes receivable, net	$	498,662	$	498,662	$	—	$	498,662
Total assets	$	498,662	$	498,662	$	—	$	498,662
Liabilities:
Senior Credit Facility	$	440,720	$	440,720	$	440,720	$	—
Securitization notes and Funding Facilities, net	509,208		512,706		512,706		—
Notes payable	4,612		4,612		4,612		—
Total liabilities	$	954,540	$	958,038	$	958,038	$	—

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Stock Repurchase Program

12 Months Ended

Dec. 31, 2015

Equity, Class of Treasury Stock [Line Items]

Stockholders' Equity Note Disclosure [Text Block]

Stock Repurchase Program

On October 28, 2014, the Company's Board of Directors authorized a stock repurchase program allowing for the expenditure of up to $100.0 million for the repurchase of the Company's common stock (the "Stock Repurchase Program"). The Stock Repurchase Program was originally announced on October 29, 2014 and has no scheduled expiration date. On July 28, 2015, the Company's Board of Directors authorized an additional $100.0 million for expenditures under the Stock Repurchase Program. The Senior Credit Facility limits the Company's ability to make restricted payments, including the payment of dividends or expenditures for stock repurchases, subject to specified exceptions based upon the Company's excess cash flow sweep determined in accordance with the Senior Credit Facility. As of December 31, 2015, the amount available to repurchase stock as permitted by the Senior Credit Facility was $3.5 million.

The following table summarizes stock repurchase activity under the Stock Repurchase Program (cost in thousands):

	Shares		Cost		Average Price Per Share
From inception through December 31, 2014	642,900		$	16,077	$	25.01
For the year ended December 31, 2015 (a)	5,713,554		163,545		$	28.62
Total from inception through December 31, 2015 (a)	6,356,454	(b)	$	179,622	$	28.26

(a) Includes the purchase of 1,515,582 shares from the underwriter for $50 million in the March 2015 Secondary Offering at the price of $32.99 per share.

(b) Shares of common stock repurchased by the Company pursuant to the Stock Repurchase Program. As of December 31, 2015, 4,134,071 of the repurchased shares held in treasury at the average price of $28.92 per share had been retired.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2015

Stock-Based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Stock-Based Compensation

On July 8, 2013, the Board of Directors of the Company approved the 2013 Plan, which authorized the issuance of Company's common stock for awards, including restricted stock, RSUs, stock options, deferred stock or stock appreciation rights, to officers, employees, consultants, advisors and directors of the Company (collectively, the “Eligible Persons”).

On May 19, 2015, the Company held its annual meeting of stockholders, at which the Company's stockholders approved the 2015 Plan. The 2015 Plan is a broad-base plan under which 8,500,000 shares of the Company's common stock are authorized for issuance for awards, including restricted stock, RSUs, stock options, deferred stock or stock appreciation rights, to the Eligible Persons. As of December 31, 2015, 7,174,940 shares remained available for issuance as new awards under the 2015 Plan.

On July 18, 2013, the Company granted to the former holders of Diamond Resorts Parent, LLC (DRII's predecessor) Class B common units ("BCUs") non-qualified stock options, which were immediately vested, exercisable for an aggregate of 3,760,215 shares of common stock, at an option price of $14.00 per share, in part to maintain the incentive value intended when the Company originally issued those BCUs to these individuals and to provide an incentive for such individuals to continue providing service to the Company. The grantees of these immediately vested options include Messrs. Cloobeck, Kraff, Palmer, Bentley, Lanznar and two employees of the Company. Through December 31, 2014, Messrs. Cloobeck, Palmer, Bentley and Lanznar were not employed or compensated directly by the Company, but were rather employed or independently contracted and compensated by HM&C. See "Note 6—Transactions with Related Parties" for further detail on the HM&C Agreement.

In addition, between July 18, 2013 and December 31, 2014, the Company issued additional non-qualified stock options, exercisable for an aggregate of 4,408,100 shares of common stock, to Eligible Persons (including employees of HM&C), each at an option price equal to the market price on the applicable grant date. 25% of the shares issuable upon the exercise of such non-qualified stock options vested immediately on the grant date and the remaining 75% vest in equal installments on each of the first three anniversaries of the grant date. All of these options expire ten years from the grant date.

On May 19, 2015, the Company issued additional non-qualified stock options, exercisable for an aggregate of 1,067,000 shares of common stock, to Eligible Persons, each at an option price equal to the market price on the applicable grant date. 25% of the shares issuable upon exercise of such non-qualified stock options vest in equal installments on each of the first four anniversaries of the grant date. All of these options expire ten years from the grant date.

The Company accounts for its stock-based compensation issued to its employees and non-employee directors (in their capacity as such) in accordance with ASC 718. For a stock-based award with service-only vesting conditions, the Company measures compensation expense at fair value on the grant date and recognizes this expense in the statement of operations and comprehensive income (loss) over the expected term during which the employees (including, from an accounting perspective, non-employee directors in their capacity as such) of the Company provide service in exchange for the award.

Through December 31, 2014 and prior to the Company's acquisition of HM&C in January 2015, the Company accounted for its stock-based compensation issued to employees and independent contractors of HM&C in accordance with ASC 505-50, "Equity-Based Payments to Non-Employees" ("ASC 505"). In addition, stock-based compensation issued to Mr. Kraff in connection with the IPO has been accounted for in accordance with ASC 505. Employees and independent contractors of HM&C through December 31, 2014 and Mr. Kraff (with respect to the stock-based compensation issued to him in connection with the IPO) are collectively referred to as the "Non-Employees," and the stock-based compensation issued to the Non-Employees are collectively referred to as the "Non-Employee Grants." Pursuant to ASC 505, the fair value of an equity instrument issued to Non-Employees is initially measured on the grant date by using the stock price and other measurement assumptions and subsequently remeasured at each balance sheet date as (and to the extent) the relevant performance is completed. With respect to the stock-based compensation issued to Mr. Kraff in connection with the IPO, his performance of services was considered completed at the grant date.

Effective January 1, 2015, the Company acquired all of the outstanding membership interests in HM&C, which became a wholly-owned subsidiary of the Company. As employees of HM&C became employees of the Company following the HM&C Acquisition, all unvested stock options issued to employees of HM&C were converted to employee grants from an accounting perspective on January 1, 2015.

As a result of the HM&C Acquisition, compensation cost attributable to unvested options issued to employees of HM&C was remeasured as if the unvested options were newly granted on January 1, 2015, and the portion of the newly measured cost attributable to the remaining vesting period is being recognized as compensation cost prospectively from January 1, 2015.

The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of the stock options granted to its employees (including from an accounting perspective, non-Employee directors in their capacity as such) and Non-Employees. The expected volatility is calculated based on the historical volatility of the stock prices for a group of identified peer companies for the expected term of the stock options on the grant date (which is significantly greater than the volatility of the S&P 500® index as a whole during the same period) due to the lack of historical trading prices of the Company's common stock. The average expected option life represents the period of time the stock options are expected to be outstanding at the issuance date based on management’s estimate using the simplified method prescribed under the Securities and Exchange Commission (the "SEC") SAB 14 for employee grants and the contractual terms for Non-Employee grants. The risk-free interest rate is calculated based on the U.S. Treasury zero-coupon yield, with a remaining term that approximates the expected option life assumed at the date of issuance. The expected annual dividend per share is 0% based on the Company’s expected dividend rate.

The fair value per share information, including related assumptions, used to determine compensation cost for the Company’s non-qualified stock options consistent with the requirements of ASC 718 and ASC 505, consisted of the following as of December 31, of each of the following years:

	2015			2014						2013
	Company Employees			Non-Employees			Company Employees			Non-Employees			Company Employees
Weighted average fair value per share	$	10.2		$	14.9		$	8.1		$	8.9		$	7.5
Expected stock price volatility	45.7		%	52.8		%	52.8		%	49.8		%	52.9		%
Expected option life (years)	5.91			6.00			6.00			9.13			6.51
Risk-free interest rate	1.7		%	1.7		%	1.7		%	2.4		%	1.8		%
Expected annual dividend yield	—		%	—		%	—		%	—		%	—		%

Stock option activity related to stock option grants issued to the employees of the Company during the year ended December 31, 2015 was as follows:

	Company Employees
	Options  (In thousands)		Weighted-Average Exercise Price (Per Share)		Weighted-Average Remaining Contractual Term  (Years)	Aggregate Intrinsic Value  (In thousands)
Outstanding at January 1, 2015	7,868		$	15.02	8.8	$	101,336
Granted	1,117		$	32.05
Exercised	(188	)	$	15.59
Forfeited	(31	)	$	23.79
Outstanding at December 31, 2015	8,766		$	17.20	7.9	$	72,840
Exercisable at December 31, 2015	6,219		$	14.62	7.6	$	67,756

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been realized by the option holders had all option holders exercised their options on December 31, 2015. The intrinsic value of a stock option is the excess of the Company’s closing stock price on that date over the exercise price, multiplied by the number of shares subject to the option.

The following table summarizes the Company’s unvested stock option activity for the year ended December 31, 2015:

	Company Employees
	Options (In thousands)		Weighted-Average Exercise Price  (Per Share)
Unvested at January 1, 2015	2,536		$	16.37
Granted	1,117		$	32.05
Vested	(1,075	)	$	17.32
Forfeited	(31	)	$	23.79
Unvested at December 31, 2015	2,547		$	23.51

Restricted Stock, RSUs and Deferred Stock

Between July 18, 2013 and December 31, 2014, the Company issued restricted stock to certain non-employee members of the Board of Directors of the Company, which vest equally on each of the first three anniversary dates from the grant date.

On May 19, 2015, the Company issued restricted stock to certain employees of the Company (which vest equally on each of the first four anniversaries of the grant date) and non-employee members of the Board of Directors of the Company (which vest equally on each of the first 12 quarterly anniversaries of the grant date).

In addition, on May 19, 2015, the Company issued RSUs to certain employees of the Company (which conditionally vest equally on each of the first four anniversaries of the grant date and fully vest on the fourth anniversary date of the grant date when certain service and performance conditions are met) and to certain non-employee members of the Board of Directors of the Company who elected to receive RSUs in lieu of restricted stock for services rendered (which vested equally on each of the first 12 quarterly anniversaries of the grant date).

Furthermore, on May 19, 2015, the Company issued deferred stock to certain non-employee members of the Board of Directors of the Company who elected to receive deferred stock in lieu of cash for services rendered. The deferred stock were fully vested on the grant date. All restricted stock, RSUs and deferred stock issued on May 19, 2015 (the "Stock Unit Issuances") were valued at $32.69 per share (the closing stock price of the Company's common stock on such date).

The following table summarizes the activity related to the Stock Unit Issuances during the year ended December 31, 2015:

	Restricted Stock				Restricted Stock Units				Deferred Stock
	Shares    (In thousands)		Weighted-Average Exercise Price (Per Share)		Units (In thousands)		Weighted-Average Exercise Price (Per Share)		Units (In thousands)		Weighted-Average Exercise Price (Per Share)
Unvested at January 1, 2015	44		$	16.92	—		$	—	—		$	—
Granted	157		$	32.69	86		$	32.69	12		$	32.72
Vested/Converted to common stock	(25	)	$	21.19	(8	)	$	32.69	(12	)	$	32.72
Forfeited	(16	)	$	28.36	—		$	—	—		$	—
Unvested at December 31, 2015	160		$	30.58	78		$	32.69	—		$	32.72

Stock-based Compensation Expense

The following table summarizes the Company’s stock-based compensation expense for the years ended December 31, 2015, 2014 and 2013 (in thousands).

	2015		2014		2013
Non-employee stock option grants	$	—	$	7,619	$	32,940
Company employee grants	13,623		7,681		7,218
Non-employee director grants	1,325		902		375
Total	$	14,948	$	16,202	$	40,533

The tax benefits recognized from stock-based compensation expense were $5.3 million, $5.8 million and $14.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

In accordance with SAB 14, the Company records stock-based compensation expense to the same line item on the statement of operations and comprehensive income (loss) as the grantees' cash compensation. In addition, the Company records stock-based compensation expense to the same business segment as the grantees' cash compensation for segment reporting purposes in accordance with ASC 280, "Segment Reporting."

The following table summarizes the effect of the stock-based compensation expense for the years ended December 31, 2015 and 2014 (in thousands):

	Year Ended December 31, 2015								Year Ended December 31, 2014
	Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total		Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total
Management and member services	$	1,307	$	—	$	—	$	1,307	$	1,613	$	—	$	—	$	1,613
Advertising, sales and marketing	—		2,440		—		2,440		—		2,198		—		2,198
Vacation Interests carrying cost, net	—		232		—		232		—		267		—		267
Loan portfolio	—		373		—		373		—		423		—		423
General and administrative	—		—		10,596		10,596		—		—		11,701		11,701
Total	$	1,307	$	3,045	$	10,596	$	14,948	$	1,613	$	2,888	$	11,701	$	16,202

The following table summarizes the effect of the stock-based compensation expense for the year ended December 31, 2013 (in thousands):

	Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total
Management and member services	$	860	$	—	$	—	$	860
Advertising, sales and marketing	—		2,105		—		2,105
Vacation Interests carrying cost, net	—		208		—		208
Loan portfolio	—		316		—		316
General and administrative	—		—		37,044		37,044
Total	$	860	$	2,629	$	37,044	$	40,533

The following table summarizes the Company’s unrecognized stock-based compensation expense as of December 31, 2015 (dollars in thousands):

	Options		Restricted Stock		Restricted Stock Units		Deferred Stock		Total
Unrecognized stock-based compensation expense	$	20,093	$	3,968	$	2,247	$	149	$	26,457
Weighted-average remaining amortization period (in years)	1.4		2.3		2.4		0.4		1.6

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Accumulated Other comprehensive Income

12 Months Ended

Dec. 31, 2015

Accumulated Other Comprehensive Income [Abstract]

Comprehensive Income (Loss) Note [Text Block]

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

	Cumulative Translation Adjustment			Post-retirement Benefit Plan			Other			Total
Balance, December 31, 2012	$	(16,714	)	$	—		$	(19	)	$	(16,733	)
Period change	2,543			(2,064		)	77			556
Balance, December 31, 2013	(14,171		)	(2,064		)	58			(16,177		)
Period change	(3,545		)	171			(10		)	(3,384		)
Balance, December 31, 2014	(17,716		)	(1,893		)	48			(19,561		)
Period change	(2,466		)	1,893			(17		)	(590		)
Balance, December 31, 2015	$	(20,182	)	$	—		$	31		$	(20,151	)

The Company has not tax-effected the cumulative translation adjustment since deferred taxes on unremitted foreign earnings are not provided (see "Note 17—Income Taxes). The balance as of December 31, 2014 related to the post-retirement benefit plan, net of tax, was reduced to zero as of December 31, 2015 due to the St. Maarten Deconsolidation. See "Note 1—Background Business and Basis of Presentation" for further detail on the St. Maarten Deconsolidation.

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Net income (loss) per share

12 Months Ended

Dec. 31, 2015

Net income (loss) per share [Abstract]

Earnings Per Share [Text Block]

Net income (loss) per share

The Company calculates net income per share in accordance with ASC Topic 260, "Earnings Per Share." Basic net income (loss) per share is calculated by dividing net income for common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income by weighted-average common shares outstanding during the period plus potentially dilutive common shares, such as stock options and restricted stock.

Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities.

For the year ended December 31, 2015, 0.5 million shares underlying stock options were excluded from the net income per share computation, as their effect would be antidilutive under the treasury stock method.

For the year ended December 31, 2013, 0.2 million and a de minimis amount of shares underlying stock options and restricted stock were excluded from the net loss per share computation, as their effect would be antidilutive due to the net loss reported by the Company.

There were no antidilutive stock options or restricted stock for the year ended December 31, 2014.

The table below sets forth the computation of basic and diluted net income (loss) per share as of December 31 of each of the following years (in thousands, except per share amounts):

	2015		2014		2013
Computation of Basic Net Income (Loss) Per Share:
Net income (loss)	$	149,478	$	59,457	$	(2,525	)
Weighted average shares outstanding	72,881		75,466		63,704
Basic net income (loss) per share	$	2.05	$	0.79	$	(0.04	)
Computation of Diluted Net Income (Loss) Per Share:
Net income (loss)	$	149,478	$	59,457	$	(2,525	)
Weighted average shares outstanding	72,881		75,466		63,704
Effect of dilutive securities:
Restricted stock and RSUs (a)	24		14		—
Options to purchase common stock	2,574		1,467		—
Shares for diluted net income per share	75,479		76,947		63,704
Diluted net income (loss) per share	$	1.98	$	0.77	$	(0.04	)

    (a) Includes unvested dilutive restricted stock and RSUs that are subject to future forfeitures.

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Business Combinations

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Business Combinations

On October 16, 2015, the Company completed the Gold Key Acquisition and acquired five management contracts, real property interests, unsold vacation ownership interests to sell to existing members and potential customers and other assets, adding six additional managed resorts to the Company’s resort network and new owner-families to the Company’s owner base, in exchange for a cash purchase price of $167.5 million and the assumption of certain non-interest-bearing liabilities. At the closing of the Gold Key Acquisition, $6.2 million was deposited into an escrow account to support the Company’s obligations under the Default Recovery Agreement, and is classified as restricted cash on the Company’s balance sheet. The Company assumed $15.5 million of contingent consideration in connection the Default Recovery Agreement, which was recorded as accrued liabilities, with an offsetting amount in prepaid expense and other assets.

The Company accounted for the Gold Key Acquisition as a business combination in accordance with ASC 805, "Business Combinations" ("ASC 805"). As of December 31, 2015, the acquisition was recorded based on a preliminary appraisal; accordingly, provisional amounts were assigned to the assets acquired and liabilities assumed. The preliminary appraisal was developed in accordance with the Company's policies, which were also the basis for the valuation of previous business combinations. Since the purchase price exceeded the fair value of identifiable assets, the Company recorded $73.9 million in goodwill in accordance with ASC 805, which is primarily attributable to expected synergies from the operations acquired in connection with the Gold Key Acquisition and the Company's existing operations.

The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed from the Gold Key Companies at the acquisition date based on the appraisals as of October 16, 2015 (in thousands):

	Based on Preliminary Appraisal
Consideration:
Cash	$	167,500
Fair value of total consideration transferred	167,500
Recognized amounts of identifiable assets acquired and liabilities assumed as of October 16, 2015:
Cash and cash equivalents	$	66
Restricted cash	47
Due from related parties, net	766
Other receivables, net	69
Prepaid expenses and other assets, net	15,904
Unsold Vacation Interests	26,481
Property and equipment	15,329
Other intangible assets	53,060
Total assets	111,722
Liabilities assumed	18,101
Total identifiable net assets	93,621
Goodwill	$	73,879

Acquired intangible assets consist of the following (dollar amounts in thousands):

	Weighted Average Useful Life in Years	Based on Preliminary Appraisal
Management contracts	20	$	25,300
Rental agreements	4	15,800
Rights to develop inventory	14	11,600
Member relationships	6	360
Total acquired intangible assets		$	53,060

These notes to the consolidated financial statements do not present supplemental pro forma information to include revenue and earnings of the Gold Key Companies for all periods presented, as the assets acquired and additional earnings generated in connection with the Gold Key Acquisition are not deemed significant to the Company's consolidated financial statements.

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Employee Benefit Plan

12 Months Ended

Dec. 31, 2015

Post-retirement Benefit Plan [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Employee Benefit Plans

The Company has a qualified retirement plan (the “401(k) Plan”) with a salary deferral feature designed to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended. Subject to certain limitations, the 401(k) Plan allows participating U.S. employees to defer up to 60.0% of their eligible compensation on a pre-tax basis. The 401(k) Plan allows the Company to make discretionary matching contributions of up to 50.0% of the first 6.0% of employee compensation.

During the years ended December 31, 2015, 2014 and 2013, the Company made matching contributions to its 401(k) Plan of $3.3 million, $2.2 million and $1.8 million, respectively.

In addition, the Company has a self-insured health plan that covers substantially all of its full-time employees in the U.S. The health plan uses employee and employer contributions to pay eligible claims. To supplement this plan, the Company has a stop-loss insurance policy to cover individual claims in excess of $0.3 million. At December 31, 2015, 2014 and 2013, the Company accrued $3.5 million, $2.7 million and $2.6 million, respectively, for claims that have been incurred but not reported. This accrual is calculated as the higher of (i) estimated accrual based on Company's historical experience of claim payments and lag period between the service dates and claim payment dates or (ii) two times the average monthly claims paid by the Company during the past fiscal year. The following table sets forth for each of the years ended December 31, 2015 and 2014, respectively, the amount of claims incurred during such period, changes in accruals during such period for claims incurred during prior periods, and the amount of payments made in such period (in thousands):

Balance as of December 31, 2013	$	2,572
Claims incurred during the current year	16,141
Change in accruals for claims incurred during prior years	(2,118		)
Payments made	(13,913		)
Balance as of December 31, 2014	2,682
Claims incurred during the current year	18,145
Change in accruals for claims incurred during prior years	(2,094		)
Payments made	(15,195		)
Balance as of December 31, 2015	$	3,538

During the years ended December 31, 2015, 2014 and 2013, the Company recorded $24.5 million, $20.6 million and $19.6 million, respectively, in expenses associated with its health plans.

With certain exceptions, the Company's European subsidiaries do not offer private health plans or retirement plans. The government in each country offers national health services and retirement benefits, which are funded by employee and employer contributions.

In 1999, the Company entered into a collective labor agreement with the employees at its resorts in St. Maarten, where the Company functioned as the HOA through December 31, 2014 (the "Collective Labor Agreement"). The Collective Labor Agreement provides for an employee service allowance to be paid to employees upon their termination, resignation or retirement. The employee service allowance was accounted for as a defined benefit plan (the "Defined Benefit Plan") in accordance with the requirements of ASC 715, "Compensation—Retirement Benefits." During the quarter ended September 30, 2015, the Defined Benefit Plan was deconsolidated from the Company's consolidated financial statements in conjunction with the St. Maarten Deconsolidation. See "Note 1—Background Business and Basis of Presentation" for further detail on the St. Maarten Deconsolidation.

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Segment Reporting

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Segment Reporting

Business Segment

The Company presents its results of operations in two business segments: (i) hospitality and management services, which includes operations related to the management of resort properties and the Diamond Collections, operation of the Clubs, operations of the properties located in St. Maarten for which the Company functioned as the HOA through December 31, 2014, food and beverage venues owned and managed by the Company and the provision of other services and (ii) Vacation Interests sales and financing, which includes operations relating to the marketing and sales of Vacation Interests, as well as the consumer financing activities related to such sales. While certain line items reflected on the statement of operations and comprehensive income (loss) fall completely into one of these business segments, other line items relate to revenues or expenses that are applicable to more than one segment. For line items that are applicable to more than one segment, revenues or expenses are allocated by management. Such allocations involve significant estimates. Certain expense items (principally corporate interest expense, depreciation and amortization and provision for income taxes) are not, in management’s view, allocable to either of these business segments, as they apply to the entire Company. In addition, general and administrative expenses (which exclude hospitality and management services related overhead that is recovered from the HOAs and the Collection Associations) are not allocated to either of these business segments because, historically, management has not allocated these expenses for purposes of evaluating the Company’s different operational divisions. Accordingly, these expenses are presented under corporate and other.

Management believes that it is impracticable to allocate specific assets and liabilities related to each business segment. In addition, management does not review balance sheets by business segment as part of their evaluation of operating segment performance. Consequently, no balance sheet segment reports have been presented.

The following table presents revenues, income before provision for income taxes, interest revenue and interest expense for the Company's reportable segments for the periods presented below (in thousands):

	For the Years Ended December 31,
	2015			2014			2013
Revenues:
Hospitality and management services	$	187,747		$	199,298		$	175,423
Vacation Interests sales and financing	764,963			643,719			552,922
Corporate and other	1,330			1,549			1,443
Total revenues	$	954,040		$	844,566		$	729,788
Income before provision for income taxes
Hospitality and management services	$	137,509		$	129,402		$	102,072
Vacation Interests sales and financing	291,416			202,915			159,392
Corporate and other	(177,277		)	(222,626		)	(258,212		)
Income before provision for income taxes	$	251,648		$	109,691		$	3,252
Interest Revenue:
Hospitality and management services	$	—		$	—		$	—
Vacation Interests sales and financing	78,989			66,849			55,601
Corporate and other	1,330			1,549			1,443
Total interest revenue	$	80,319		$	68,398		$	57,044
Interest Expense:
Hospitality and management services	$	—		$	—		$	—
Vacation Interests sales and financing	16,895			15,072			16,411
Corporate and other	31,581			41,871			72,215
Total interest expense	$	48,476		$	56,943		$	88,626

Geographic Segment

The geographic segment information presented below is based on the geographic locations of the Company's subsidiaries. The Company’s foreign operations include its operations in Austria, the Caribbean, England, France, Greece, Ireland, Italy, Malta, Mexico, Portugal, Scotland and Spain. No individual foreign country represents 10% or more of the Company's total revenues or long-term assets presented. The following table reflects total revenue and assets by geographic area for the years ended on, or as of, the dates presented below (in thousands):

	For the Years Ended December 31,
	2015		2014		2013
Revenue
United States	$	886,721	$	731,171	$	610,116
Foreign	67,319		113,395		119,672
Total Revenues	$	954,040	$	844,566	$	729,788

	As of December 31,
	2015		2014
Vacation Interests notes receivable, net
United States	$	621,244	$	496,691
Foreign	1,363		1,971
Total Vacation Interests notes receivable, net	$	622,607	$	498,662
Unsold Vacation Interests, net
United States	$	277,563	$	198,869
Foreign	80,715		63,303
Total unsold Vacation Interests, net	$	358,278	$	262,172
Property and equipment, net
United States	$	84,408	$	59,038
Foreign	10,953		11,833
Total property and equipment, net	$	95,361	$	70,871
Goodwill
United States	$	104,521	$	30,632
Foreign	—		—
Total goodwill	$	104,521	$	30,632
Other intangible assets, net
United States	$	218,990	$	174,021
Foreign	3,200		4,765
Total other intangible assets, net	$	222,190	$	178,786
Total long-term assets, net
United States	$	1,306,726	$	959,251
Foreign	96,231		81,872
Total long-term assets, net	$	1,402,957	$	1,041,123

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Loss on extinguishment of debt

12 Months Ended

Dec. 31, 2015

Loss on extinguishment of debt [Abstract]

Debt Disclosure [Text Block]

Loss on Extinguishment of Debt

On May 9, 2014, the Company repaid all outstanding indebtedness under three inventory loans previously entered into in connection with certain acquisitions using a portion of the proceeds from the term loan portion of the Senior Credit Facility. The unamortized debt issuance costs on these inventory loans were recorded as a loss on extinguishment of debt.

In addition, on May 9, 2014, the Company terminated its previous revolving credit facility in conjunction with its entry into the Senior Credit Facility and recorded the unamortized debt issuance costs as a loss on extinguishment of debt.    

On June 9, 2014, the Company redeemed all outstanding principal amount under the Senior Secured Notes using a portion of the proceeds from the term loan portion of the Senior Credit Facility. As a result, $30.2 million of redemption premium, $9.4 million of unamortized debt issuance cost and $6.1 million unamortized debt discount were recorded as a loss on extinguishment of debt.

On July 24, 2013, the Company repaid all outstanding indebtedness under two acquisitions loans previously entered into in connection with certain acquisitions using the proceeds from the IPO. The unamortized debt issuance cost on these acquisition loans and the additional exit fees paid were recorded as loss on extinguishment of debt.

In addition, on August 23, 2013, the Company completed the Tender Offer and a pro rata portion of the unamortized debt issuance cost associated with the Senior Secured Notes and the call premium paid upon the completion of the Tender Offer were recorded as loss on extinguishment of debt.

On October 21, 2013, the Company redeemed all notes issued under a previous securitization transaction completed in 2009 using proceeds from borrowings under the Conduit Facility. The unamortized debt issuance costs and debt discount were recorded as a loss on extinguishment of debt.

Loss on extinguishment of debt consisted of the following as of December 31 of each of the following years (in thousands):

	Year Ended December 31,
	2015		2014		2013
Senior Secured Notes	$	—	$	45,767	$	8,443
Previous revolving credit facility	—		932		—
Three inventory loans previously entered into in connection with certain acquisitions	—		108		—
Two acquisition loans previously entered into in connection with certain acquisitions	—		—		4,940
Redemption of notes issued under a previous securitization transaction completed in 2009	—		—		2,201
Miscellaneous notes payable	—		—		20
Total loss on extinguishment of debt	$	—	$	46,807	$	15,604

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Impairments and Other Write-offs

12 Months Ended

Dec. 31, 2015

Impaired Long-Lived Assets Held and Used [Line Items]

Details of Impairment of Long-Lived Assets Held and Used by Asset [Table Text Block]

Impairments and Other Write-offs

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value amount of the asset may not be fully recoverable.

Impairment and other write-offs consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014		2013
Write down of a parcel of real estate acquired in connection with a previous business combination to its fair value based on a market appraisal	$	—	$	—	$	1,200
Write off of abandoned inventory projects	—		181		—
Write off of sales materials due to obsolescence	—		10		307
Write down of two European resorts held for sale to their fair value based on accepted offers	—		—		80
Write off of abandoned information technology projects previously capitalized	12		19		—
Write off of slow moving consumables inventory	—		30		—
Total impairments and other write-offs	$	12	$	240	$	1,587

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Quarterly results

12 Months Ended

Dec. 31, 2015

Quarterly results [Abstract]

Quarterly Financial Information [Text Block]

Quarterly Results (Unaudited)

The following tables present the Company's unaudited quarterly results ($ in thousands except share data). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

	Three Months Ended								Year Ended
	March 31, 2015		June 30, 2015		September 30, 2015		December 31, 2015		December 31, 2015
Revenues	$	197,520	$	231,502	$	251,389	$	273,629	$	954,040
Income before provision for income taxes	$	45,500	$	64,329	$	62,307	$	79,512	$	251,648
Net income	$	25,975	$	36,870	$	36,897	$	49,736	$	149,478
Net income per share—basic	$	0.35	$	0.50	$	0.51	$	0.70	$	2.05
Net income per share—diluted	$	0.34	$	0.49	$	0.49	$	0.68	$	1.98

	Three Months Ended									Year Ended
	March 31, 2014		June 30, 2014			September 30, 2014		December 31, 2014		December 31, 2014
Revenues	$	181,225	$	209,014		$	221,965	$	232,362	$	844,566
Income (loss) before provision (benefit) for income taxes	$	26,057	$	(2,074	)	$	46,460	$	39,248	$	109,691
Net income (loss)	$	14,010	$	(2,731	)	$	26,304	$	21,874	$	59,457
Net income (loss) per share—basic	$	0.19	$	(0.04	)	$	0.35	$	0.29	$	0.79
Net income (loss) per share—diluted	$	0.18	$	(0.04	)	$	0.34	$	0.28	$	0.77

Note: The sum of the net income (loss) per share for the four quarters differs from annual net income (loss) per share due to the required method of computing the weighted average shares in interim periods.

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Subsequent events (Notes)

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On January 29, 2016, the Company completed its acquisition of the vacation ownership business of Intrawest Resort Club Group from Intrawest Resorts Holdings, Inc., through which the Company acquired management contracts, Vacation Interests notes and other receivables, real property interests, unsold VOIs and other assets in exchange for $85.0 million in cash plus the assumption of certain non-interest-bearing liabilities (the "Intrawest Acquisition"). The Intrawest Acquisition added nine managed resorts located in the United States, Canada and Mexico to the Company's resort network.

Due to the fact that the initial accounting for the Intrawest Acquisition is incomplete, the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed are not yet available.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Policy Loans Receivable, Policy [Policy Text Block]

Management and Member Services Revenue Recognition—Management and member services revenue includes resort management fees charged to the HOAs and the Diamond Collections, as well as revenues from the Company's operation of the Clubs. These revenues are recorded and recognized as follows:

• Management fee revenues are recognized in accordance with the terms of the Company's management contracts. Under the Company's management agreements, the Company collects management fees from the HOAs and Diamond Collection's non-profit members associations (the "Collection Associations"), which are recognized as revenue ratably throughout the year as earned. The management fees the Company earns are included in the HOAs' and Diamond Collections' operating budgets which, in turn, are used to establish the annual maintenance fees owed by each owner of VOIs.

• The Company charges an annual fee for membership in each of the Clubs. In addition to annual dues associated with the Clubs, the Company also earns revenue associated with the legacy owners of deeded intervals at resorts that the Company acquired in its strategic acquisitions exchanging the use of their intervals for points membership in the Clubs, which requires these owners to pay the annual fees associated with Club membership, and the Company generally encourages holders of these deeded intervals to exchange the use of their intervals for points memberships in the Clubs. The Company also earns reservation protection plan revenue, which is an optional fee paid by customers when making a reservation to protect their points should they need to cancel their reservation, and through the Company's provision of other travel and discount related benefits as well as call center services provided to the HOAs and the Diamond Collections.

Management and member services revenue also included commissions received under the fee-for-service agreements it had with Island One, Inc. from July 2011 until July 2013, when the Company completed the acquisition of all of the equity interests of Island One, Inc. and Crescent One, LLC in exchange for $73.3 million in shares of the Company's common stock (the "Island One Acquisition").

All of these revenues are allocated to the hospitality and management services business segment.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation—The accompanying consolidated financial statements include all subsidiaries of the Company. All significant intercompany transactions and balances have been eliminated from the accompanying consolidated financial statements.

Consolidated Resort Operations Revenue Recognition—Consolidated resort operations revenue consists of the following:

• The Company functioned as an HOA for its properties located in St. Maarten through December 31, 2014. Consolidated resort operations revenue included the maintenance fees billed to owners and the Diamond Collections in connection with the St. Maarten resorts, which were recognized ratably over the year. In addition, the owners were billed for capital project assessments to repair and replace the amenities of these resorts, as well as assessments to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue with offsetting expense recorded under consolidated resort operations expense. See “Consolidated Resort Operations Expenses” below for further detail. All operating revenues and expenses associated with these properties were consolidated within the Company's financial statements, except for intercompany transactions, such as maintenance fees for the Company's owned inventory and management fees for the owned inventory, which were eliminated. Revenue associated with these properties historically constituted a majority of the Company's consolidated resort operations revenue. Effective January 1, 2015, however, in conjunction with the St. Maarten Deconsolidation, the consolidated resort operations revenue from the St. Maarten resorts was eliminated from the Company's consolidated statements of operations and comprehensive income (loss). See "Note 1—Background, Business and Basis of Presentation" for further detail on this transaction.

The Company also receives:

•food and beverage revenue at certain resorts whose restaurants the Company owns and operates;

• lease revenue from third parties to which the Company outsources the management of its golf course and food and beverage operations at certain resorts;

•revenue from providing cable, telephone and technology services to HOAs; and

•other incidental revenues generated at the venues the Company owns and operates, including retail and gift shops, spa services, safe rental and ticket sales.

Through December 31, 2013, consolidated resort operations revenue also included greens fees and equipment rental fees at certain golf courses owned and operated by the Company at certain resorts prior to outsourcing the management of these golf courses.

All of these revenues are allocated to the hospitality and management services business segment.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates—The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") requires the Company to make difficult and subjective judgments that affect the reported amounts of assets, liabilities, revenues and expenses, often as a result of the need to make estimates regarding matters that are inherently uncertain. The methods, estimates and judgments that the Company uses in applying its accounting policies have a significant impact on the results that the Company reports in its financial statements. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue, bad debts, unsold Vacation Interests, net, Vacation Interests cost of sales, stock-based compensation expense and income taxes. These estimates are based on historical experience and various other assumptions that management believes are reasonable under the circumstances. The results of the Company's analyses form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to the Company's consolidated financial statements.

Significant estimates are also used by the Company to record a provision for uncollectible Vacation Interests notes receivable. This provision is calculated as projected gross losses for originated Vacation Interests notes receivable, taking into account estimated VOI recoveries. The Company applies its historical default percentages based on credit scores of the individual customers to its Vacation Interests notes receivable population and evaluates other factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. If actual Vacation Interests notes receivable losses differ materially from these estimates, the Company's future results of operations may be adversely impacted.

Significant estimates were used by the Company to estimate the fair value of the assets acquired and liabilities assumed in the acquisition of certain assets in connection with the Gold Key Acquisition. These estimates included projections of future cash flows derived from sales of VOIs, member relationship lists, management services revenue and rental income. Additionally, the Company made significant estimates of costs associated with such projected revenues including but not limited to recoveries and discount rates. The Company also made significant estimates which include: (i) allowance for loan and contract losses and provision for uncollectible Vacation Interests sales revenue; (ii) estimated useful lives of property and equipment; (iii) estimated useful lives of intangible assets acquired; (iv) estimated costs to build or acquire any additional Vacation Interests, estimated total revenues expected to be earned on a project, related estimated provision for uncollectible Vacation Interests sales revenue and sales incentives, estimated projected future cost and volume of recoveries of VOIs, estimated sales price per point and estimated number of points to be sold used to allocate certain unsold Vacation Interests to Vacation Interests cost of sales under the relative sales value method (See "Vacation Interests Cost of Sales" below for further detail on this method); and (v) the valuation allowance recorded against deferred tax assets. It is at least reasonably possible that a material change in one or more of these estimates may occur in the near term and that such change may materially affect actual results.

In addition, significant estimates are used by the Company to estimate compensation expense related to employee and non-employee stock options issued by the Company under the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan (the "2013 Plan") and the Company's 2015 Equity Incentive Compensation Plan (the "2015 Plan"). The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of the stock options granted to its employees (including, from an accounting perspective, non-employee directors in their capacity as such) and employees and independent contractors of HM&C through December 31, 2014 and Mr. Lowell D. Kraff, the Vice Chairman of the Board of Directors of the Company (with respect to the stock-based compensation issued to him in connection with the IPO) ("Non-Employees"). The expected volatility is calculated based on the historical volatility of the stock prices for a group of identified peer companies for the expected term of the stock options on the grant date (which is significantly greater than the volatility of the S&P 500® index as a whole during the same period) due to the lack of historical trading prices for the Company's common stock. The average expected option life represents the period of time the stock options are expected to be outstanding at the issuance date based on management’s estimate using the simplified method prescribed under the SEC Staff Accounting Bulletin Topic 14: Share-Based Payment ("SAB 14") for employee grants and the contractual term for Non-Employee grants. The risk-free interest rate is calculated based on U.S. Treasury zero-coupon yield, with a remaining term that approximates the expected option life assumed at the date of issuance. The expected annual dividend per share is 0% based on the Company’s expected dividend rate. See "Note 21—Stock-Based Compensation" for further detail on the Company's stock options issued under the 2013 Plan and the 2015 Plan.

Management and member services expense [Policy Text Block]

Management and Member Services Expense—Substantially all direct expenses related to the provision of services to the HOAs (other than for the Company's St. Maarten resorts, for which the Company functioned as the HOA through December 31, 2014) and the Diamond Collections are recovered through the Company's management agreements and, consequently, are not recorded as expenses. The Company passes through to the HOAs and the Collection Associations certain overhead charges incurred to manage the resorts. In accordance with guidance included in ASC 605-45, “Revenue Recognition - Principal Agent Considerations," reimbursements from the HOAs and the Collection Associations relating to pass-through costs are recorded net of the related expenses. These expenses are allocated to the hospitality and management services business segment.

Expenses associated with the Company's operation of the Clubs include costs incurred for outsourced (prior to December 31, 2015) and in-house call centers, annual membership fees paid to a third-party exchange company on behalf of members of the Clubs, as applicable, and administrative expenses. These expenses are allocated to the hospitality and management services business segment.

Between January 1, 2013 and July 24, 2013, management and member services expenses also included costs incurred under the fee-for-service agreements with Island One, Inc. This arrangement was terminated in conjunction with the Island One Acquisition.

These expenses are allocated to the hospitality and management services business segment.

Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block]

Consolidated Resort Operations Expense—Through December 31, 2014, with respect to the two resorts located in St. Maarten, the Company recorded expenses associated with housekeeping, front desk, maintenance, landscaping and other similar activities, which were recovered by the maintenance fees recorded in consolidated resort operations revenue. In addition, for these two properties, the Company also billed the owners for capital project assessments to repair and replace the amenities of these resorts, as well as assessments to reserve the potential out-of-pocket deductibles for hurricanes and other natural disasters. These assessments were deferred until the refurbishment activity occurred, at which time the amounts collected were recognized as consolidated resort operations revenue with offsetting expense recorded under consolidated resort operations expense. The Company's expense associated with the St. Maarten properties historically constituted a majority of the Company's consolidated resort operations expense. Effective January 1, 2015, however, in conjunction with the St. Maarten Deconsolidation, the consolidated resort operations expense from the St. Maarten resorts was eliminated from the Company's consolidated statements of operations and comprehensive income (loss). See "Note 1—Background, Business and Basis of Presentation" for further detail on the St. Maarten Deconsolidation. Furthermore, consolidated resort operations expense includes the costs related to food and beverage operations at certain resorts whose restaurants the Company operates directly. Similarly, the expenses of operating spas and retail and gift shops are included in consolidated resort operations expense. These expenses are allocated to the hospitality and management services business segment.

Through December 31, 2013, consolidated resort operations expense also included costs at certain golf courses owned and operated by the Company at certain resorts prior to outsourcing the management of these golf courses.

Revenue Recognition, Interest [Policy Text Block]

Interest Revenue—The Company's interest revenue consists primarily of interest earned on consumer loans. Interest earned on consumer loans is accrued based on the contractual provisions of the loan documents. Interest accruals on consumer loans are suspended at the earliest of (i) the customer's account becoming over 180 days delinquent, or (ii) the completion of cancellation or foreclosure proceedings. If payments are received while a consumer loan is considered delinquent, interest is recognized on a cash basis. Interest accrual resumes once a customer has made six timely payments on the loan and brought the account current. All interest revenue is allocated to the Vacation Interests sales and financing business segment, with the exception of interest revenue earned on the Company's bank account balances, which is reported in corporate and other.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible assets—Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management contracts have estimated useful lives ranging from five to 25 years. Membership relationships and distributor relationships have estimated useful lives ranging from three to 30 years. Marketing easement rights, rights to develop inventory and rental agreements have estimated useful lives of 20 years, 14 years and four years, respectively.

The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows expected to result from the use and eventual disposition of an asset is less than its net book value, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.

vacation interest cost of sales [Policy Text Block]

Vacation Interests Cost of Sales—At the time the Company records Vacation Interests sales revenue, it records the related Vacation Interests cost of sales. The Company records Vacation Interests cost of sales using the relative sales value method in accordance with ASC 978. This method, which was originally designed more for developers of timeshare resorts, requires the Company to make a number of projections and estimates, which are subject to significant uncertainty. In order to determine the amounts that must be expensed for each dollar of Vacation Interests sales with respect to a particular project, the Company is required to prepare a forecast of sales and certain costs for the entire project's life cycle. These forecasts require the Company to estimate, among other things, the costs to acquire (or if applicable, build) additional VOIs, the total revenues expected to be earned on the project (including estimations of sales price per point and the aggregate number of points to be sold), the proper provision for uncollectible Vacation Interests sales revenue, sales incentives, and the projected future cost and volume of recoveries of VOIs. Then, these costs as a percentage of Vacation Interests sales are determined and that percentage is applied retroactively to all prior sales and is applied to sales within the current period and future periods with respect to a particular project. These projections are reviewed on a regular basis, and the relevant estimates used in the projections are revised (if necessary) based upon historical results and management's new estimates. The Company requires a seasoning of pricing strategy changes before such changes fully affect the projections, which generally occurs over a six-month period. If any estimates are revised, the Company is required to adjust its Vacation Interests cost of sales using the revised estimates, and the entire adjustment required to correct Vacation Interests cost of sales over the life of the project to date is taken in the period in which the estimates are revised. Accordingly, small changes in any of the numerous estimates in the model can have a significant financial statement impact, both positively and negatively, due to the retroactive adjustment required by ASC 978. See “Unsold Vacation Interests, net” below for further detail. All of these costs are allocated to the Vacation Interests sales and financing business segment.

Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure [Policy Text Block]

Vacation Interests Sales Revenue Recognition—With respect to the Company's recognition of revenue from Vacation Interests sales, the Company follows the guidelines included in Accounting Standards Codification ("ASC") 978, “Real Estate-Time-Sharing Activities” ("ASC 978"). Under ASC 978, Vacation Interests sales revenue is divided into separate components that include the revenue earned on the sale of the VOI and the revenue earned on the sales incentive given to the customer as motivation to purchase the VOI. Each component is treated as a separate transaction but both are recorded in Vacation Interests sales line of the Company's statement of operations and comprehensive income (loss). In order to recognize revenue on the sale of VOIs, ASC 978 requires a demonstration of a buyer's commitment (generally a cash payment of 10% of the purchase price plus the value of any sales incentives provided). A buyer's down payment and subsequent mortgage payments are adequate to demonstrate a commitment to pay for the VOI once 10% of the purchase price plus the value of the incentives provided to consummate a VOI transaction has been covered. The Company recognizes sales of VOIs on an accrual basis after (i) a binding sales contract has been executed; (ii) the buyer has adequately demonstrated a commitment to pay for the VOI; (iii) the rescission period required under applicable law has expired; (iv) collectibility of the receivable representing the remainder of the sales price is reasonably assured; and (v) the Company has completed substantially all of its obligations with respect to any development related to the real estate sold (i.e., construction has been substantially completed and certain minimum project sales levels have been met). If the buyer's commitment has not met ASC 978 guidelines, the Vacation Interests sales revenue and related Vacation Interests cost of sales and direct selling costs are deferred and recognized under the installment method until the buyer's commitment is satisfied, at which time the remaining amount of the sale is recognized. The net deferred revenue is recorded as a reduction to Vacation Interests notes receivable on the Company's balance sheet. Under ASC 978, the provision for uncollectible Vacation Interests sales revenue is recorded as a reduction of Vacation Interests sales revenue.

Vacation Interests Sales Revenue, Net—Vacation Interests sales revenue, net is comprised of Vacation Interests sales, net of a provision for uncollectible Vacation Interests sales revenue. Vacation Interests sales consist of revenue from the sale of points, which can be utilized for vacations at any of the resorts in the Company's network for varying lengths of stay, net of an amount equal to the expense associated with sales incentives. A variety of sales incentives are routinely provided as sales tools. Sales centers have predetermined budgets for sales incentives and manage the use of incentives accordingly. A provision for uncollectible Vacation Interests sales revenue is recorded upon completion of each financed sale. The provision for uncollectible Vacation Interests sales revenue is calculated based on historical default experience associated with the customer's Fair Isaac Corporation ("FICO") score. Additionally, the Company analyzes its allowance for loan and contract losses quarterly and makes adjustments based on current trends in consumer loan delinquencies and defaults and other criteria, if necessary. All of the Company's Vacation Interests sales revenue, net is allocated to the Vacation Interests sales and financing business segment.

vacation interest cost of sales [Policy Text Block]

Other Revenue—Other revenue includes (i) collection fees paid by owners when they bring their maintenance fee accounts current after collection efforts have been made by the Company on behalf of the HOAs and Collection Associations; (ii) closing costs paid by purchasers on sales of VOIs; (iii) revenue associated with certain sales incentives given to customers as motivation to purchase a VOI (in an amount equal to the expense associated with such sales incentives), which is recorded upon recognition of the related VOI sales revenue; (iv) late/impound fees assessed on consumer loans; (v) loan servicing fees earned for servicing third-party portfolios; (vi) commission revenue earned from certain third-party lenders that provide consumer financing for sales of the Company's VOIs in Europe; and (vii) revenue recognized when customers' non-refundable deposits are forfeited upon the customers' failure to close on VOI transactions. Revenues associated with item (i) above are allocated to the Company's hospitality and management services business segment. Revenues associated with the remaining items above are allocated to the Company's Vacation Interests sales and financing business segment.

Advertising Costs, Policy [Policy Text Block]

Advertising, Sales and Marketing Costs—Advertising, sales and marketing costs are expensed as incurred, except for costs directly related to VOI sales that are not eligible for revenue recognition under ASC 978, as described in "—Vacation Interests Sales Revenue Recognition” above, which are deferred along with related revenue until the buyer's commitment requirements are satisfied. Advertising, sales and marketing costs are allocated to the Vacation Interests sales and financing business segment. Advertising expense recognized was $10.3 million, $7.3 million and $6.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Vacation interest carrying costs, net [Policy Text Block]

Vacation Interests Carrying Cost, Net—The Company is responsible for paying annual maintenance fees and reserves to the HOAs and the Collection Associations on its unsold VOIs. Vacation Interests carrying cost, net also includes amounts paid for delinquent maintenance fees related to VOIs eligible for recovery pursuant to the Company's inventory recovery and assignment agreements ("IRAAs") except for amounts that are capitalized to unsold Vacation Interests, net. See "Note 6—Transactions with Related Parties—Inventory Recovery and Assignment Agreements" for further detail on IRAAs.

To offset the Company's gross Vacation Interests carrying cost, the Company rents VOIs controlled by the Company to third parties on a short-term basis. The Company also generates revenue on sales of sampler programs ("Sampler Packages"), which allow prospective owners to stay at a resort property on a trial basis. This revenue and the associated expenses are deferred until the vacation is used by the customer or the expiration date, whichever is earlier. Revenue from resort rentals and Sampler Packages is recognized as a reduction to Vacation Interests carrying cost, with the exception of revenue from the Company's European sampler product, which has a duration of three years and is treated as Vacation Interests sales revenue. Vacation Interests carrying cost, net is allocated to the Vacation Interests sales and financing business segment.

Loan Portfolio Expense [Policy Text Block]

Loan Portfolio Expense—Loan portfolio expense includes payroll and administrative costs of the finance operations and credit card processing fees. These costs are expensed as incurred, with the exception of Vacation Interests notes receivable origination costs, which are capitalized and amortized over the term of the related Vacation Interests notes receivable as an adjustment to interest revenue using the effective interest method in accordance with guidelines issued under ASC 310, “Receivables” ("ASC 310"). These expenses are allocated to the Vacation Interests sales and financing business segment, with the exception of a portion of expenses incurred by the in-house collections department, which are allocated to the hospitality and management services business segment.

Other operating expenses [Policy Text Block]

Other Operating Expenses—Other operating expenses include credit card fees incurred by the Company when customers remit down payments associated with a VOI purchase in the form of credit cards and also include certain sales incentives given to customers as motivation to purchase VOIs, all of which are expensed as the related Vacation Interests sales revenue is recognized. These expenses are allocated to the Company's Vacation Interests sales and financing business segment.

Selling, General and Administrative Expenses, Policy [Policy Text Block]

General and Administrative Expense—General and administrative expense includes payroll and benefits, legal, audit and other professional services, costs related to mergers and acquisitions, travel costs, technology-related costs, corporate facility expense. In addition, general and administrative expense includes recovery of the Company's expenses incurred on behalf of the HOAs and the Diamond Collections the Company manages in accordance with the Company's management agreements. In accordance with guidance included in ASC 605-45, “Revenue Recognition - Principal Agent Considerations," recovery from the HOAs and the Collection Associations is recorded net of the related expense. General and Administrative expense is not allocated to the Company's business segments, but rather are reported under corporate and other.

Depreciation, Depletion, and Amortization [Policy Text Block]

Depreciation and Amortization—The Company records depreciation expense in connection with depreciable property and equipment it purchased or acquired, including buildings and leasehold improvements, furniture and office equipment, land improvements and computer software and equipment. In addition, the Company records amortization expense on intangible assets with a finite life acquired by the Company, including management contracts, member relationships, distributor relationships and others. Depreciation and amortization expense is not allocated to the Company's business segments, but rather is reported in corporate and other.

Interest Expense, Policy [Policy Text Block]

Interest Expense—Interest expense related to corporate-level indebtedness is reported in corporate and other. Interest expense related to the Company's securitizations and consumer loan financings is allocated to the Vacation Interests sales and financing business segment.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based Compensation Expense—The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation"("ASC 718"). The Company measures stock-based compensation awards using a fair value method and records the related expense in its consolidated statements of operations and comprehensive income (loss). See "Note 21—Stock-Based Compensation" for further detail on the Company's stock-based compensation awards.

Income Tax, Policy [Policy Text Block]

Income Taxes—The Company is subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which the Company operates. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the reversal of existing taxable temporary differences, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded a deferred tax asset for its net operating losses, a portion of which the use thereof is subject to limitations. As a result of uncertainties regarding the Company’s ability to utilize such net operating loss carry forwards, the Company maintains a valuation allowance against the deferred tax assets attributable to these net operating losses.

Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, based solely on the technical merits. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being sustained on examination. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents—Cash and cash equivalents consist of cash, money market funds, and all highly-liquid investments purchased with an original maturity date of three months or less.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Cash in Escrow and Restricted Cash—Cash in escrow consists of deposits received on sales of VOIs that are held in escrow until the legal rescission period has expired. Restricted cash consists primarily of reserve cash held for the benefit of the secured note holders including the prefunding account and cash collections on certain Vacation Interests notes receivable that secure collateralized notes.

Mortgages and contracts receivable and allowance for contract losses [Policy Text Block]

Vacation Interests notes receivable and related allowance—The Company accounts for Vacation Interests notes receivable in accordance with ASC 310. Vacation Interests notes receivable include mortgages receivable for the financing of previously sold intervals and contracts receivable for the financing of points.

Vacation Interests notes receivable that the Company originates or acquires are recorded net of (i) deferred loan and contract costs; (ii) the discount or premium on the acquired mortgage pool; and (iii) the related allowance for loan and contract losses. Loan and contract origination costs incurred in connection with providing financing for VOIs are capitalized and amortized over the term of the related Vacation Interests notes receivable as an adjustment to interest revenue using the effective interest method. Because the Company currently sells VOIs only in the form of points, the Company originates contracts receivables, and is not currently originating any new mortgages. The Company records a sales provision for estimated mortgage and contracts receivable losses as a reduction to Vacation Interests sales revenue. This provision is calculated as projected gross losses for originated Vacation Interests notes receivable, taking into account estimated VOI recoveries. If actual Vacation Interests notes receivable losses differ materially from these estimates, the Company's future results of operations may be adversely impacted.

The Company applies its historical default percentages based on credit scores of the individual customers to its originated and acquired Vacation Interests notes receivable population and evaluates other factors such as economic conditions, industry trends, defaults and past due agings to analyze the adequacy of the allowance. Any adjustments to the allowance for Vacation Interests notes receivable loss are recorded within Vacation Interests sales revenue.

The Company charges off Vacation Interests notes receivable upon the earliest of (i) the customer's account becoming over 180 days delinquent or (ii) the completion of cancellation or foreclosure proceedings. Once a delinquent customer has brought the account current following the event leading to the charge-off and makes six timely payments, the charge-off is reversed. A default in a customer's initial payment (after unsuccessful collection efforts) results in a cancellation of the sale. All collection and foreclosure costs related to delinquent loans are expensed as incurred.

The Vacation Interests notes receivable acquired in connection with the Company's strategic acquisitions are each accounted for separately as an acquired pool of loans. Any discount or premium associated with each pool of loans is amortized using an amortization method that approximates the effective interest method.

Due From and Due To Related Parties, net [Policy Text Block]

Due from Related Parties, Net and Due to Related Parties, Net—Amounts due from related parties, net, and due to related parties, net consist primarily of transactions with HOAs or Collection Associations for which the Company acts as the management company. See "Note 6—Transactions with Related Parties" for further detail. Due to the fact that the right of offset exists between the Company and the respective HOAs and Collection Associations, the Company evaluates amounts due to and from each HOA and Collection Association at each reporting period to present the balances as either a net due to or a net due from related parties in accordance with the requirements of ASC 210, “Balance Sheet—Offsetting.”

assets held for sale [Policy Text Block]

Assets Held for Sale—Assets held for sale are recorded at the lower of cost or their estimated fair value less costs to sell and are not subject to depreciation. Sale of the assets classified as such is probable, and transfer of the assets is expected to qualify for recognition as a completed sale, generally within one year of the balance sheet date. See "Note 13—Assets Held for Sale" for further information.

unsold vacation interests [Policy Text Block]

Unsold Vacation Interests, Net—Unsold VOIs are valued at the lower of cost or fair market value. The cost of unsold VOIs includes acquisition costs, hard and soft construction costs (which are comprised of architectural and engineering costs incurred during construction), the cost incurred to recover inventory and other carrying costs (including interest, real estate taxes and other costs incurred during the construction period). The costs capitalized for recovered intervals differ based on a variety of factors, including the method of recovery and the timing of the original sale or loan origination. Costs are expensed to Vacation Interests cost of sales under the relative sales value method described above. In accordance with ASC 978, under the relative sales value method, cost of sales is calculated as a percentage of Vacation Interests sales revenue using a cost-of-sales percentage ratio of total estimated development costs to total estimated Vacation Interests sales revenue, including estimated future revenue and incorporating factors such as changes in prices and the recovery of VOIs (generally as a result of maintenance fee and Vacation Interests notes receivable defaults). In accordance with ASC 978, the selling, marketing and administrative costs associated with any sale, whether the original sale or subsequent resale of recovered inventory, are expensed as incurred, except for the direct selling costs which are deferred and recognized under the installment method until the buyer's commitment is satisfied, at which time the remaining amount of the sale is recognized.

In accordance with ASC 978, on a quarterly basis, the Company recalculates the total estimated Vacation Interests sales revenue and total estimated costs. The effects of changes in these estimates are accounted for as a current period adjustment so that the balance sheet at the end of the period of change and the accounting in subsequent periods are as they would have been if the revised estimates had been the original estimates. These adjustments can be material.

In North America, the Company capitalizes all maintenance fees and assessments paid to the HOAs and the Collection Associations related to the IRAAs into unsold Vacation Interests, net for the first two years of a member's maintenance fee delinquency. Following this two-year period, all assessments and maintenance fees paid under these agreements are expensed in Vacation Interests carrying cost, net until such time that the inventory is recovered. No entry is recorded upon the recovery of the delinquent inventory.

In Europe, the Company enters into informal inventory recovery arrangements similar to those in North America with the majority of the HOAs and the Collection Association for the European Collection. Accordingly, the Company capitalizes all maintenance fees and assessments paid to the HOAs and the Collection Association for the European Collection related to the inventory recovery arrangements into due from related parties-net for the first two years of a member's maintenance fee delinquency. Following this two-year period, all assessments and maintenance fees paid under these arrangements are expensed in Vacation Interests carrying cost, net until such time that the inventory is recovered. Once the delinquent inventory is recovered, the Company reclassifies the amounts capitalized in due from related parties, net to unsold Vacation Interests, net.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill—Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company does not amortize goodwill, but rather evaluates goodwill for potential impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit, as defined in ASC 350, "Intangibles—Goodwill" ("ASC 350"), is below the carrying amount.

Goodwill is tested using a two-step process. The first step of the goodwill impairment assessment, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill ("net book value"). If the fair value of a reporting unit exceeds its net book value, goodwill of the reporting unit is considered not impaired; thus, the second step of the impairment test is unnecessary. If net book value of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment assessment, used to measure the amount of impairment loss, if any, compares the implied fair value of reporting unit goodwill, which is determined in the same manner as the amount of goodwill recognized in a business combination, with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation—Assets and liabilities in foreign locations are translated into U.S. dollars using rates of exchange in effect at the end of the reporting period. Income and expense accounts are translated into U.S. dollars using average rates of exchange. The net gain or loss is shown as a translation adjustment and is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss). Holding gains and losses from foreign currency transactions are also included in the consolidated statements of operations and comprehensive income (loss).

Comprehensive Income, Policy [Policy Text Block]

Other Comprehensive Income (Loss)—Other comprehensive income (loss) includes all changes in equity from non-owner sources such as foreign currency translation adjustments and, through September 30, 2015, changes in accumulated obligation under the Company's defined benefit plan at its St. Maarten resorts. The defined benefit plan was deconsolidated from the Company's consolidated financial statements in the quarter ended September 30, 2015 in connection with the St. Maarten Deconsolidation. The Company accounts for other comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income."

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," which supersedes most of the current revenue recognition requirements ("ASU No. 2014-09"). The core principle of this guidance is that an entity will be required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers will also be required. Entities must adopt the new guidance using one of two retrospective application methods. The Company will adopt ASU No. 2014-09 as of its quarter ending March 31, 2018. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

In January 2015, the FASB issued ASU No. 2015-01, "Income Statement—Extraordinary and Unusual Items" ("ASU No. 2015-01"), which eliminates from U.S. GAAP the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. ASU No. 2015-01 simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. ASU No. 2015-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company will adopt ASU No. 2015-01 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation" ("ASU No. 2015-02"), which is intended to respond to stakeholders' concerns about the current accounting guidance for certain legal entities. The amendments update the analysis of consolidation for limited partnerships, contractual fee arrangements and investment funds, as well as include additional guidance on the effect of related parties. The amendments in ASU No. 2015-02 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The amendments in ASU No. 2015-02 may be applied retrospectively or using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company will adopt ASU No. 2015-02 as of its quarter ending March 31, 2016. The Company is currently evaluating the standard to determine the impact of its adoption on its financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest" ("ASU No. 2015-03"), which is intended to simplify the presentation of debt issuance costs. The amendments in ASU No. 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU No. 2015-03. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company will adopt ASU No. 2015-03 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will result in a reclassification between assets and liabilities but will have no other impact on its financial statements.

In April 2015, the FASB issued ASU No. 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software" ("ASU No. 2015-05"), which provides guidance to customers about whether a cloud computing arrangement includes a software license and, if so, how the software license element of the arrangement should be accounted for by the customer. ASU No. 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company will adopt ASU No. 2015-05 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments" ("ASU No. 2015-16"), which requires that an acquirer in a business combination recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU No 2015-16 also requires that the acquirer record, in the current period's financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU No. 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date, with earlier application permitted for financial statements that have not been issued. The Company will adopt ASU No. 2015-16 as of its quarter ending March 31, 2016. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes - Balance Sheet Classification of Deferred Taxes" ("ASU No. 2015-17"), which eliminates the current requirement for an entity to present deferred income tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in ASU No. 2015-17 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. The amendments may be applied prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company will adopt ASU No. 2015-17 as of its quarter ending March 31, 2017. The Company believes that the adoption of this update will not have a material impact on its financial statements.

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU No. 2016-01"). The amendments in ASU No. 2016-01 require changes to the measurement and presentation of certain equity investments, as well as to the disclosures pertaining to these equity investments. The amendments in ASU No. 2016-01 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The new guidance permits early adoption of certain provisions in the Update. The Company will adopt ASU No. 2016-01 as of its quarter ending March 31, 2018. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases" ("ASU No. 2016-02"). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the standard to determine the impact of the adoption of this guidance on its financial statements.

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Concentrations of Risk Concentrations of risk (Policies)

12 Months Ended

Dec. 31, 2015

Concentration Risk [Line Items]

Concentration Risk Disclosure [Text Block]

Concentrations of Risk

Credit Risk—The Company is exposed to on-balance sheet credit risk related to its Vacation Interests notes receivable. The Company offers financing to the buyers of VOIs and bears the risk of defaults on promissory notes delivered to it by buyers of VOIs. If a buyer of VOIs defaults, the Company generally attempts to resell such VOIs by exercise of a power of sale. The associated marketing, selling, and administrative costs from the original sale are not recovered, and such costs must be incurred again to resell the VOIs. Although in many cases the Company may have recourse against a buyer of VOIs for the unpaid price, certain states have laws that limit the Company’s ability to recover personal judgments against customers who have defaulted on their loans. The Company has generally not pursued this remedy.

The Company maintains cash, cash equivalents, cash in escrow, and restricted cash with various financial institutions. These financial institutions are located throughout North America, Europe and the Caribbean. A significant portion of the Company's cash is maintained with a select few banks and is, accordingly, subject to credit risk. Periodic evaluations of the relative credit standing of financial institutions maintaining the deposits are performed to evaluate and mitigate, if necessary, any credit risk.

Availability of Funding Sources—The Company has historically funded Vacation Interests notes receivable and unsold Vacation Interests with borrowings through its financing facilities and internally generated funds. Borrowings are in turn repaid with the proceeds received by the Company from repayments of such Vacation Interests notes receivable. To the extent that the Company is not successful in maintaining or replacing existing financings, it may have to curtail its sales and marketing operations or sell assets, thereby resulting in a material adverse effect on the Company’s results of operations, cash flows and financial condition.

Geographic Concentration—Portions of the Company's consumer loan portfolio are concentrated in certain geographic regions within the U.S. The deterioration of the economic condition and financial well-being of the regions in which the Company has significant loan concentrations could adversely affect the results of operations for its consumer loan portfolio business. The credit risk inherent in such concentrations is dependent upon regional and general economic stability, which affects property values and the financial well-being of the borrowers. As of December 31, 2015 and 2014, the Company's loans to California residents constituted 33.3% and 32.4%, respectively, of the consumer loan portfolio. No other state or foreign country concentration accounted for more than 10.0% of the portfolio.

Interest Rate Risk—Since a significant portion of the Company’s indebtedness bears interest at variable rates, any increase in interest rates beyond amounts covered under the Company’s derivative financial instruments, particularly if sustained, could have an adverse effect on the Company’s results of operations, cash flows and financial position.

The Company derives net interest income from its financing activities because the interest rates it charges its customers who finance the purchase of their VOIs exceed the interest rates the Company pays to its lenders. Since the Company’s customer receivables generally bear interest at fixed rates, increases in interest rates will erode the spread in interest rates that the Company has historically obtained.

During the years ended December 31, 2015, 2014 and 2013, the Company entered into a series of interest rate cap and swap agreements to manage its exposure to interest rate increases, all of which except the December 2015 Swap (discussed below) were terminated by December 31, 2015.

On December 11, 2015, as required by the Company's $200.0 million conduit facility that was most recently amended on July 1, 2015 (the "Conduit Facility"), the Company entered into an interest rate swap agreement to manage its exposure to fluctuations in interest rates, effective December 15, 2015 (the "December 2015 Swap"). The December 2015 Swap has a notional amount of $20.5 million and is scheduled to mature on December 20, 2025. The Company pays interest at a fixed rate of 2.38% based on a floating notional amount in accordance with a pre-determined amortization schedule, and receives interest based on one-month floating LIBOR. The December 2015 Swap did not qualify for hedge accounting. See "Note 16—Borrowings" for further detail on the Conduit Facility.

As of December 31, 2015, the fair value of the December 2015 Swap was calculated to be $0.1 million based on a valuation report provided by a counterparty. The fair value was recorded as a derivative liability with an offsetting charge to interest expense.

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Cash in Escrow and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2015

Cash in Escrow and Restricted Cash [Abstract]

Schedule of Restricted Cash and Cash Equivalents [Table Text Block]

Cash in escrow and restricted cash consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Securitization and Funding Facilities collection and reserve cash	$	50,943	$	39,784
Collected on behalf of St. Maarten and other HOAs	18,626		15,970
Escrow	13,423		9,830
Deposits related to Vacation Interests notes receivable servicing agreements	10,680		—
Bonds and deposits	883		882
Other	3,740		1,892
Total cash in escrow and restricted cash	$	98,295	$	68,358

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Vacation Interests Notes Receivable and Allowance (Tables)

12 Months Ended

Dec. 31, 2015

Accounts, Notes, Loans and Financing Receivable [Line Items]

Notes Receivable Balances Net of Reserves [Table Text Block]

were collateralized against the Company’s various borrowings included in "Securitization notes and Funding Facilities" in the accompanying consolidated balance sheets. See "Note 16—Borrowings" for further detail. Gross Vacation Interests notes receivable consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Vacation Interests notes receivables - securitized	$	688,777	$	552,400
Vacation Interests notes receivables - non-securitized	81,014		56,377
Total Vacation Interests notes receivable	$	769,791	$	608,777

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Vacation Interests notes receivable, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015			2014
Vacation Interests notes receivable, originated	$	744,532		$	567,564
Vacation Interests notes receivable, purchased	25,259			41,213
Vacation Interests notes receivable, gross	769,791			608,777
Allowance for loan and contract losses	(165,331		)	(130,639		)
Deferred profit on Vacation Interests transactions	(1,780		)	(1,625		)
Deferred loan and contract origination costs, net	15,546			12,253
Inventory value of defaulted mortgages that were previously purchased	4,152			9,587
Premium on Vacation Interests notes receivable, net - purchased	229			309
Vacation Interests notes receivable, net	$	622,607		$	498,662

Other receivables, net, consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Club dues receivable, net	$	25,028	$	27,160
Receivables related to Sampler Packages, net	14,723		17,516
Interest receivables associated with Vacation Interests notes receivable	7,919		6,382
Rental receivables and other resort management-related receivables, net	2,737		3,972
Insurance claims receivables	1,262		342
Tax refund receivables	—		2,070
Other receivables	4,117		2,379
Total other receivables, net of allowances of $12,300 and $10,052, respectively	$	55,786	$	59,821

Schedule of Financing Receivables, Minimum Payments [Table Text Block]

The following reflects the contractual principal maturities of originated and acquired Vacation Interests notes receivable for each of the following years (in thousands):

2016	$	65,710
2017	68,169
2018	71,997
2019	76,605
2020	81,810
2021 and thereafter	405,500
	$	769,791

Allowance for Credit Losses on Financing Receivables [Table Text Block]

Activity in the allowance associated with Vacation Interests notes receivable consisted of the following for the years ended December 31 (in thousands):

	2015			2014
Balance, beginning of year	$	130,639		$	105,590
Provision for uncollectible Vacation Interests sales (a)	80,380			56,970
Write offs, net	(45,688		)	(31,921		)
Balance, end of year	$	165,331		$	130,639

(a) The provision for uncollectible Vacation Interests sales shows activity in the allowance for loan and contract losses associated with Vacation Interests notes receivable and is exclusive of ASC 978 adjustments related to deferred revenue.

Financing Receivable Credit Quality Indicators [Table Text Block]

A summary of the credit quality and aging consisted of the following as of December 31 of each of the following years (in thousands):

As of December 31, 2015
FICO Scores	Current		31-60		61-90		91-120		121-150		151-180		Total
>799	$	75,647	$	751	$	193	$	338	$	204	$	287	$	77,420
700 - 799	397,264		7,589		3,497		2,938		1,879		2,533		415,700
600 - 699	213,818		8,444		3,653		3,893		2,841		2,100		234,749
<600	19,393		1,700		881		333		533		465		23,305
No FICO Scores	16,677		674		490		320		286		170		18,617
	$	722,799	$	19,158	$	8,714	$	7,822	$	5,743	$	5,555	$	769,791

As of December 31, 2014
FICO Scores	Current		31-60		61-90		91-120		121-150		151-180		Total
>799	$	56,005	$	487	$	215	$	190	$	143	$	155	$	57,195
700 - 799	305,636		4,276		1,338		1,396		1,335		1,050		315,031
600 - 699	178,550		6,313		2,687		2,034		1,891		1,674		193,149
<600	19,992		1,833		895		545		406		450		24,121
No FICO Scores	17,262		817		449		361		230		162		19,281
	$	577,445	$	13,726	$	5,584	$	4,526	$	4,005	$	3,491	$	608,777

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Transactions with Related Parties (Tables)

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

Due from related parties, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Amounts due from HOAs and Collection Associations	$	42,393	$	51,207
Amounts due from other	42		444
Total due from related parties, net	$	42,435	$	51,651

Due to related parties, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Amounts due to HOAs and Collection Associations	$	54,686	$	34,732
Amounts due to other	92		36
Total due to related parties, net	$	54,778	$	34,768

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Prepaid Expenses and Other Assets, Net (Tables)

12 Months Ended

Dec. 31, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Assets, Net

Prepaid expenses and other assets, net, consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Debt issuance costs, net	$	26,738	$	20,826
Deferred commissions	17,109		18,492
Vacation Interests purchases in transit	29,323		20,058
Other inventory or consumables	4,767		4,067
Prepaid maintenance fees	3,843		3,317
Prepaid member benefits and affinity programs	2,689		4,362
Prepaid insurance	2,670		2,764
Prepaid sales and marketing costs	2,601		2,393
Deposits and advances	2,635		3,186
Other	8,272		6,974
Total prepaid expenses and other assets, net	$	100,647	$	86,439

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Unsold Vacation Interests, Net (Tables)

12 Months Ended

Dec. 31, 2015

Unsold Vacation Interests, Net [Abstract]

Unsold Vacation Interests [Table Text Block]

Unsold Vacation Interests, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Completed unsold Vacation Interests, net	$	298,782	$	230,137
Undeveloped land	35,974		24,326
Vacation Interests construction in progress	23,522		7,709
Unsold Vacation Interests, net	$	358,278	$	262,172

Activity Related to unsold Vacation Interests [Table Text Block]

Activity related to unsold Vacation Interests, net, consisted of the following for the years ended December 31 of each of the following years (in thousands):

	2015			2014
Balance, beginning of year	$	262,172		$	298,110
Vacation Interests cost of sales	(28,721		)	(63,499		)
Purchases in connection with acquisitions	26,481			—
Inventory recovery	21,112			20,691
Construction in progress	18,175			3,474
Open market and bulk purchases	9,020			7,973
Capitalized legal, title and trust fees	15,609			5,601
Loan default recoveries related to business combinations	22,413			4,268
Transfers from (to) assets held for sale	12,488			(4,254		)
Effect of foreign currency translation	(2,810		)	(3,590		)
Transfer construction in progress to property and equipment	—			(5,995		)
Impairment of inventory	—			(181		)
Other	2,339			(426		)
Balance, end of year	$	358,278		$	262,172

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment, net consisted of the following as of December 31 of each of the following years (in thousands):

	2015			2014
Land and improvements	$	20,219		$	19,335
Buildings and leasehold improvements	60,281			44,320
Furniture and office equipment	21,845			19,248
Computer software	46,231			33,465
Computer equipment	19,146			15,641
Construction in progress	2,522			271
Property and equipment, gross	170,244			132,280
Less accumulated depreciation	(74,883		)	(61,409		)
Property and equipment, net	$	95,361		$	70,871

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill [Line Items]

Schedule of Goodwill [Table Text Block]

The changes in the carrying amount of goodwill are as follows (in thousands):

	Hospitality and Management Services		Vacation Interests Sales and Financing		Total Company
Balance as of December 31, 2014 - Island One Acquisition	$	30,165	$	467	$	30,632
Goodwill acquired during the year ended December 31, 2015:
Gold Key Acquisition	13,777		60,102		73,879
HM&C Acquisition	10		—		10
Total goodwill acquired during the year ended December 31, 2015	13,787		60,102		73,889
Balance as of December 31, 2015	$	43,952	$	60,569	$	104,521

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Other Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2015

Acquired Finite-Lived Intangible Assets [Line Items]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Other intangible assets, net consisted of the following as of December 31, 2015 (in thousands):

	Gross Carrying Cost		Accumulated Amortization			Net Book Value
Management contracts	$	226,515	$	(58,278	)	$	168,237
Member relationships and the Clubs	55,866		(39,298		)	16,568
Rental agreements	15,800		(823		)	14,977
Rights to develop inventory	11,600		(173		)	11,427
Marketing easement rights	8,717		(436		)	8,281
Distributor relationships and other	5,096		(2,396		)	2,700
	$	323,594	$	(101,404	)	$	222,190

Other intangible assets, net consisted of the following as of December 31, 2014 (in thousands):

	Gross Carrying Cost		Accumulated Amortization			Net Book Value
Management contracts	$	201,997	$	(45,218	)	$	156,779
Member relationships and the Clubs	55,784		(36,789		)	18,995
Distributor relationships and other	4,851		(1,839		)	3,012
	$	262,632	$	(83,846	)	$	178,786

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

Intangible assets purchased under the Master Agreement consisted of the following (dollars in thousands):

	Weighted Average Useful Life	Based on Appraisal
Marketing easement rights	20	$	8,717
Other intangibles	3	266
		$	8,983

In connection with the Gold Key Acquisition, which was completed on October 16, 2015, the Company recorded the following intangible assets (dollars in thousands):

	Weighted Average Useful Life	Based on Preliminary Appraisal
Management contracts	20	$	25,300
Rental agreements	4	15,800
Rights to develop inventory	14	11,600
Member relationships	6	360
		$	53,060

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2014

Accrued Liabilities Disclosure [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued liabilities consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Liability for unrecognized tax benefit	$	75,706	$	23,857
Accrued payroll and related	37,154		32,925
Accrued marketing expenses	24,885		14,953
Accrued commissions	22,774		17,496
Accrued other taxes	15,525		15,526
Gold Key inventory recovery agreement liability	12,371		—
Accrued insurance	7,795		5,703
Accrued professional fees	4,336		2,300
Accrued escrow liability	3,784		3,005
Accrued operating lease liabilities	3,309		3,503
Accrued exchange company fees	2,131		2,169
Accrued liability related to acquisitions	—		2,428
Other	11,892		10,815
Total accrued liabilities	$	221,662	$	134,680

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Deferred Revenues (Tables)

12 Months Ended

Dec. 31, 2015

Deferred Revenue Disclosure [Abstract]

Deferred Revenue, by Arrangement, Disclosure [Table Text Block]

Deferred revenues consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014
Deferred Sampler Packages revenue	$	66,285	$	64,403
Club deferred revenue	43,890		40,044
Accrued guest deposits	6,631		6,482
Deferred maintenance and reserve fee revenue at our St. Maarten resorts	—		7,552
Other	2,914		6,516
Total deferred revenues	$	119,720	$	124,997

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Borrowings (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

The following table presents selected information on the Company’s borrowings as of the dates presented below (dollars in thousands):

	December 31, 2015										December 31, 2014
	Principal Balance			Weighted Average Interest Rate	Maturity	Gross Amount of Vacation Interests Notes Receivable as Collateral		Borrowing / Funding Availability			Principal Balance
Senior Credit Facility	$	574,666		5.5%	5/9/2021	$	—	$	25,000		$	442,775
Original Issue discount related to Senior Credit Facilities	(4,735		)								(2,055		)
Notes payable-insurance policies	4,586			2.4%	Various	—		—			4,286
Notes payable-other	164			5.0%	Various	—		—			326
Total Corporate Indebtedness	574,681					—		25,000			445,332
Diamond Resorts Owner Trust Series 2015-2 (1)	172,583			3.1%	5/22/2028	180,090		—			—
Diamond Resorts Owner Trust Series 2014-1 (1)	140,256			2.6%	5/20/2027	151,096		—			247,992
Diamond Resorts Owner Trust Series 2015-1 (1)	126,776			2.8%	7/20/2027	133,860		—			—
Diamond Resorts Owners Trust 2013-2 (1)	84,659			2.3%	5/20/2026	94,065		—			131,952
Quorum Facility (1)	45,411			4.6%	12/31/2017	45,270		54,589		(2)	52,315
Diamond Resorts Owner Trust 2013-1 (1)	30,681			2.0%	1/20/2025	34,091		—			42,838
Conduit Facility (1)	22,538			2.8%	4/10/2017	24,200		177,462		(2)	—
Diamond Resorts Owner Trust 2011 (1)	12,073			4.0%	3/20/2023	12,752		—			17,124
Original issue discount related to Diamond Resorts Owner Trust Series 2011	(103		)			—		—			(156		)
Diamond Resorts Tempus Owner Trust 2013 (1)	7,884			6.0%	12/20/2023	13,353		—			17,143
Total Securitization Notes and Funding Facilities	642,758					688,777		232,051			509,208
Total	$	1,217,439				$	688,777	$	257,051		$	954,540
(1) Non-recourse indebtedness
(2) Borrowing / funding availability is calculated as the difference between the maximum commitment amount and the outstanding principal balance; however, the actual availability is dependent on the amount of eligible loans that serve as the collateral for such borrowings.

Schedule of Maturities of Long-term Debt [Table Text Block]

The anticipated maturities of the Company’s borrowings under the Senior Credit Facility, securitization notes, Funding Facilities and notes payable are as follows (in thousands) and do not include the use of any proceeds from potential debt or equity transactions during 2016 to pay down borrowings:

Due in the year ending December 31:

2016	$	142,590
2017	166,786
2018	81,981
2019	62,943
2020	45,440
2021 and thereafter	722,537
Total contractual obligations	1,222,277
Unamortized original issue discounts, net	(4,838		)
Total borrowings as of December 31, 2015	$	1,217,439

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Contingency [Line Items]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The components of the provision for income taxes are summarized as follows as of December 31 of each of the following years (in thousands):

	2015			2014			2013
Current:
Federal	$	1,039		$	—		$	—
State	2,114			393			138
Foreign	926			1,560			2,375
Total current provision for income taxes	4,079			1,953			2,513
Deferred:
Federal	40,424			18,227			8,964
State	3,950			4,365			2,859
Foreign	(8,838		)	2,839			(5,518		)
Total deferred provision for income taxes before change in valuation allowance	35,536			25,431			6,305
Increase (decrease) in valuation allowance	8,013			(1,007		)	(3,041		)
Total deferred provision for income taxes	43,549			24,424			3,264
Unrecognized tax benefit	54,542			23,857			—
Provision for income taxes	$	102,170		$	50,234		$	5,777

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

Income before income taxes is comprised of the following as of December 31 of each of the following years (in thousands):

	2015			2014			2013
Domestic	$	271,441		$	121,039		$	4,599
Foreign	(19,793		)	(11,348		)	(1,347		)
Income before income taxes	$	251,648		$	109,691		$	3,252

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The reconciliation between the statutory provision for income taxes and the actual provision for income taxes is shown as follows for the years ended December 31 for each of the following years (in thousands):

	2015			2014			2013
Income tax expense at U.S. federal statutory rate of 35%	$	88,077		$	38,393		$	1,138
State tax expense, net of federal effect	5,343			3,083			1,315
Tax impact of contributed entities	—			—			7,877
Stock-based compensation issued to non U.S. recipients	566			219			435
(Income) loss of pass-through entities not taxed at corporate entity level	(714		)	(111		)	1,142
Tax impact of non-U.S. disregarded entities	—			(1,119		)	(286		)
Rate differences between U.S. and foreign tax jurisdictions	2,807			1,649			2,046
Deferred balance adjustments	—			5,381			(390		)
Permanent differences	978			3,746			(3,441		)
Tax effect of gain on bargain purchase from acquisitions	—			—			(1,018		)
Change in valuation allowance	8,013			(1,007		)	(3,041		)
Other	(2,900		)	—			—
Provision for income taxes	$	102,170		$	50,234		$	5,777

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The company's deferred tax assets and liabilities are as follows as of December 31 of each of the following years (in thousands):

	2015			2014
Allowance for losses	$	66,743		$	54,247
Deferred profit	18,282			22,349
Net Operating Loss carryover	80,832			124,674
Accrued expenses and prepaid assets	31,655			22,740
Minimum tax credit	77,918			25,733
Other	35,836			18,177
Total gross deferred tax assets	311,266			267,920
Valuation allowance	(65,893		)	(60,044		)
Total net deferred tax assets	245,373			207,876
Installment sales	243,434			193,106
Intangible assets	32,372			14,072
Unsold Vacation Interests adjustments	53,764			47,525
Other	8,055			—
Total deferred tax liability	337,625			254,703
Net deferred tax liability	$	(92,252	)	$	(46,827	)

Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table Text Block]

The following table summarizes the activity related to the Company's unrecognized tax benefits (in thousands):

	Amount
Balance as of December 31, 2013	$	—
Increases related to tax positions taken during the current period	23,857
Balance as of December 31, 2014	23,857
Increase related to tax positions taken during a prior period	4,125
Increases related to tax positions taken during the current period	49,753
Balance as of December 31, 2015	$	77,735

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Commitments and Contingencies Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Loss Contingencies [Line Items]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

As of December 31, 2015, future minimum lease payments on operating leases were as follows (in thousands):

Year ending December 31:
2016	$	15,461
2017	11,184
2018	8,092
2019	3,624
2020	2,802
2021 and thereafter	4,153
	$	45,316

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Fair Value Measurements Estimated fair values (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Measurements [Abstract]

Schedule of Derivative Instruments [Table Text Block]

The following table summarizes the information regarding the Company's derivative instruments as of the dates presented below (in thousands):

	December 31, 2015				December 31, 2014
	Carrying Value		Total Estimated Fair Value		Carrying Value		Total Estimated Fair Value
Liabilities:
Interest rate swap agreement (a)	$	146	$	146	$	—	$	—
Total Liabilities	$	146	$	146	$	—	$	—

(a) Values associated with the December 2015 Swap are presented under the derivative liabilities category of the accompanying consolidated balance sheet.

Fair Value, by Balance Sheet Grouping [Table Text Block]

The carrying values and estimated fair values of the Company's financial instruments as of December 31, 2014 were as follows (in thousands):

	Carrying Value		Total Estimated Fair Value		Estimated Fair Value (Level 2)		Estimated Fair Value (Level 3)
Assets:
Vacation Interests notes receivable, net	$	498,662	$	498,662	$	—	$	498,662
Total assets	$	498,662	$	498,662	$	—	$	498,662
Liabilities:
Senior Credit Facility	$	440,720	$	440,720	$	440,720	$	—
Securitization notes and Funding Facilities, net	509,208		512,706		512,706		—
Notes payable	4,612		4,612		4,612		—
Total liabilities	$	954,540	$	958,038	$	958,038	$	—

The carrying values and estimated fair values of the Company's financial instruments as of December 31, 2015 were as follows (in thousands):

	Carrying Value		Total Estimated Fair Value		Estimated Fair Value (Level 2)		Estimated Fair Value (Level 3)
Assets:
Vacation Interests notes receivable, net	$	622,607	$	622,607	$	—	$	622,607
Total assets	$	622,607	$	622,607	$	—	$	622,607
Liabilities:
Senior Credit Facility	$	569,931	$	569,931	$	569,931	$	—
Securitization notes and Funding Facilities, net	642,758		638,420		638,420		—
Notes payable	4,750		4,750		4,750		—
Total liabilities	$	1,217,439	$	1,213,101	$	1,213,101	$	—

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Stock Repurchase Program (Tables)

12 Months Ended

Dec. 31, 2015

Equity, Class of Treasury Stock [Line Items]

Class of Treasury Stock [Table Text Block]

The following table summarizes stock repurchase activity under the Stock Repurchase Program (cost in thousands):

	Shares		Cost		Average Price Per Share
From inception through December 31, 2014	642,900		$	16,077	$	25.01
For the year ended December 31, 2015 (a)	5,713,554		163,545		$	28.62
Total from inception through December 31, 2015 (a)	6,356,454	(b)	$	179,622	$	28.26

(a) Includes the purchase of 1,515,582 shares from the underwriter for $50 million in the March 2015 Secondary Offering at the price of $32.99 per share.

(b) Shares of common stock repurchased by the Company pursuant to the Stock Repurchase Program. As of December 31, 2015, 4,134,071 of the repurchased shares held in treasury at the average price of $28.92 per share had been retired.

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2015

Stock-Based Compensation [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value per share information, including related assumptions, used to determine compensation cost for the Company’s non-qualified stock options consistent with the requirements of ASC 718 and ASC 505, consisted of the following as of December 31, of each of the following years:

	2015			2014						2013
	Company Employees			Non-Employees			Company Employees			Non-Employees			Company Employees
Weighted average fair value per share	$	10.2		$	14.9		$	8.1		$	8.9		$	7.5
Expected stock price volatility	45.7		%	52.8		%	52.8		%	49.8		%	52.9		%
Expected option life (years)	5.91			6.00			6.00			9.13			6.51
Risk-free interest rate	1.7		%	1.7		%	1.7		%	2.4		%	1.8		%
Expected annual dividend yield	—		%	—		%	—		%	—		%	—		%

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

Stock option activity related to stock option grants issued to the employees of the Company during the year ended December 31, 2015 was as follows:

	Company Employees
	Options  (In thousands)		Weighted-Average Exercise Price (Per Share)		Weighted-Average Remaining Contractual Term  (Years)	Aggregate Intrinsic Value  (In thousands)
Outstanding at January 1, 2015	7,868		$	15.02	8.8	$	101,336
Granted	1,117		$	32.05
Exercised	(188	)	$	15.59
Forfeited	(31	)	$	23.79
Outstanding at December 31, 2015	8,766		$	17.20	7.9	$	72,840
Exercisable at December 31, 2015	6,219		$	14.62	7.6	$	67,756

Schedule of Nonvested Share Activity [Table Text Block]

The following table summarizes the Company’s unvested stock option activity for the year ended December 31, 2015:

	Company Employees
	Options (In thousands)		Weighted-Average Exercise Price  (Per Share)
Unvested at January 1, 2015	2,536		$	16.37
Granted	1,117		$	32.05
Vested	(1,075	)	$	17.32
Forfeited	(31	)	$	23.79
Unvested at December 31, 2015	2,547		$	23.51

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

The following table summarizes the activity related to the Stock Unit Issuances during the year ended December 31, 2015:

	Restricted Stock				Restricted Stock Units				Deferred Stock
	Shares    (In thousands)		Weighted-Average Exercise Price (Per Share)		Units (In thousands)		Weighted-Average Exercise Price (Per Share)		Units (In thousands)		Weighted-Average Exercise Price (Per Share)
Unvested at January 1, 2015	44		$	16.92	—		$	—	—		$	—
Granted	157		$	32.69	86		$	32.69	12		$	32.72
Vested/Converted to common stock	(25	)	$	21.19	(8	)	$	32.69	(12	)	$	32.72
Forfeited	(16	)	$	28.36	—		$	—	—		$	—
Unvested at December 31, 2015	160		$	30.58	78		$	32.69	—		$	32.72

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

The following table summarizes the effect of the stock-based compensation expense for the year ended December 31, 2013 (in thousands):

	Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total
Management and member services	$	860	$	—	$	—	$	860
Advertising, sales and marketing	—		2,105		—		2,105
Vacation Interests carrying cost, net	—		208		—		208
Loan portfolio	—		316		—		316
General and administrative	—		—		37,044		37,044
Total	$	860	$	2,629	$	37,044	$	40,533

The following table summarizes the Company’s stock-based compensation expense for the years ended December 31, 2015, 2014 and 2013 (in thousands).

	2015		2014		2013
Non-employee stock option grants	$	—	$	7,619	$	32,940
Company employee grants	13,623		7,681		7,218
Non-employee director grants	1,325		902		375
Total	$	14,948	$	16,202	$	40,533

The following table summarizes the effect of the stock-based compensation expense for the years ended December 31, 2015 and 2014 (in thousands):

	Year Ended December 31, 2015								Year Ended December 31, 2014
	Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total		Hospitality and Management Services		Vacation Interest Sales and Financing		Corporate and Other		Total
Management and member services	$	1,307	$	—	$	—	$	1,307	$	1,613	$	—	$	—	$	1,613
Advertising, sales and marketing	—		2,440		—		2,440		—		2,198		—		2,198
Vacation Interests carrying cost, net	—		232		—		232		—		267		—		267
Loan portfolio	—		373		—		373		—		423		—		423
General and administrative	—		—		10,596		10,596		—		—		11,701		11,701
Total	$	1,307	$	3,045	$	10,596	$	14,948	$	1,613	$	2,888	$	11,701	$	16,202

Deferred Charges, Policy [Policy Text Block]

The following table summarizes the Company’s unrecognized stock-based compensation expense as of December 31, 2015 (dollars in thousands):

	Options		Restricted Stock		Restricted Stock Units		Deferred Stock		Total
Unrecognized stock-based compensation expense	$	20,093	$	3,968	$	2,247	$	149	$	26,457
Weighted-average remaining amortization period (in years)	1.4		2.3		2.4		0.4		1.6

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Accumulated Other comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2015

Accumulated Other Comprehensive Income [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The components of accumulated other comprehensive income (loss) are as follows:

	Cumulative Translation Adjustment			Post-retirement Benefit Plan			Other			Total
Balance, December 31, 2012	$	(16,714	)	$	—		$	(19	)	$	(16,733	)
Period change	2,543			(2,064		)	77			556
Balance, December 31, 2013	(14,171		)	(2,064		)	58			(16,177		)
Period change	(3,545		)	171			(10		)	(3,384		)
Balance, December 31, 2014	(17,716		)	(1,893		)	48			(19,561		)
Period change	(2,466		)	1,893			(17		)	(590		)
Balance, December 31, 2015	$	(20,182	)	$	—		$	31		$	(20,151	)

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Net income (loss) per share Net income (loss) per share (Tables)

12 Months Ended

Dec. 31, 2015

Net income (loss) per share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The table below sets forth the computation of basic and diluted net income (loss) per share as of December 31 of each of the following years (in thousands, except per share amounts):

	2015		2014		2013
Computation of Basic Net Income (Loss) Per Share:
Net income (loss)	$	149,478	$	59,457	$	(2,525	)
Weighted average shares outstanding	72,881		75,466		63,704
Basic net income (loss) per share	$	2.05	$	0.79	$	(0.04	)
Computation of Diluted Net Income (Loss) Per Share:
Net income (loss)	$	149,478	$	59,457	$	(2,525	)
Weighted average shares outstanding	72,881		75,466		63,704
Effect of dilutive securities:
Restricted stock and RSUs (a)	24		14		—
Options to purchase common stock	2,574		1,467		—
Shares for diluted net income per share	75,479		76,947		63,704
Diluted net income (loss) per share	$	1.98	$	0.77	$	(0.04	)

    (a) Includes unvested dilutive restricted stock and RSUs that are subject to future forfeitures.

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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2015

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed from the Gold Key Companies at the acquisition date based on the appraisals as of October 16, 2015 (in thousands):

	Based on Preliminary Appraisal
Consideration:
Cash	$	167,500
Fair value of total consideration transferred	167,500
Recognized amounts of identifiable assets acquired and liabilities assumed as of October 16, 2015:
Cash and cash equivalents	$	66
Restricted cash	47
Due from related parties, net	766
Other receivables, net	69
Prepaid expenses and other assets, net	15,904
Unsold Vacation Interests	26,481
Property and equipment	15,329
Other intangible assets	53,060
Total assets	111,722
Liabilities assumed	18,101
Total identifiable net assets	93,621
Goodwill	$	73,879

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

Acquired intangible assets consist of the following (dollar amounts in thousands):

	Weighted Average Useful Life in Years	Based on Preliminary Appraisal
Management contracts	20	$	25,300
Rental agreements	4	15,800
Rights to develop inventory	14	11,600
Member relationships	6	360
Total acquired intangible assets		$	53,060

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Employee Benefit Plan (Tables)

12 Months Ended

Dec. 31, 2015

Post-retirement Benefit Plan [Abstract]

Compensation and Employee Benefit Plans [Text Block]

The following table sets forth for each of the years ended December 31, 2015 and 2014, respectively, the amount of claims incurred during such period, changes in accruals during such period for claims incurred during prior periods, and the amount of payments made in such period (in thousands):

Balance as of December 31, 2013	$	2,572
Claims incurred during the current year	16,141
Change in accruals for claims incurred during prior years	(2,118		)
Payments made	(13,913		)
Balance as of December 31, 2014	2,682
Claims incurred during the current year	18,145
Change in accruals for claims incurred during prior years	(2,094		)
Payments made	(15,195		)
Balance as of December 31, 2015	$	3,538

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Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2015

Segment Reporting Information [Line Items]

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

The following table reflects total revenue and assets by geographic area for the years ended on, or as of, the dates presented below (in thousands):

	For the Years Ended December 31,
	2015		2014		2013
Revenue
United States	$	886,721	$	731,171	$	610,116
Foreign	67,319		113,395		119,672
Total Revenues	$	954,040	$	844,566	$	729,788

	As of December 31,
	2015		2014
Vacation Interests notes receivable, net
United States	$	621,244	$	496,691
Foreign	1,363		1,971
Total Vacation Interests notes receivable, net	$	622,607	$	498,662
Unsold Vacation Interests, net
United States	$	277,563	$	198,869
Foreign	80,715		63,303
Total unsold Vacation Interests, net	$	358,278	$	262,172
Property and equipment, net
United States	$	84,408	$	59,038
Foreign	10,953		11,833
Total property and equipment, net	$	95,361	$	70,871
Goodwill
United States	$	104,521	$	30,632
Foreign	—		—
Total goodwill	$	104,521	$	30,632
Other intangible assets, net
United States	$	218,990	$	174,021
Foreign	3,200		4,765
Total other intangible assets, net	$	222,190	$	178,786
Total long-term assets, net
United States	$	1,306,726	$	959,251
Foreign	96,231		81,872
Total long-term assets, net	$	1,402,957	$	1,041,123

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following table presents revenues, income before provision for income taxes, interest revenue and interest expense for the Company's reportable segments for the periods presented below (in thousands):

	For the Years Ended December 31,
	2015			2014			2013
Revenues:
Hospitality and management services	$	187,747		$	199,298		$	175,423
Vacation Interests sales and financing	764,963			643,719			552,922
Corporate and other	1,330			1,549			1,443
Total revenues	$	954,040		$	844,566		$	729,788
Income before provision for income taxes
Hospitality and management services	$	137,509		$	129,402		$	102,072
Vacation Interests sales and financing	291,416			202,915			159,392
Corporate and other	(177,277		)	(222,626		)	(258,212		)
Income before provision for income taxes	$	251,648		$	109,691		$	3,252
Interest Revenue:
Hospitality and management services	$	—		$	—		$	—
Vacation Interests sales and financing	78,989			66,849			55,601
Corporate and other	1,330			1,549			1,443
Total interest revenue	$	80,319		$	68,398		$	57,044
Interest Expense:
Hospitality and management services	$	—		$	—		$	—
Vacation Interests sales and financing	16,895			15,072			16,411
Corporate and other	31,581			41,871			72,215
Total interest expense	$	48,476		$	56,943		$	88,626

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Loss on extinguishment of debt (Tables)

12 Months Ended

Dec. 31, 2015

Extinguishment of Debt [Line Items]

Schedule of Extinguishment of Debt [Table Text Block]

Loss on extinguishment of debt consisted of the following as of December 31 of each of the following years (in thousands):

	Year Ended December 31,
	2015		2014		2013
Senior Secured Notes	$	—	$	45,767	$	8,443
Previous revolving credit facility	—		932		—
Three inventory loans previously entered into in connection with certain acquisitions	—		108		—
Two acquisition loans previously entered into in connection with certain acquisitions	—		—		4,940
Redemption of notes issued under a previous securitization transaction completed in 2009	—		—		2,201
Miscellaneous notes payable	—		—		20
Total loss on extinguishment of debt	$	—	$	46,807	$	15,604

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Impairments and Other Write-offs (Tables)

12 Months Ended

Dec. 31, 2015

Restructuring Cost and Reserve [Line Items]

Details of Impairment of Long-Lived Assets Held and Used by Asset [Table Text Block]

Impairment and other write-offs consisted of the following as of December 31 of each of the following years (in thousands):

	2015		2014		2013
Write down of a parcel of real estate acquired in connection with a previous business combination to its fair value based on a market appraisal	$	—	$	—	$	1,200
Write off of abandoned inventory projects	—		181		—
Write off of sales materials due to obsolescence	—		10		307
Write down of two European resorts held for sale to their fair value based on accepted offers	—		—		80
Write off of abandoned information technology projects previously capitalized	12		19		—
Write off of slow moving consumables inventory	—		30		—
Total impairments and other write-offs	$	12	$	240	$	1,587

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Quarterly results (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly results [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

	Three Months Ended									Year Ended
	March 31, 2014		June 30, 2014			September 30, 2014		December 31, 2014		December 31, 2014
Revenues	$	181,225	$	209,014		$	221,965	$	232,362	$	844,566
Income (loss) before provision (benefit) for income taxes	$	26,057	$	(2,074	)	$	46,460	$	39,248	$	109,691
Net income (loss)	$	14,010	$	(2,731	)	$	26,304	$	21,874	$	59,457
Net income (loss) per share—basic	$	0.19	$	(0.04	)	$	0.35	$	0.29	$	0.79
Net income (loss) per share—diluted	$	0.18	$	(0.04	)	$	0.34	$	0.28	$	0.77

Note: The sum of the net income (loss) per share for the four quarters differs from annual net income (loss) per share due to the required method of computing the weighted average shares in interim periods.

The following tables present the Company's unaudited quarterly results ($ in thousands except share data). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

	Three Months Ended								Year Ended
	March 31, 2015		June 30, 2015		September 30, 2015		December 31, 2015		December 31, 2015
Revenues	$	197,520	$	231,502	$	251,389	$	273,629	$	954,040
Income before provision for income taxes	$	45,500	$	64,329	$	62,307	$	79,512	$	251,648
Net income	$	25,975	$	36,870	$	36,897	$	49,736	$	149,478
Net income per share—basic	$	0.35	$	0.50	$	0.51	$	0.70	$	2.05
Net income per share—diluted	$	0.34	$	0.49	$	0.49	$	0.68	$	1.98

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Background, Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Oct. 16, 2015 USD ($)	Jul. 24, 2013 $ / shares shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2015 USD ($) resort_trust shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 USD ($)	May. 19, 2015 $ / shares
Stock Issued During Period, Shares, New Issues | shares		17,825,000
Share Price | $ / shares		$ 14.00					$ 32.69
Proceeds from issuance of common and preferred stock, net of related costs				$ 0	$ 0	$ 204,332
Common Stock, Shares, Issued | shares			71,928,002	71,928,002	75,732,088
Number Of Multi-Resort Trusts | resort_trust				1
Escrow			$ 13,423	$ 13,423	$ 9,830
Cash Equivalents, at Carrying Value			$ 12,600	$ 12,600
Location [Domain]
Other Parent Company Disclosures				35
Number of destinations [Domain]
Other Parent Company Disclosures				379
Branded resort properties [Domain]
Other Parent Company Disclosures				109
Managed Units [Member]
Other Parent Company Disclosures				12000
Affiliated Entity [Member]
Other Parent Company Disclosures				250
Cruise Itineraries [Domain]
Other Parent Company Disclosures			20
Multi-resort trust [Member]
Number Of Multi-Resort Trusts | resort_trust				8
Diamond Resorts International, Inc. [Member]
Stock Issued During Period, Shares, New Issues | shares		16,100,000
Cloobeck Diamond Parent [Member]
Common Stock, Shares, Issued | shares		1,725,000
Gold Key Acquisition [Member]
Business Combination, Contingent Consideration, Liability	$ 15,500
Payments to Acquire Businesses, Gross	167,500			$ 167,500
Escrow	$ 6,200
Gold Key Acquisition [Member] | Number of resorts acquired [Domain]
Other Parent Company Disclosures	six

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended			25 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Jul. 31, 2013
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Percentage of minimum downpayment for initial investment	10.00%
Advertising Expense	$ 10,300	$ 7,300	$ 6,200
Maximum [Member]
Related Party Transaction [Line Items]
Initiation of cancellation or foreclosure proceedings	180 days
Minimum [Member]
Related Party Transaction [Line Items]
Initiation of cancellation or foreclosure proceedings	91 days
island One Acquisition [Member]
Related Party Transaction [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price		$ 0
island One Acquisition [Member] | Diamond Resorts International, Inc. [Member]
Related Party Transaction [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price			$ 73,307	$ 73,300
management contracts [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Finite-Lived Intangible Asset, Useful Life	25 years
management contracts [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Customer Relationships [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Finite-Lived Intangible Asset, Useful Life	30 years
Customer Relationships [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Marketing Easement Rights [Member]
Related Party Transaction [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
Rights to Develop Inventory [Member]
Related Party Transaction [Line Items]
Finite-Lived Intangible Asset, Useful Life	14 years
Rental Agreements [Member]
Related Party Transaction [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years

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Concentrations of Risk (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 15, 2015	Dec. 11, 2015	Dec. 03, 2015
Debt Instrument, Face Amount					$ 150.0
Conduit 2008 [Member]
Debt Instrument, Face Amount				$ 200.0
December 2015 swap [Member]
Derivative, Notional Amount			$ 20.5
Derivative, Fixed Interest Rate			2.38%
Derivative Liability, Fair Value, Gross Liability			$ 0.1
Consumer Portfolio Segment [Member]
Concentration Risk, Market Risk	0.1
Consumer Portfolio Segment [Member] | CALIFORNIA
Concentration Risk, Geographic	0.3326	0.324

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Cash in Escrow and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 03, 2015	Oct. 16, 2015	Sep. 30, 2015	Dec. 31, 2014	Nov. 20, 2014	May. 09, 2014	Dec. 31, 2012
Restricted Cash and Cash Equivalents Items [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							$ 445,000
Debt Instrument, Face Amount		$ 150,000
Securitization and Funding Facilities collection and reserve cash	$ 50,943				$ 39,784
Collected on behalf of St. Maarten and other HOAs	18,626				15,970
Escrow	13,423				9,830
Deposits related to Vacation Interest notes receivable servicing agreements	10,680				0
Bonds and deposits	883				882
Other	3,740				1,892
Restricted Cash and Cash Equivalents	98,295				68,358
Quorum Facility [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 100,000			$ 100,000				$ 80,000
DROT 2014-1 [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Cash Reserve Deposit Required and Made					$ 4,400
Debt Instrument, Face Amount						$ 260,000
Gold Key Acquisition [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Escrow			$ 6,200

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Vacation Interests Notes Receivable and Allowance -Narrative (Details) - USD ($) $ in Thousands	12 Months Ended			60 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for Vacation Interests sales	$ (80,772)	$ (57,202)	$ (44,670)
Contract Receivable, Due after One Year, Lowest Interest Rate	6.00%			6.00%
Contract Receivable, Due after One Year, Highest Interest Rate	18.00%			18.00%
Contract Receivable, Due after One Year, Weighted Average Interest Rate	14.60%	14.80%		14.60%
Receivables Greater Than 90 Days	2.50%	2.00%		2.50%
Amortization of Deferred Loan Origination Fees, Net	$ 0	$ 8,900	$ 5,400
Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Mortgage Loans on Real Estate, Periodic Payment Terms	P2Y
Initiation of cancellation or foreclosure proceedings	91 days
Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Mortgage Loans on Real Estate, Periodic Payment Terms	P15Y			P10Y
Initiation of cancellation or foreclosure proceedings	180 days
Uncollectible Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for Vacation Interests sales	$ (80,380)	(56,970)
Write offs [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for Vacation Interests sales	$ (45,688)	$ (31,921)

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Vacation Interests Notes Receivable and Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	$ 769,791	$ 608,777
Allowance for Doubtful Accounts Receivable	165,331	130,639
Time Sharing Transactions, Deferred Profit	(18,282)	(22,349)
Deferred Finance Costs, Net	15,546	12,253
Defaulted Mortgage inventory Value	4,152	9,587
Receivable with Imputed Interest, Premium	229	309
Financing Receivable, Net	622,607	498,662
Contract Receivable, Due in Next Twelve Months	65,710
Contract Receivable, Due in Year Two	68,169
Contract Receivable, Due in Year Three	71,997
Contract Receivable, Due in Year Four	76,605
Contract Receivable, Due in Year Five	81,810
Contract Receivable, Due after Year Five	405,500
Allowances for Mortgage and Contract Receivables	165,331	130,639	$ 105,590
Provision for Doubtful Accounts	80,772	57,202	$ 44,670
Financing Receivable, Recorded Investment, Current	722,799	577,445
Originated Mortgages [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	744,532	567,564
Time Sharing Transactions, Deferred Profit	(1,780)	(1,625)
Purchased Mortgages [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	25,259	41,213
Greater than 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	77,420	57,195
Financing Receivable, Recorded Investment, Current	75,647	56,005
700 to 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	415,700	315,031
Financing Receivable, Recorded Investment, Current	397,264	305,636
600 to 699 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	234,749	193,149
Financing Receivable, Recorded Investment, Current	213,818	178,550
Less Than 600 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	23,305	24,121
Financing Receivable, Recorded Investment, Current	19,393	19,992
No FICO Score [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	18,617	19,281
Financing Receivable, Recorded Investment, Current	16,677	17,262
31-60 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	19,158	13,726
31-60 [Member] | Greater than 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	751	487
31-60 [Member] | 700 to 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	7,589	4,276
31-60 [Member] | 600 to 699 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	8,444	6,313
31-60 [Member] | Less Than 600 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	1,700	1,833
31-60 [Member] | No FICO Score [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	674	817
61-90 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	8,714	5,584
61-90 [Member] | Greater than 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	193	215
61-90 [Member] | 700 to 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	3,497	1,338
61-90 [Member] | 600 to 699 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	3,653	2,687
61-90 [Member] | Less Than 600 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	881	895
61-90 [Member] | No FICO Score [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	490	449
91-120 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	7,822	4,526
91-120 [Member] | Greater than 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	338	190
91-120 [Member] | 700 to 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	2,938	1,396
91-120 [Member] | 600 to 699 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	3,893	2,034
91-120 [Member] | Less Than 600 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	333	545
91-120 [Member] | No FICO Score [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	320	361
121-150 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	5,743	4,005
121-150 [Member] | Greater than 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	204	143
121-150 [Member] | 700 to 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	1,879	1,335
121-150 [Member] | 600 to 699 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	2,841	1,891
121-150 [Member] | Less Than 600 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	533	406
121-150 [Member] | No FICO Score [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	286	230
151-180 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	5,555	3,491
151-180 [Member] | Greater than 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	287	155
151-180 [Member] | 700 to 799 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	2,533	1,050
151-180 [Member] | 600 to 699 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	2,100	1,674
151-180 [Member] | Less Than 600 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	465	450
151-180 [Member] | No FICO Score [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Recorded Investment, Past Due	170	162
Securitized interest notes receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	688,777	552,400
Vacation Interest Notes Receivable - Non Securitized [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	$ 81,014	$ 56,377

XML

Transactions with Related Parties Related Party Transactions (Details) - USD ($)				12 Months Ended
	Mar. 11, 2015	Mar. 10, 2015	Jan. 06, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 03, 2015	Oct. 16, 2015	May. 19, 2015	Mar. 21, 2015	Jun. 09, 2014	Jul. 24, 2013	Apr. 27, 2011
Related Party Transaction [Line Items]
Due from Related Parties				$ 42,435,000	$ 51,651,000
Due to Related Parties				54,778,000	34,768,000
Management Fees Revenue				105,500,000	96,200,000	$ 81,100,000
Goodwill				104,521,000	30,632,000
Finite-Lived Intangible Assets, Gross				323,594,000	262,632,000			$ 53,060,000
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party				2,400,000	2,400,000	2,400,000
Debt and Capital Lease Obligations				$ 1,200,000	$ 1,178,000	1,178,000
Debt Instrument, Face Amount							$ 150,000,000
Common Stock, Shares, Issued				71,928,002	75,732,088
Share Price									$ 32.69			$ 14.00
Payments for Repurchase of Common Stock				$ 163,545,000	$ 16,077,000	0
DROT 2011 Notes [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount													$ 64,500,000
Debt Instrument, Interest Rate, Stated Percentage				4.00%									4.00%
Senior Notes [Member]
Related Party Transaction [Line Items]
Debt Instrument, Interest Rate, Stated Percentage											12.00%
HM&C [Member]
Related Party Transaction [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest			5.00%
HM&C Acquisition [Member]
Related Party Transaction [Line Items]
Goodwill			$ 10,000
Homeowners' Association [Member]
Related Party Transaction [Line Items]
Due from Related Parties				$ 42,393,000	51,207,000
Due to Related Parties				54,686,000	34,732,000
Other Related Parties [Member]
Related Party Transaction [Line Items]
Due from Related Parties				42,000	444,000
Due to Related Parties				92,000	36,000
Praesumo Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party				$ 1,800,000	1,700,000	2,000,000
Luumena [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party						200,000
Technogistics [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party						1,600,000
Trivergeance [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party						1,000,000
Mackinac Partners [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party					1,800,000	2,200,000
Related Party Transaction, Amounts of Transaction					0	0
Katten Muchin Rosenman LLP [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party					$ 3,400,000	$ 7,000,000
March 2015 offering [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party		$ 800,000
Common Stock, Shares, Issued		6,700,000								802,316
Treasury Stock, Shares, Acquired	1,515,582	1,515,582
Share Price		$ 32.99
Payments for Repurchase of Common Stock	$ 50,000,000	$ 50,000,000
Master Agreement [Member]
Related Party Transaction [Line Items]
Business Combination, Acquisition Related Costs			300,000
Master Agreement [Member] | Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			16,500,000
Finite-Lived Intangible Assets, Gross			8,983,000
Master Agreement [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Business Combination, Acquisition Related Costs			$ 7,800,000
Board of Directors Chairman [Member] | HM&C [Member]
Related Party Transaction [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest			95.00%
Minimum [Member] | Annual maintenance and assessment fees to HOAs and Collection Associations [Member]
Related Party Transaction [Line Items]
Property Management Fee, Percent Fee				30.00%
Maximum [Member] | Annual maintenance and assessment fees to HOAs and Collection Associations [Member]
Related Party Transaction [Line Items]
Property Management Fee, Percent Fee				100.00%
Hurricane [Member]
Related Party Transaction [Line Items]
Insurance Recoveries				$ 5,000,000

XML

Other Receivables, Net Other receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other receivables, net	$ 55,786	$ 59,821
Interest Receivable	7,919	6,382
Insurance Settlements Receivable	1,262	342
Other receivables, gross	4,117	2,379
Other Receivables, net of allowance	55,786	59,821
THE Club dues receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other receivables, net	25,028	27,160
Mini-Vacations and Sampler Programs revenue [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other receivables, net	14,723	17,516
Owner maintenance fees for St Maarten [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other receivables, net	2,737	3,972
Tax Refund Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Value Added Tax Receivable	$ 0	$ 2,070

XML

Other Receivables, Net (Details 2) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Other Receivables [Abstract]
Allowance for Doubtful Accounts, Premiums and Other Receivables	$ 12,300	$ 24,064

XML

Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Line Items]
Deferred Finance Costs, Current, Net	$ 26,738	$ 20,826
Deferred Sales Commission	17,109	18,492
Other Inventory, in Transit, Gross	29,323	20,058
Advances on Inventory Purchases	4,767	4,067
Prepaid maintenance fees	3,843	3,317
Prepaid Expense, Current	2,689	4,362
Prepaid Insurance	2,670	2,764
Prepaid Advertising	2,601	2,393
Deposits Assets	2,635	3,186
Other Prepaid Expense, Current	8,272	6,974
Prepaid Expense and Other Assets	100,647	86,439
Amortization of Financing Costs	$ 5,800	$ 4,600	$ 5,800

XML

Unsold Vacation Interests, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Oct. 16, 2015	Dec. 31, 2013
Completed unsold Vacation Interests, net	$ 298,782	$ 230,137
Undeveloped Land	35,974	24,326
Vacation Interest Construction in Progress	23,522	7,709
Inventory, Net	358,278	262,172		$ 298,110
Vacationinterestscostofsales	(28,721)	(63,499)
Deferred Inventory Recovery	21,112	20,691
Construction in progress	18,175	3,474
Open market and bulk purchases	9,020	7,973
Interest Costs Capitalized	15,609	5,601
Allowance for Doubtful Accounts Receivable, Recoveries	22,413	4,268
Transfers from assets held for sale	12,488	(4,254)
Property, Plant and Equipment, Transfers and Changes	0	(5,995)
Impairment of Real Estate	0	(181)
Other	2,339	(426)
Cabo, Mexico [Member]
Completed unsold Vacation Interests, net	5,700
Inventories [Member]
Effect on foreign currency translation	(2,810)	(3,590)
Gold Key Acquisition [Member]
Purchases in connection with Business combinations	$ 26,481	$ 0
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory			$ 26,481

XML

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Oct. 16, 2015
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 170,244	$ 132,280
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(74,883)	(61,409)
Property, Plant and Equipment, Net	95,361	70,871
Depreciation	16,200	13,200	$ 11,200
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	20,219	19,335
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	60,281	44,320
Furniture and office equipment [Domain]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	21,845	19,248
Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	46,231	33,465
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	19,146	15,641
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 2,522	$ 271
Minimum [Member] | Land, Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	four
Minimum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	three
Maximum [Member] | Land, Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	P40Y
Maximum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	seven
Gold Key Acquisition [Member]
Property, Plant and Equipment [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment				$ 15,329

XML

Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill	$ 104,521	$ 30,632
Goodwill acquired	73,889		$ 30,632
Hospitality and Management Services [Member]
Goodwill [Line Items]
Goodwill	43,952
Goodwill acquired	13,787
Vacation Interest Sales and Financing [Member]
Goodwill [Line Items]
Goodwill	60,569
Goodwill acquired	60,102
island One Acquisition [Member]
Goodwill [Line Items]
Goodwill acquired		0
island One Acquisition [Member] | Hospitality and Management Services [Member]
Goodwill [Line Items]
Goodwill		30,165
island One Acquisition [Member] | Vacation Interest Sales and Financing [Member]
Goodwill [Line Items]
Goodwill		$ 467
Gold Key Acquisition [Member]
Goodwill [Line Items]
Goodwill acquired	73,879
Gold Key Acquisition [Member] | Hospitality and Management Services [Member]
Goodwill [Line Items]
Goodwill acquired	13,777
Gold Key Acquisition [Member] | Vacation Interest Sales and Financing [Member]
Goodwill [Line Items]
Goodwill acquired	60,102
HM&C Acquisition [Member]
Goodwill [Line Items]
Goodwill acquired	10
HM&C Acquisition [Member] | Hospitality and Management Services [Member]
Goodwill [Line Items]
Goodwill acquired	10
HM&C Acquisition [Member] | Vacation Interest Sales and Financing [Member]
Goodwill [Line Items]
Goodwill acquired	$ 0

XML

Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Oct. 16, 2015	Jan. 06, 2015
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 323,594	$ 262,632		$ 53,060
Finite-Lived Intangible Assets, Accumulated Amortization	(101,404)	(83,846)
Finite-Lived Intangible Assets, Net	222,190	178,786
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill				53,060
Amortization of Intangible Assets	18,300	19,300	$ 17,000
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	20,700
Finite-Lived Intangible Assets, Amortization Expense, Year Two	19,800
Finite-Lived Intangible Assets, Amortization Expense, Year Three	19,400
Finite-Lived Intangible Assets, Amortization Expense, Year Four	18,600
Finite-Lived Intangible Assets, Amortization Expense, Year Five	15,300
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	128,400
Servicing Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	226,515	201,997
Finite-Lived Intangible Assets, Accumulated Amortization	(58,278)	(45,218)
Finite-Lived Intangible Assets, Net	168,237	156,779
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	55,866	55,784
Finite-Lived Intangible Assets, Accumulated Amortization	(39,298)	(36,789)
Finite-Lived Intangible Assets, Net	16,568	18,995
Rental Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	15,800
Finite-Lived Intangible Assets, Accumulated Amortization	(823)
Finite-Lived Intangible Assets, Net	$ 14,977
Finite-Lived Intangible Asset, Useful Life	4 years
Rights to Develop Inventory [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 11,600
Finite-Lived Intangible Assets, Accumulated Amortization	(173)
Finite-Lived Intangible Assets, Net	$ 11,427
Finite-Lived Intangible Asset, Useful Life	14 years
Contractual Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 8,717
Finite-Lived Intangible Assets, Accumulated Amortization	(436)
Finite-Lived Intangible Assets, Net	8,281
Distribution Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	5,096	4,851
Finite-Lived Intangible Assets, Accumulated Amortization	(2,396)	(1,839)
Finite-Lived Intangible Assets, Net	$ 2,700	$ 3,012
HM&C Acquisition [Member] | Contractual Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill					$ 8,717
HM&C Acquisition [Member] | Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill					266
HM&C Acquisition [Member] | Weighted Average [Member] | Contractual Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
HM&C Acquisition [Member] | Weighted Average [Member] | Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Gold Key Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill				53,060
Gold Key Acquisition [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill				360
Gold Key Acquisition [Member] | Rental Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill				15,800
Gold Key Acquisition [Member] | management contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill				25,300
Gold Key Acquisition [Member] | Developer rights [Member]
Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill				$ 11,600
Gold Key Acquisition [Member] | Weighted Average [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years
Gold Key Acquisition [Member] | Weighted Average [Member] | Rental Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Gold Key Acquisition [Member] | Weighted Average [Member] | Rights to Develop Inventory [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	14 years
Gold Key Acquisition [Member] | Weighted Average [Member] | management contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
Master Agreement [Member] | Board of Directors Chairman [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross					$ 8,983

XML

Assets Held for Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Long Lived Assets Held-for-sale [Line Items]
Assets Held-for-sale, Not Part of Disposal Group, Current	$ 1,672	$ 14,452
points equivalent to unsold units [Member] | Europe [Member]
Long Lived Assets Held-for-sale [Line Items]
Disposal Group, Including Discontinued Operation, Inventory	1,518	997
completed units [Member] | MEXICO
Long Lived Assets Held-for-sale [Line Items]
Real Estate Held-for-sale	154	5,855
Land [Member] | FLORIDA
Long Lived Assets Held-for-sale [Line Items]
Inventory, Land Held-for-sale	0	4,000
Land [Member] | HAWAII
Long Lived Assets Held-for-sale [Line Items]
Inventory, Land Held-for-sale	$ 0	$ 3,600

XML

Accrued Liabilities (Details) - USD ($) $ in Thousands	2 Months Ended
	Dec. 31, 2015	Oct. 16, 2015	Dec. 31, 2014
Accrued liabilities Line Items]
Liability for Uncertain Tax Positions, Noncurrent	$ 75,706		$ 23,857
Accrued payroll and related	37,154		32,925
Accrued marketing expenses	24,885		14,953
Accrued commissions	22,774		17,496
Accrued other taxes	15,525		15,526
Business Combination, Separately Recognized Transactions, Liabilities Recognized	12,371		0
Accrued insurance	7,795		5,703
Accrued professional fees	4,336		2,300
Escrow Liability	3,784		3,005
Accrued operating lease liabilities	3,309		3,503
Accrued exchange company fees	2,131		2,169
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	0		2,428
Other	11,892		10,815
Total accrued liabilities	221,662		$ 134,680
Gold Key Acquisition [Member]
Accrued liabilities Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other		$ 15,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities		$ 18,101
Loss Contingency Accrual, Payments	$ 3,100

XML

Deferred Revenues (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred Revenue Arrangement [Line Items]
Deferred Revenue	$ 119,720	$ 124,997
Mini-Vacations and Sampler Programs revenue [Member]
Deferred Revenue Arrangement [Line Items]
Deferred Revenue	66,285	64,403
Annual Membership Fees [Member]
Deferred Revenue Arrangement [Line Items]
Deferred Revenue	43,890	40,044
Accrued Guest Deposits [Domain]
Deferred Revenue Arrangement [Line Items]
Deferred Revenue	6,631	6,482
Maintenace and Reserve Fee Revenue [Member]
Deferred Revenue Arrangement [Line Items]
Deferred Revenue	0	7,552
Unbilled Revenues [Member]
Deferred Revenue Arrangement [Line Items]
Deferred Revenue	$ 2,914	$ 6,516

XML

Borrowings (Narrative) (Details) $ in Thousands											3 Months Ended	12 Months Ended
	Dec. 03, 2015 USD ($)	Jun. 26, 2015 USD ($) loan	Feb. 05, 2015	Nov. 20, 2014 USD ($)	Jun. 09, 2014 USD ($)	May. 09, 2014 USD ($)	Nov. 20, 2013 USD ($)	Sep. 28, 2013	Jan. 24, 2013 USD ($)	Apr. 28, 2011 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2015 USD ($)	Dec. 11, 2015 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2013 USD ($)	Sep. 20, 2013 USD ($)	Jan. 23, 2013 USD ($)	Dec. 31, 2012 USD ($)	Apr. 27, 2011 USD ($)
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum								8.00%
Long-term Debt, Gross	$ 150,000
Debt Instrument, Interest Rate, Effective Percentage	2.00%					0.50%
Long-term Debt, Description						P7Y
Line of Credit Facility, Expiration Period						5 years
Debt Instrument, Interest Rate Terms						one
Debt Instrument, Basis Spread on Variable Rate						45000.00%
Early Repayment of Senior Debt					$ 5,400
Debt Instrument, Restrictive Covenants	0.25
Cash and Cash Equivalents, at Carrying Value											$ 255,042	$ 290,510			$ 47,076			$ 27,101
Restricted Cash and Cash Equivalents											68,358	98,295
Bonds and deposits											882	883
Line of Credit Facility, Maximum Borrowing Capacity						$ 445,000
Long-term Debt, Gross											445,332
Debt Instrument, Unamortized Discount												(4,838)
Long-term Line of Credit											440,720	569,931
Debt Instrument, Unused Borrowing Capacity, Amount												257,051
Long-term Debt											954,540	$ 1,217,439
Financing Receivable, Credit Quality, Additional Information												.10
Senior Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment												$ 1,500
Debt Instrument, Covenant, Initial Excess Cash Flow Sweep, Percentage	50.00%
Step down excess cash flow sweep, percent	25.00%
Debt Instrument, Covenant, Maximum Secured Leverage Ratio For No Excess Cash Flow Sweep	1.5
Soft call provision	1.01
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity						$ 25,000
Senior Notes [Member]
Debt Instrument [Line Items]
Early Repayment of Senior Debt					$ 418,900
Debt Instrument, Interest Rate, Stated Percentage					12.00%
Debt Instrument, Unamortized Discount											0	0
Conduit 2008 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross													$ 200,000
Derivative, Floor Interest Rate			0.50%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.75%
Derivative, Basis Spread on Variable Rate		2.25%	2.75%
Number Of Timeshare Loans | loan		250
Repayments of Debt									$ 71,300	$ 36,400
Advance Rate for Securitization			88.00%
Debt Instrument, Renewal Period			364 days
Loans Pledged as Collateral												24,200
Secured Debt											0	$ 22,538
Debt, Weighted Average Interest Rate												2.80%
Line of Credit Facility, Remaining Borrowing Capacity												$ 177,462
June 2015 Cap [Member]
Debt Instrument [Line Items]
Restricted Cash and Cash Equivalents		$ 400
Percentage of total		75.00%
DROT 2011 Notes [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross																			$ 64,500
Debt Instrument, Interest Rate, Stated Percentage												4.00%							4.00%
Long-term Debt, Gross											17,124	$ 12,073
Debt Instrument, Unamortized Discount											(156)	(103)
Loans Pledged as Collateral												12,752
Line of Credit Facility, Remaining Borrowing Capacity												0
DROT 2013 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross																	$ 93,600
Long-term Debt, Gross											42,838	30,681
Loans Pledged as Collateral												$ 34,091
Debt, Weighted Average Interest Rate												2.00%					2.00%
Line of Credit Facility, Remaining Borrowing Capacity												$ 0
DRTOT 2013 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross																$ 31,000
Long-term Debt, Gross											17,143	7,884
Loans Pledged as Collateral												$ 13,353
Debt, Weighted Average Interest Rate												6.00%				6.00%
Line of Credit Facility, Remaining Borrowing Capacity												$ 0
DROT 2013-2 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross							$ 225,000
Repayments of Debt							$ 152,800
Restricted Cash and Cash Equivalents															$ 23,300
Long-term Debt, Gross												84,659
Loans Pledged as Collateral												$ 94,065
Debt, Weighted Average Interest Rate							2.29%					2.30%
Line of Credit Facility, Remaining Borrowing Capacity											131,952	$ 0
prefunding account [Member]
Debt Instrument [Line Items]
Bonds and deposits				$ 51,800			$ 44,700
DROT 2014 [Member]
Debt Instrument [Line Items]
Repayments of Debt				141,300
Long-term Debt, Gross												140,256
Loans Pledged as Collateral												$ 151,096
Debt, Weighted Average Interest Rate												2.60%
Line of Credit Facility, Remaining Borrowing Capacity											247,992	$ 0
DROT 2014-1 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross				$ 260,000
Debt, Weighted Average Interest Rate				2.58%
DROT 2014-1 Class A [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				2.50%
Asset-Backed Securities, at Carrying Value				$ 235,600
DROT 2014-1 Class B [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				3.00%
Asset-Backed Securities, at Carrying Value				$ 24,400
Quorum Facility [Member]
Debt Instrument [Line Items]
Repayments of Debt										$ 7,000
Line of Credit Facility, Maximum Borrowing Capacity												$ 100,000		$ 100,000				$ 80,000
Advance Rate for Securitization												86.20%
Loans Pledged as Collateral												$ 45,270
Secured Debt											$ 52,315	$ 45,411
Debt, Weighted Average Interest Rate												4.60%
Line of Credit Facility, Remaining Borrowing Capacity												$ 54,589
Notes Payable Insurance Policies [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage												2.70%
Loans Pledged as Collateral												$ 0
Debt, Weighted Average Interest Rate												2.40%
Line of Credit Facility, Remaining Borrowing Capacity												$ 0
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage												2.38%
Loans Pledged as Collateral												$ 0
Debt, Weighted Average Interest Rate												5.00%
Line of Credit Facility, Remaining Borrowing Capacity												$ 0
Notes payable software licenses [Member]
Debt Instrument [Line Items]
Fair Value Inputs, Discount Rate											5.00%
Variable Income Interest Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate						35000.00%
Maximum [Member] | Senior Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Secured Leverage Ratio For Decreased Cash Flow Sweep	2.00
Minimum [Member] | Senior Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Secured Leverage Ratio For Decreased Cash Flow Sweep	1.50
senior credit facility [Member]
Debt Instrument [Line Items]
Long term line of credit, amount outstanding, gross											$ 442,775	$ 574,666

XML

Borrowings (Details) - USD ($) $ in Thousands							12 Months Ended
	Dec. 03, 2015	Nov. 17, 2015	Jul. 29, 2015	Feb. 05, 2015	May. 09, 2014	Sep. 28, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 11, 2015	Sep. 30, 2015	Jun. 26, 2015	Nov. 20, 2014	Jun. 09, 2014	Nov. 20, 2013	Sep. 20, 2013	Jan. 23, 2013	Dec. 31, 2012	Apr. 27, 2011
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 150,000
Line of Credit Facility, Maximum Borrowing Capacity					$ 445,000
Debt Instrument, Interest Rate, Effective Percentage	2.00%				0.50%
Debt Instrument, Basis Spread on Variable Rate					45000.00%
Proceeds from issuance of note payable	$ 147,000						$ 0	$ 1,113	$ 5,357
Bonds and deposits							883	882
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum						6.00%
Long-term Debt, Gross								445,332
Debt Instrument, Unused Borrowing Capacity, Amount							257,051
Securitization Notes and Funding Facilities							642,758	509,208
Notes payable							4,750	4,612
Contractual Obligation, Due in Second Year							142,590
Long-term Debt, Maturities, Repayments of Principal in Year Two							166,786
Long-term Debt, Maturities, Repayments of Principal in Year Three							81,981
Long-term Debt, Maturities, Repayments of Principal in Year Four							62,943
Long-term Debt, Maturities, Repayments of Principal in Year Five							45,440
Contractual Obligation							1,222,277
Long-term Debt, Maturities, Repayments of Principal after Year Five							722,537
Debt Instrument, Unamortized Discount							(4,838)
Long-term Debt							1,217,439
Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage														12.00%
Debt Instrument, Unamortized Discount							0	0
Senior Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment							$ 1,500
Debt Instrument, Covenant, Initial Excess Cash Flow Sweep, Percentage	50.00%
Step down excess cash flow sweep, percent	25.00%
senior credit facility [Member]
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate							5.50%
Debt Instrument, Unamortized Discount							$ (4,735)	(2,055)
Conduit 2008 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount										$ 200,000
Debt Instrument, Renewal Period				364 days
Advance Rate for Securitization				88.00%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage				0.75%
Derivative, Basis Spread on Variable Rate				2.75%								2.25%
Secured Debt							22,538	0
Loans Pledged as Collateral							$ (24,200)
Debt, Weighted Average Interest Rate							2.80%
Line of Credit Facility, Remaining Borrowing Capacity							$ (177,462)
DROT 2011 Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount																			$ 64,500
Long-term Debt, Gross							$ 12,073	17,124
Debt Instrument, Interest Rate, Stated Percentage							4.00%												4.00%
Loans Pledged as Collateral							$ (12,752)
Line of Credit Facility, Remaining Borrowing Capacity							0
Debt Instrument, Unamortized Discount							(103)	(156)
Quorum Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							$ 100,000				$ 100,000							$ 80,000
Advance Rate for Securitization							86.20%
Secured Debt							$ 45,411	52,315
Loans Pledged as Collateral							$ (45,270)
Debt, Weighted Average Interest Rate							4.60%
Line of Credit Facility, Remaining Borrowing Capacity							$ (54,589)
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					$ 25,000
Line of Credit Facility, Fair Value of Amount Outstanding						$ 15,000
DROT 2013 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount																	$ 93,600
Long-term Debt, Gross							30,681	42,838
Loans Pledged as Collateral							$ (34,091)
Debt, Weighted Average Interest Rate							2.00%										2.00%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0
DRTOT 2013 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount																$ 31,000
Long-term Debt, Gross							7,884	17,143
Loans Pledged as Collateral							$ (13,353)
Debt, Weighted Average Interest Rate							6.00%									6.00%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0
DROT 2013-2 Class B [Member]
Debt Instrument [Line Items]
Asset-Backed Securities, at Carrying Value															$ 11,800
Debt Instrument, Interest Rate, Stated Percentage															2.60%
DROT 2013-2 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount															$ 225,000
Long-term Debt, Gross							84,659
Loans Pledged as Collateral							$ (94,065)
Debt, Weighted Average Interest Rate							2.30%								2.29%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0	(131,952)
DROT 2013-2 Class A [Member]
Debt Instrument [Line Items]
Asset-Backed Securities, at Carrying Value															$ 213,200
Debt Instrument, Interest Rate, Stated Percentage															2.30%
DROT 2014-1 Class A [Member]
Debt Instrument [Line Items]
Asset-Backed Securities, at Carrying Value													$ 235,600
Debt Instrument, Interest Rate, Stated Percentage													2.50%
DROT 2014-1 Class B [Member]
Debt Instrument [Line Items]
Asset-Backed Securities, at Carrying Value													$ 24,400
Debt Instrument, Interest Rate, Stated Percentage													3.00%
DROT 2014 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross							140,256
Loans Pledged as Collateral							$ (151,096)
Debt, Weighted Average Interest Rate							2.60%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0	(247,992)
DROT 2014-1 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount													$ 260,000
Debt, Weighted Average Interest Rate													2.58%
DROT 2015-1 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount			$ 170,000
Advance Rate for Securitization			96.00%
Long-term Debt, Gross							126,776	0
Loans Pledged as Collateral							$ (133,860)
Debt, Weighted Average Interest Rate			2.80%				2.80%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0
DROT 2015-2 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 180,000
Advance Rate for Securitization		96.00%
Bonds and deposits		$ 33,600
Long-term Debt, Gross							172,583	0
Loans Pledged as Collateral							$ (180,090)
Debt, Weighted Average Interest Rate		3.05%					3.10%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0
prefunding account [Member]
Debt Instrument [Line Items]
Bonds and deposits													$ 51,800		$ 44,700
Notes Payable Insurance Policies [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage							2.70%
Loans Pledged as Collateral							$ 0
Debt, Weighted Average Interest Rate							2.40%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0
Notes payable							$ 4,586	4,286
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage							2.38%
Loans Pledged as Collateral							$ 0
Debt, Weighted Average Interest Rate							5.00%
Line of Credit Facility, Remaining Borrowing Capacity							$ 0
Notes payable							164	326
senior credit facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity							(25,000)
DROT 2015 Class A [Member] | DROT 2015-1 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount			$ 158,500
Debt Instrument, Interest Rate, Stated Percentage			2.70%
DROT 2015 Class A [Member] | DROT 2015-2 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 159,400
Debt Instrument, Interest Rate, Stated Percentage		3.00%
DROT 2015 Class B [Member] | DROT 2015-1 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount			$ 11,500
Debt Instrument, Interest Rate, Stated Percentage			3.20%
DROT 2015 Class B [Member] | DROT 2015-2 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 20,600
Debt Instrument, Interest Rate, Stated Percentage		3.50%
Corporate Debt Securities [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross							574,681
Loans Pledged as Collateral							0
Securitization Loans and Funding Facilities [Member]
Debt Instrument [Line Items]
Loans Pledged as Collateral							(688,777)
Line of Credit Facility, Remaining Borrowing Capacity							(232,051)
Securitization Notes and Funding Facilities							642,758
Senior Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					$ 470,000
senior credit facility [Member]
Debt Instrument [Line Items]
Long term line of credit, amount outstanding, gross							$ 574,666	$ 442,775
Maximum [Member] | Senior Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Secured Leverage Ratio For Decreased Cash Flow Sweep	2.00

XML

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit)									$ 1,039	$ 0	$ 0
Current State and Local Tax Expense (Benefit)									2,114	393	138
Current Foreign Tax Expense (Benefit)									926	1,560	2,375
Current Income Tax Expense (Benefit)									4,079	1,953	2,513
Deferred Federal Income Tax Expense (Benefit)									40,424	18,227	8,964
Deferred State and Local Income Tax Expense (Benefit)									3,950	4,365	2,859
Deferred Foreign Income Tax Expense (Benefit)									(8,838)	2,839	(5,518)
Deferred income tax expense (benefit) before increase (decrease) in valuation allowance									35,536	25,431	6,305
Valuation Allowance, Deferred Tax Asset, Change in Amount									8,013	(1,007)	(3,041)
Deferred Income Tax Expense (Benefit)									43,549	24,424	3,264
Unrecognized Tax Benefits, Period Increase (Decrease)									54,542	23,857	0
Income Tax Expense (Benefit)									102,170	50,234	5,777
Income (Loss) from Continuing Operations before Income Taxes, Domestic									271,441	121,039	4,599
Income (Loss) from Continuing Operations before Income Taxes, Foreign									(19,793)	(11,348)	(1,347)
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	$ 79,512	$ 62,307	$ 64,329	$ 45,500	$ 39,248	$ 46,460	$ (2,074)	$ 26,057	251,648	109,691	$ 3,252
Valuation Allowance [Line Items]
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts	66,743				54,247				66,743	54,247
Time Sharing Transactions, Deferred Profit	18,282				22,349				18,282	22,349
Deferred Tax Assets, Operating Loss Carryforwards	80,832				124,674				80,832	124,674
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities	31,655				22,740				31,655	22,740
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax	77,918				25,733				77,918	25,733
Deferred Tax Assets, Other	35,836				18,177				35,836	18,177
Deferred Tax Assets, Gross	311,266				267,920				311,266	267,920
Deferred Tax Assets, Valuation Allowance	(65,893)				(60,044)				(65,893)	(60,044)
Deferred Tax Assets, Net of Valuation Allowance	245,373				207,876				245,373	207,876
Deferred Tax Liabilities, Tax Deferred Income	243,434				193,106				243,434	193,106
Deferred Tax Liabilities, Intangible Assets	32,372				14,072				32,372	14,072
Deferred Tax Assets, Inventory	53,764				47,525				53,764	47,525
Deferred Tax Liabilities, Other	8,055				0				8,055	0
Deferred Tax Liabilities, Gross	337,625				254,703				337,625	254,703
Deferred Tax Liabilities, Net	92,252				$ 46,827				92,252	$ 46,827
Federal [Member]
Valuation Allowance [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards	137,800								137,800
State and Local Jurisdiction [Member]
Valuation Allowance [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	159,100								159,100
foreign [Member]
Valuation Allowance [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	$ 113,000								$ 113,000

XML

Income Taxes Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ 88,077,000	$ 38,393,000	$ 1,138,000
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount	5,343,000	3,083,000	1,315,000
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount	566,000	219,000	435,000
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	0	5,381,000	(390,000)
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount	2,807,000	1,649,000	2,046,000
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount	978,000	3,746,000	(3,441,000)
Income Tax Expense (Benefit)	102,170,000	50,234,000	5,777,000
Unrecognized Tax Benefits	77,735,000	23,857,000	0
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions	4,125,000
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions	49,753,000		23,857,000
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	0
Unrecognized Tax Benefits, Interest on Income Taxes Accrued	700,000
foreign currency and rate change adjustment [Member] [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	0	0	7,877,000
income pass thru entities not taxed at corporate entity [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	(714,000)	(111,000)	1,142,000
tax impact of non U.S. disregarded entities [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	0	(1,119,000)	(286,000)
tax effect of gain on bargain purchase [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	0	0	(1,018,000)
Increase (decrease) in valuation allowance [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	8,013,000	(1,007,000)	(3,041,000)
Other [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	$ (2,900,000)	$ 0	$ 0

XML

Commitments and Contingencies (Details) $ in Thousands		12 Months Ended
	Jul. 29, 2015 resort_unit	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Loss Contingencies [Line Items]
Operating Leases, Rent Expense, Net		$ 25,200	$ 21,800	$ 21,100
Operating Leases, Income Statement, Sublease Revenue		(800)	$ (800)	$ (800)
Operating Leases, Future Minimum Payments Due, Next Twelve Months		15,461
Operating Leases, Future Minimum Payments, Due in Two Years		11,184
Operating Leases, Future Minimum Payments, Due in Three Years		8,092
Operating Leases, Future Minimum Payments, Due in Four Years		3,624
Operating Leases, Future Minimum Payments, Due in Five Years		2,802
Operating Leases, Future Minimum Payments, Due Thereafter		4,153
Operating Leases, Future Minimum Payments Due		45,316
Purchase Commitment, Remaining Minimum Amount Committed		3,900
Hurricane [Member]
Loss Contingencies [Line Items]
Insurance Recoveries		5,000
Kona, Hawaii Property [Member]
Loss Contingencies [Line Items]
Number Of Resort Units | resort_unit	144
Installments [Member] | Hurricane [Member]
Loss Contingencies [Line Items]
Insurance Recoveries		$ 6,000

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 15, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financing Receivable, Net	$ 622,607		$ 498,662
Notes payable	4,750		4,612
Total liabilities	1,722,064		1,310,427
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financing Receivable, Net	622,607		498,662
Long-term Line of Credit, Noncurrent	569,931		440,720
Securitization notes and Funding Facilities, net	642,758		509,208
Notes payable	4,750		4,612
Total liabilities	1,217,439		954,540
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financing Receivable, Net	622,607		498,662
Long-term Line of Credit, Noncurrent	569,931
Securitization notes and Funding Facilities, net	638,420		512,706
Notes payable	4,750		4,612
Total liabilities	1,213,101		958,038
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financing Receivable, Net	0		0
Long-term Line of Credit, Noncurrent	569,931		440,720
Securitization notes and Funding Facilities, net	638,420		512,706
Notes payable	4,750		4,612
Total liabilities	1,213,101		958,038
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financing Receivable, Net	622,607		498,662
Long-term Line of Credit, Noncurrent	0		0
Securitization notes and Funding Facilities, net	0		0
Notes payable	0		0
Total liabilities	0		0
December 2015 swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability, Fair Value, Gross Liability		$ 100
December 2015 swap [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability, Fair Value, Gross Liability	146		0
Total liabilities	146		0
December 2015 swap [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability, Fair Value, Gross Liability	146		0
Total liabilities	$ 146		$ 0

XML

Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	12 Months Ended			13 Months Ended
	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2015	Jul. 28, 2015	May. 19, 2015	Oct. 28, 2014	Jul. 24, 2013
Class of Stock [Line Items]
Stock Repurchase Program, Authorized Amount						$ 100,000		$ 100,000
Treasury Stock Acquired, Average Cost Per Share	$ 25.01	$ 28.62			$ 28.26
Payments for Repurchase of Common Stock		$ 163,545	$ 16,077	$ 0
Share Price							$ 32.69		$ 14.00
Treasury Stock, Shares, Retired		4,134,071
Revolving Credit Facility [Member]
Class of Stock [Line Items]
Stock Repurchase Program, Remaining Authorized Repurchase Amount		$ 3,500			$ 3,500
Price of repurchased shares held in treasury [Member]
Class of Stock [Line Items]
Share Price		$ 29			$ 29
Stock Repurchase Program [Member]
Class of Stock [Line Items]
Payments for Repurchase of Common Stock	$ 16,077	$ 163,545			$ 179,622
Treasury Stock, Value, Acquired, Cost Method	642,900	5,713,554			6,356,454

XML

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended			17 Months Ended
	May. 19, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Jan. 02, 2015	Jul. 24, 2013	Jul. 19, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Shares Authorized		250,000,000	250,000,000		250,000,000
Percentage shares vested					25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					75.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0.00%
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 32.69
Share Price	$ 32.69						$ 14.00
Stock Issued During Period, Shares, Restricted Stock Award, Gross		157,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(25,000)
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures		16,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price		$ 28.36
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 21.19
Shares, Outstanding		160,000	44,000		44,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price		$ 30.58	$ 16.92		$ 16.92
Allocated Share-based Compensation Expense		$ 14,948	$ 16,202	$ 40,533
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		5,300	$ 5,800	$ 14,700
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options		$ 26,457
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		1 year 7 months 6 days
Company employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		1,117,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number		6,219,000	7,868,000		7,868,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		(188,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		(31,000)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 32.05
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		$ 72,840	$ 101,336		$ 101,336
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		$ 67,756
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price		$ 14.62	$ 15.02		$ 15.02
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		7 years 7 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price		$ 17.20
Stock Issued During Period, Shares, Restricted Stock Award, Gross		1,117,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		8,766,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(1,075,000)
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures		(31,000)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price		$ 23.79
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 17.32
Shares, Outstanding		2,547,000				2,536,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price		$ 23.51				$ 16.37
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		7 years 10 months 24 days	8 years 9 months 18 days
Parent Company [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 10.2	$ 8.1	$ 7.5
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate		45.70%	52.80%	52.90%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		5 years 10 months 28 days	6 years	6 years 6 months 4 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		1.70%	1.70%	1.80%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0.00%	0.00%	0.00%
HM&C Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 14.9	$ 8.9
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate			52.80%	49.80%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term			6 years	9 years 1 month 17 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate			1.70%	2.40%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate			0.00%	0.00%
2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Shares Authorized		8,500,000
Common Stock, Capital Shares Reserved for Future Issuance		7,174,940
Company employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		$ 13,623	$ 7,681	$ 7,218
Board of Directors Chairman [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		1,325	902	375
HM&C Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	7,619	32,940
Hospitality and Management Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		1,307	1,613	860
Vacation Interest Sales and Financing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		3,045	2,888	2,629
Corporate and Other [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		10,596	11,701	37,044
Former holders of DRP BCU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Issued								3,760,215
Certain Eligible Persons [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	1,067,000				4,408,100
Management and member services [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		1,307	1,613	860
Management and member services [Member] | Hospitality and Management Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		1,307	1,613	860
Management and member services [Member] | Vacation Interest Sales and Financing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
Management and member services [Member] | Corporate and Other [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
7310 Services, Advertising [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		2,440	2,198	2,105
7310 Services, Advertising [Member] | Hospitality and Management Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
7310 Services, Advertising [Member] | Vacation Interest Sales and Financing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		2,440	2,198	2,105
7310 Services, Advertising [Member] | Corporate and Other [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
Vacation interest carrying costs, net [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		232	267	208
Vacation interest carrying costs, net [Member] | Hospitality and Management Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
Vacation interest carrying costs, net [Member] | Vacation Interest Sales and Financing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		232	267	208
Vacation interest carrying costs, net [Member] | Corporate and Other [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
Consumer Portfolio Segment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		373	423	316
Consumer Portfolio Segment [Member] | Hospitality and Management Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
Consumer Portfolio Segment [Member] | Vacation Interest Sales and Financing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		373	423	316
Consumer Portfolio Segment [Member] | Corporate and Other [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		10,596	11,701	37,044
General and Administrative Expense [Member] | Hospitality and Management Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
General and Administrative Expense [Member] | Vacation Interest Sales and Financing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		0	0	0
General and Administrative Expense [Member] | Corporate and Other [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense		$ 10,596	$ 11,701	$ 37,044
granted [Member] | Company employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 32.05
exercised [Member] | Company employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		15.59
forfeited [Member] | Company employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 23.79
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options		$ 20,093
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		1 year 4 months 24 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		86,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price		$ 32.69	$ 0.00		$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price		$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		78,000	0		0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(8,000)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 32.69
Deferred Compensation, Share-based Payments [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		12,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 32.72
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price		32.72	$ 0.00		$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price		$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		0	0		0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(12,000)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 32.72
Director [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options		$ 3,968
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		2 years 3 months 18 days
Director [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options		$ 2,247
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		2 years 4 months 24 days
Director [Member] | Deferred Compensation, Share-based Payments [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		$ 149
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		4 months 24 days

XML

Accumulated Other comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax		$ (17,716)	$ (14,171)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax		(1,893)	(2,064)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (20,151)	(19,561)	(16,177)	$ (16,733)
Currency translation adjustments, net of tax of $0	(2,466)	(3,545)	2,543
Post-retirement benefit plan, net of tax of $0	1,893	171	(2,064)
Other Comprehensive Income (Loss), Net of Tax	(17)	(10)	77
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(590)	(3,384)	556
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	(20,182)			(16,714)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	0			0
Accumulated Other Comprehensive Income (Loss), Net of Tax	31	48	58	$ (19)
Currency translation adjustments, net of tax of $0	(2,466)	(3,545)	2,543
Post-retirement benefit plan, net of tax of $0	1,893	171	(2,064)
Other Comprehensive Income (Loss), Net of Tax	$ (17)	$ (10)	$ 77

XML

Net income (loss) per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Net income (loss) per share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount									500		200
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net Income (Loss) Attributable to Parent	$ 49,736	$ 36,897	$ 36,870	$ 25,975	$ 21,874	$ 26,304	$ (2,731)	$ 14,010	$ 149,478	$ 59,457	$ (2,525)
Weighted Average Number of Shares Outstanding, Basic									72,881	75,466	63,704
Earnings Per Share, Basic	$ 0.70	$ 0.51	$ 0.50	$ 0.35	$ 0.29	$ 0.35	$ (0.04)	$ 0.19	$ 2.05	$ 0.79	$ (0.04)
Weighted Average Number of Shares Outstanding, Diluted									75,479	76,947	63,704
Earnings Per Share, Diluted	$ 0.68	$ 0.49	$ 0.49	$ 0.34	$ 0.28	$ 0.34	$ (0.04)	$ 0.18	$ 1.98	$ 0.77	$ (0.04)
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities									24	14	0
Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities									2,574	1,467	0

XML

Business Combinations (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 16, 2015	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Escrow		$ 13,423	$ 9,830
Due from Related Parties		42,435	51,651
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 53,060
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities		0	$ 2,428
Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	167,500	$ 167,500
Escrow	6,200
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	73,879
Business Combination, Contingent Consideration, Liability	15,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	66
Restricted Cash and Investments, Current	47
Due from Related Parties	766
Business Combination, Acquired Receivables, Gross Contractual Amount	69
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets	15,904
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory	26,481
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	15,329
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	53,060
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	111,722
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	18,101
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 93,621
Gold Key Acquisition [Member] | Number of resorts acquired [Domain]
Business Acquisition [Line Items]
Other Parent Company Disclosures	six
management contracts [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 25,300
Rental Agreements [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life		4 years
Rental Agreements [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	15,800
Rights to Develop Inventory [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life		14 years
Developer rights [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	11,600
Customer Relationships [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 360
Weighted Average [Member] | management contracts [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life		20 years
Weighted Average [Member] | Rental Agreements [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life		4 years
Weighted Average [Member] | Rights to Develop Inventory [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life		14 years
Weighted Average [Member] | Customer Relationships [Member] | Gold Key Acquisition [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life		6 years

XML

Employee Benefit Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent	50.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	6.00%
Defined Contribution Plan, Maximum Annual Contribution Per Employee, Percent	60.00%
Defined Contribution Plan, Cost Recognized	$ 3,300	$ 2,200	$ 1,800
Stop-loss insurance coverage	300
Employee-related Liabilities, Current	$ 3,538	2,682	2,572
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims	18,145	16,141
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense, Amount	(2,094)	(2,118)
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid	(15,195)	(13,913)
General Insurance Expense	$ 24,500	$ 20,600	$ 19,600

XML

Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenues	$ 273,629	$ 251,389	$ 231,502	$ 197,520	$ 232,362	$ 221,965	$ 209,014	$ 181,225	$ 954,040	$ 844,566	$ 729,788
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	79,512	$ 62,307	$ 64,329	$ 45,500	39,248	$ 46,460	$ (2,074)	$ 26,057	251,648	109,691	3,252
Interest Income, Operating									80,319	68,398	57,044
Interest Expense									$ 48,476	56,943	88,626
Entity-Wide Disclosure on Geographic Areas, Basis for Attributing Revenue to Countries									0.1
Financing Receivable, Net	622,607				498,662				$ 622,607	498,662
Inventory, Net	358,278				262,172				358,278	262,172	298,110
Property, Plant and Equipment, Net	95,361				70,871				95,361	70,871
Goodwill	104,521				30,632				104,521	30,632
Intangible Assets, Net (Excluding Goodwill)	222,190				178,786				222,190	178,786
Assets, Noncurrent	1,402,957				1,041,123				1,402,957	1,041,123
Hospitality and Management Services [Member]
Segment Reporting Information [Line Items]
Revenues									187,747	199,298	175,423
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest									137,509	129,402	102,072
Interest Income, Operating									0	0	0
Interest Expense									0	0	0
Goodwill	43,952								43,952
Vacation Interest Sales and Financing [Member]
Segment Reporting Information [Line Items]
Revenues					643,719				764,963		552,922
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest									291,416	202,915	159,392
Interest Income, Operating									78,989	66,849	55,601
Interest Expense									16,895	15,072	16,411
Goodwill	60,569								60,569
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Revenues					1,549				1,330		1,443
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest									(177,277)	(222,626)	(258,212)
Interest Income, Operating									1,330	1,549	1,443
Interest Expense									31,581	41,871	72,215
UNITED STATES
Segment Reporting Information [Line Items]
Revenues									886,721	731,171	610,116
Financing Receivable, Net	621,244				496,691				621,244	496,691
Inventory, Net	277,563				198,869				277,563	198,869
Property, Plant and Equipment, Net	84,408				59,038				84,408	59,038
Goodwill	104,521				30,632				104,521	30,632
Intangible Assets, Net (Excluding Goodwill)	218,990				174,021				218,990	174,021
Assets, Noncurrent	1,306,726				959,251				1,306,726	959,251
foreign [Member]
Segment Reporting Information [Line Items]
Revenues									67,319	113,395	$ 119,672
Financing Receivable, Net	1,363				1,971				1,363	1,971
Inventory, Net	80,715				63,303				80,715	63,303
Property, Plant and Equipment, Net	10,953				11,833				10,953	11,833
Goodwill	0				0				0	0
Intangible Assets, Net (Excluding Goodwill)	3,200				4,765				3,200	4,765
Assets, Noncurrent	$ 96,231				$ 81,872				$ 96,231	$ 81,872

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Segment Reporting Segment Reporting - Additional (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Provision for Doubtful Accounts	$ 80,772	$ 57,202	$ 44,670
Hospitality and Management Services [Member]
Segment Reporting Information [Line Items]
Provision for Doubtful Accounts	0	0	0
Vacation Interest Sales and Financing [Member]
Segment Reporting Information [Line Items]
Provision for Doubtful Accounts	80,772	57,202	44,670
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Provision for Doubtful Accounts	$ 0	$ 0	$ 0

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Loss on extinguishment of debt (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 09, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		$ 0	$ 46,807	$ 15,604
Debt Instrument, Unamortized Discount		4,838
Senior Notes [Member]
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt	$ (30,200)
Unamortized Debt Issuance Expense	9,400
Debt Instrument, Unamortized Discount	$ 6,100
Senior Notes [Member]
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		0	45,767	8,443
Debt Instrument, Unamortized Discount		0	0
2013 Revolving Credit Facility [Member]
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		0	932	0
ILXA Inventory Loan [Member]
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		0	108	0
DROT 2009 Notes [Member]
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		0	0	4,940
Tempus Acquisition Loan [Member]
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		0	0	2,201
Island one warehouse [Member]
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		$ 0	$ 0	$ 20

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Impairments and Other Write-offs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of Real Estate	$ 0	$ 181
Inventory Write-down	0	181	$ 0
Impairment of Long-Lived Assets Held-for-use	0	0	80
Capitalized Computer Software, Impairments	12	19
Other Asset Impairment Charges	0	30	0
Asset Impairment Charges	12	240	1,587
Europe [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Capitalized Computer Software, Impairments			0
541870 Advertising Material Distribution Services [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Inventory Write-down	0	10	307
PMR Acquisition [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of Real Estate	$ 0	$ 0	$ 1,200

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Quarterly results (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revenues	$ 273,629	$ 251,389	$ 231,502	$ 197,520	$ 232,362	$ 221,965	$ 209,014	$ 181,225	$ 954,040	$ 844,566	$ 729,788
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	79,512	62,307	64,329	45,500	39,248	46,460	(2,074)	26,057	251,648	109,691	3,252
Net income (loss)	$ 49,736	$ 36,897	$ 36,870	$ 25,975	$ 21,874	$ 26,304	$ (2,731)	$ 14,010	$ 149,478	$ 59,457	$ (2,525)
Earnings Per Share, Basic	$ 0.70	$ 0.51	$ 0.50	$ 0.35	$ 0.29	$ 0.35	$ (0.04)	$ 0.19	$ 2.05	$ 0.79	$ (0.04)
Earnings Per Share, Diluted	$ 0.68	$ 0.49	$ 0.49	$ 0.34	$ 0.28	$ 0.34	$ (0.04)	$ 0.18	$ 1.98	$ 0.77	$ (0.04)

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Subsequent events (Details) $ in Millions	Jan. 29, 2016 USD ($)
Intrawest Acquisition [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Payments to Acquire Businesses, Gross	$ 85.0