this instrument was prepared by, and after recording return to : katten muchin rosenman llp 525 west monroe street, suite 1900 chicago, illinois 60661 - 3693 attention : ann marie sink, esq. ( space above this line for recorder ’ s use only ) assignment and assumption agreement this assignment and assumption agreement ( this “ agreement ” ), dated january 6, 2015 and effective as of january 1, 2015 ( the “ effective date ” ), is by and among nevada resort properties polo towers limited partnership, a nevada limited partnership ( “ polo towers ” ), and jhjm nevada i, llc, a nevada limited liability company formerly known as diamond resorts, llc ( “ jhjm ” ; and polo towers and jhjm being referred to herein, together, as the “ sjc entities ” ), and diamond resorts corporation, a maryland corporation ( “ drc ” ). recitals a. certain of the sjc entities have previously entered into that certain “ amended and restated grant of reciprocal easements and declaration of covenants, conditions and restrictions ” dated as of june 19, 2002, executed by and among grand casinos nevada i, inc., a minnesota corporation ( “ grand ” ), metroflag polo, llc, a nevada limited liability company ( “ metroflag polo ” ), metroflag bp, llc, a nevada limited liability company ( “ metroflag bp ” ), polo towers, polo towers master owners association, a nevada corporation ( “ association ” ), diamond resorts, llc, a nevada limited liability company formerly known as three sticks, llc ( “ dr / llc ” ), recorded august 27, 2002 in book 20020827 as instrument no. 02443 in the recorder ’ s office of clark county, nevada ( “ official records ” ), as modified by that certain “ amendment to article 9 ( only ) of amended and restated grant of reciprocal easements and declaration of covenants, conditions and restrictions ” dated as of march 25, 2003, executed by and among metroflag polo, polo towers and dr / llc, recorded march 26, 2003 in book 20030326 as instrument no. 00730 of the official records, as further modified by that certain “ amendment to article four ( only ) of amended and restated grant of reciprocal easements and declaration of covenants, conditions and restrictions ” dated as of june 26, 2003, executed by and among