Disclosure Guide RCI. Weeks. DisclosureGuideWeeks05.q 6/16/05 12:49 PM Page 1

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1 DisclosureGuideWeeks05.q 6/16/05 12:49 PM Page Disclosure Guide RCI Weeks This publication contains information that indicates resorts participating in, and explains the terms, conditions and use of the RCI Weeks Exchange Program operated by Resort Condominiums International, LLC. You are urged to read it carefully.

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3 DISCLOSURE GUIDE TO RCI WEEKS 1. DEFINITIONS. Unless otherwise defined herein, the capitalized terms in this Disclosure Guide to RCI Weeks ( Disclosure Guide ) shall be given the meanings set forth in the Terms and Conditions of RCI Weeks Subscribing Membership ( Terms and Conditions ), which are also set forth in this Disclosure Guide. 2. SCOPE AND PURPOSE OF DISCLOSURE GUIDE. This Disclosure Guide to RCI Weeks ( Disclosure Guide ) is provided to explain the RCI Weeks Exchange Program offered to Vacation Owners by RCI. Vacation Owners are urged to carefully review this information to ensure full understanding of the terms, conditions, operation and use of the RCI Weeks Exchange Program. 3. THE EXCHANGE COMPANY. RCI is a Delaware limited liability company with its principal offices located at: 7 Sylvan Way Parsippany, NJ The RCI Exchange Program is processed at the address set forth in section 6(f) of the Terms and Conditions. RCI is a subsidiary of Cendant Corporation, a Delaware corporation. Officers Kenneth N. May Chairman and Chief Executive Officer 7 Sylvan Way, Parsippany, NJ David L. Pontius President and General Manager 409 Vineland Road, Suite 250, Orlando, FL Stephen P. Holmes Manager 1 Campus Drive, Parsippany, NJ James E. Buckman Manager, Executive Vice President and Assistant Secretary 9 West 57 th Street, 37 th Floor, New York, NY Christopher Annese Executive Vice President and Chief Financial Officer 7 Sylvan Way, Parsippany, NJ Eric J. Bock Executive Vice President and Secretary 9 West 57th Street, 37th Floor, New York, NY Joel R. Buckberg Executive Vice President and Assistant Secretary 1 Sylvan Way, Parsippany, NJ Mary Falvey Executive Vice President 7 Sylvan Way, Parsippany, NJ Gordon Gurnik Executive Vice President 7 Sylvan Way, Parsippany, NJ Anthony E. Hull Executive Vice President 1 Campus Drive, Parsippany, NJ John Paul Nichols Executive Vice President Horacio 1855 P.H., esp. Periferico, Col. Los Morales, Polanco, Mexico, D.F., Mexico Suzanne M. Wetherington Executive Vice President and Chief Innovation Officer 7 Sylvan Way, Parsippany, NJ David B. Wyshner Executive Vice President and Treasurer 1 Campus Drive, Parsippany, NJ Scott D. Bohrer Senior Vice President and Assistant Treasurer 1 Campus Drive, Parsippany, NJ Ilese Meltzer Flamm Senior Vice President, General Counsel and Assistant Secretary 7 Sylvan Way, Parsippany, NJ Richard S. Meisner Senior Vice President and Assistant Secretary 1 Campus Drive, Parsippany, NJ Elizabeth R. Cohen Vice President and Assistant Treasurer 1 Campus Drive, Parsippany, NJ Mark E. Costello Vice President and Assistant Secretary 1 Campus Drive, Parsippany, NJ Susan Loring Crane Vice President, Legal 1 Sylvan Way, Parsippany, NJ Susan M. Danino Vice President 10 Sylvan Way, Parsippany, NJ Lynn A. Feldman Vice President and Assistant Secretary 1 Campus Drive, Parsippany, NJ W1

4 Frank Galus Vice President 1 Campus Drive, Parsippany, NJ Joseph J. Huber Vice President, Tax 1 Campus Drive, Parsippany, NJ Gail Mandel Vice President 1 Campus Drive, Parsippany, NJ Kevin Monaco Vice President and Assistant Treasurer 1 Campus Drive, Parsippany, NJ Anne Morrison Vice President and Assistant Secretary 1 Campus Drive, Parsippany, NJ Jeffrey W. Parker Vice President 9998 North Michigan Road, Carmel, IN Jean Marie Sera Vice President and Assistant Secretary 1 Campus Drive, Parsippany, NJ RCI provides the RCI Weeks Exchange Program and other related services and benefits to RCI Weeks Members. RCI is an independent exchange service company and is not owned, operated or controlled by an Affiliated Resort developer, seller, managing entity or vacation ownership plan participating in the RCI Weeks Exchange Program. Other than as stated in this paragraph, neither RCI nor any of its officers or directors has any legal or beneficial interest in any developer, seller, managing entity or vacation ownership plan participating in the RCI Weeks Exchange Program. Fairfield Resort Management Services, Inc. ( FRMS ), a resort management company, Fairfield Resorts, Inc. ( Fairfield ), Trendwest Resorts, Inc. ( Trendwest ), and Equivest Finance, Inc. ( Equivest ), timeshare companies, and their respective subsidiaries are subsidiaries of Cendant Corporation ( Cendant ). Cendant is the parent corporation of RCI. Some officers and/or directors of Cendant may from time to time serve as officers and/or directors of RCI, FRMS, Fairfield, Trendwest, and/or Equivest, and vice versa. FRMS, Fairfield, Trendwest and/or Equivest resorts are marked with a plus symbol + in the Resorts and Members lists. Certain officers and directors of RCI may own, or have rights to acquire, shares of stock in Cendant. Because vacation exchange is used on an intermittent basis, purchasers of Vacation Time should select resorts which best meet their ongoing vacation needs. Your decision to purchase Vacation Time should be based primarily upon the benefits to be gained from the ownership, use and enjoyment of your Vacation Time at the Affiliated Resort and not upon the anticipated benefits of the RCI Weeks Exchange Program. The Affiliated Resort at which you purchase your Vacation Time is solely responsible for its financial viability and the quality of its accommodations, facilities, amenities, management and services. 4. PARTICIPATION IN THE RCI WEEKS EXCHANGE PROGRAM. Vacation Owners enter into a contract to purchase Vacation Time with the developer or seller of the Vacation Time. The membership agreement between the Vacation Owner and RCI is a separate and distinct contract from the Vacation Owners agreement with the developer or seller of a vacation plan. A Vacation Owner is entitled to become an RCI Weeks Member and to participate in the RCI Weeks Exchange Program if the following four conditions are met: (a) There must be a Resort Affiliation Agreement between RCI and the Home Resort or Home Resort Group or, in lieu of a Resort Affiliation Agreement, the Vacation Time an individual owns is deemed appropriate, in the sole discretion of RCI, to be deposited for use by subscribing members of RCI. (b) The resort must be operated in a commercially reasonable fashion that will enable it to meet its obligations and must otherwise be in compliance with all terms of the Resort Affiliation Agreement, if any. (c) RCI must have received and accepted either a completed Enrollment Application or a corporate participation enrollment on behalf of the Vacation Owner, together with other pertinent information concerning the Vacation Time purchase. (d) The current initial subscription fee for ENDLESS VACATION magazine must have been submitted to RCI by the developer or Vacation Owner. The collection and submission to RCI of the foregoing subscription fee payment, together with required ownership information, allows RCI to waive the initiation fee (currently $200 USD) that is otherwise required for RCI Weeks Membership. Participation in the RCI Weeks Exchange Program is further governed by the terms stated in both the Enrollment Application, which purchasers applying for RCI Weeks Membership are required to sign, and the Terms and Conditions of RCI Weeks Membership (the Terms and Conditions ). The present Terms and Conditions are set forth in this Disclosure Guide. W2

5 RCI reserves the right to add to, delete or modify the Terms and Conditions, including fees, benefits and reservation procedures and priorities, at its sole discretion. The Terms and Conditions require RCI to make the RCI Weeks Exchange Program available to RCI Weeks Members. By signing the Enrollment Application at the time of purchase of a vacation ownership interest, the purchaser becomes eligible to participate in the RCI Weeks Exchange Program as an RCI Weeks Member for the initial period arranged by the developer or seller of the vacation ownership plan. In order to use the RCI Weeks Exchange Program, a person must remain an RCI Weeks Member in good standing. A Member may transfer his or her RCI Weeks membership to a purchaser of Vacation Time. A membership transfer fee (which is subject to change) will be charged by RCI to process each membership transfer application. Participation in the RCI Weeks Exchange Program is voluntary. Membership Transfer Application processing fee: $49.00 USD To ensure that RCI Weeks Members receive accurate and timely information concerning the Terms and Conditions, the operation of the RCI Weeks Exchange Program and the Affiliated Resorts, RCI Weeks Members receive a current subscription to ENDLESS VACATION magazine. Member status ceases if an RCI Weeks Member fails to renew a subscription within 90 days following subscription expiration. Reinstatement as a member will require payment of the RCI Weeks Membership initiation fee (currently $200 USD) and the annual ENDLESS VACATION subscription fee Subscription fee: $89.00 USD The subscription fee set forth above is effective for 2005, and is subject to change at the discretion of RCI. Members will be notified in ENDLESS VACATION magazine or other RCI publications or by other written means of any revised subscription fee. The above fees may vary for corporate participation or other programs offered by or through RCI. RCI policy is to service Members where they reside, providing convenient hours and telephone access and, where appropriate, access to RCI Guides who speak the respective Member s home language. If you do not have a residence address in the US, and only have a residence address outside the US, you will be serviced by the RCI regional office for the country where you reside. In that event the program rules applied and fees charged will be those applicable in that region. For regional fees current as of the publication date, see Disclosure Guide to RCI Weeks Addendum 1 (following the Terms and Conditions of RCI Weeks Subscribing Membership). Due to currency fluctuations, the fees paid to your respective regional office may vary. 5. USING THE RCI WEEKS EXCHANGE PROGRAM. The RCI Weeks Exchange Program utilizes a deposit and withdrawal system. To make a withdrawal, an RCI Weeks Member must first deposit Vacation Time that is available for exchange. The deposit of Vacation Time into the RCI SPACEBANK system does not relieve an RCI Weeks Member's obligation to pay maintenance fee assessments, taxes or other similar charges imposed by any applicable local, state or federal governmental entity (or its equivalent if the resort is located in a foreign country) or imposed by a Home Resort, Host Resort or provider of accommodations and/or other services. Exchange privileges may be denied, or a Confirmation canceled if an RCI Weeks Member's Home Resort maintenance fee assessments or similar charges have not been paid when due as established by the Member s Home Resort, Home Resort Group or vacation club. In addition, RCI reserves the right to apply a Member s subscription fees to cover any unpaid Exchange, Guest Certificate(s), Cancellation Fee(s) or any other amounts owing and due to RCI. Special charges, user fees or government taxes that may not be required by the RCI Weeks Member's Home Resort may be charged to the RCI Weeks Member by a Host Resort. If so, it is the RCI Weeks Member s obligation to pay those charges, fees, or taxes and not the obligation of RCI or the Host Resort. RCI also reserves the right to offer additional benefits to RCI Weeks Members in exchange for the Vacation Time deposited into the SPACEBANK system or otherwise. Such additional benefits, which may be identified from time to time by RCI, include, but are not limited to, cruises or other accommodations, products or services. Additional benefits so offered may periodically change at RCI s sole discretion. In addition, RCI does not guarantee that any specific additional benefit will be available to RCI Weeks Members, or, if made available, will remain available for any period of time. 6. DEPOSITING VACATION TIME. An Exchange may be requested by an RCI Weeks Member once the RCI Weeks Member deposits Vacation Time with RCI. Vacation Time may be deposited as early as 24 months and as late as 14 days prior to the start date of the Vacation Time deposited. To maximize the Trading Power of his/her Vacation Time by depositing early, a Member may participate in the Auto-Deposit Program by enrolling with RCI by mail, facsimile, internet, or by telephone. When a Member enrolls in the Auto-Deposit Program, the Vacation Time selected will be automatically deposited a number of months predetermined by his/her Home Resort in advance of the start date of his/her week. For Members to enroll in the Auto-Deposit Program, their Affiliated Resort must be participating in the Auto-Deposit Program. Members participating in the Auto-Deposit Program will receive notification from RCI prior to the W3

6 targeted date of deposit of their Vacation Time, confirming that the Vacation Time will be automatically deposited. Once the Vacation Time is accepted, a written acknowledgement is sent to the applicable Member. Vacation Time which has been automatically deposited will not be accepted if a Member s Home Resort requires that maintenance fees or assessments be current and paid in full for the deposited Vacation Time and the Member has not paid such maintenance fees or assessments to the Home Resort. Members may cancel their enrollment with the Auto-Deposit Program, for a specific year or permanently, any time before their Vacation Time is automatically deposited. There is currently no fee charged for this service. In addition, RCI Weeks Members may extend each RCI SPACEBANK system deposit in increments of an additional three or six months, up to and including a maximum deposit extension of one year. A nominal service fee for each deposit extension will be required, which fee is subject to change. RCI reserves the right to add to, delete or modify the terms of deposit extensions at its sole discretion. Deposit Extension fees are: 3 month extension: $59.00 USD 6 month extension: $99.00 USD Vacation Time may be deposited into the RCI SPACEBANK system by mail, facsimile, internet, or by telephone. RCI Weeks Members who have deposited Vacation Time into the RCI SPACEBANK system receive a written deposit acknowledgment. RCI Weeks Members who deposit floating Vacation Time must obtain unit and week assignments from their Home Resorts or Home Resort Group before their Vacation Time can be deposited into the RCI SPACEBANK system. 7. ASSIGNMENT OR TRANSFER OF DEPOSITED VACATION TIME. An RCI Weeks Member relinquishes all rights to the use of his/her Vacation Time when it is deposited into the RCI SPACEBANK system. RCI reserves the right to assign an RCI Weeks Member's deposited Vacation Time to others, whether or not a Depositor has requested or received a vacation exchange. An RCI Weeks Member may withdraw his/her deposited Vacation Time from the RCI SPACEBANK system only if that Vacation Time has not been assigned by RCI and only if the RCI Weeks Member has not received a Confirmation as a result of that deposited Vacation Time. Members may transfer their unconfirmed deposited Vacation Time directly to another Member s RCI account by submitting to RCI a completed Membership Transfer Application ( MTA ). A deposit transfer fee (which is subject to change) will be charged for each transfer. A completed MTA may be submitted to RCI by mail, fax, internet or telephone. By submitting a completed MTA to RCI, you represent to RCI that you have not previously sold, rented or auctioned your deposited Vacation Time prior to the transfer to the other Member s RCI account. RCI reserves the right to modify the terms of Vacation Time transfers in its sole discretion. Failure to comply with the terms of RCI deposit transfers may lead to suspension and/or termination of Membership. Current Deposit Transfer Fee: $49.00 USD 8. REQUESTING AN EXCHANGE. Exchange Requests may be made by mail, facsimile, internet, or telephone. RCI Weeks Members who have deposited Vacation Time into the RCI SPACEBANK system may request Travel Dates beginning as early as one year prior to or as late as two years (up to three years if an RCI Weeks Member has requested deposit extensions) following the start date of the Vacation Time they have deposited. All exchanges are subject to space availability and are governed by the criteria listed in the section titled Exchange System Priorities. 9. EXCHANGE FEES. A service fee is charged by RCI to process and confirm an Exchange Request. The range of 2005 exchange fees is: Exchange Transaction Fee Range: Standard Domestic Exchange (including Internal Exchange): Standard International Exchange: RCI Guest Certificate: $ $ USD $ USD $ USD $49.00 USD Exchange fees may vary and are subject to change at RCI's discretion. Certain promotions may involve fees below the standard fees shown. RCI Weeks Members will be advised by RCI of any fee changes. If RCI is unable to confirm an exchange within nine (9) months of the Exchange Request, the exchange fee may be refunded or credited to a member s account at their request. Vacation Time deposited by RCI Weeks Members may be used by RCI to satisfy Exchange Requests, to accommodate inspection visits by RCI personnel, for promotions, sale, marketing, or other purposes at RCI's discretion, including use in other exchange programs. The above fees may vary for corporate participation or other programs offered by or through RCI. From time to time, in order for RCI to obtain more favorable inventory for its members, RCI may waive certain fees. 10. GUEST CERTIFICATES. An RCI Weeks Member may give a Confirmation to a friend or family member by purchasing a Guest Certificate from RCI for the current Guest Certificate fee on the date of issue. It is the responsibility of the Member to forward any and all correspondence regarding Guest Certificates to the guest. W4

7 Guest Certificates may only be used by the individual(s) named on the certificate and their guests and may not be used by persons under the age of twenty-one (21). Guest Certificates are non-transferable, and may not be used for any commercial purpose, including auction, rental or sale. Their use is subject to any conditions, restrictions or limitations which may be imposed by the Host Resort. RCI Weeks Members are responsible for all acts and omissions of their guests and for any damages caused or expenses incurred by their guests. RCI will fully refund the Guest Certificate fee when a Guest Certificate is canceled more than sixty (60) days prior to the beginning date of the Confirmation. RCI will not refund the Guest Certificate fee when a Guest Certificate is canceled within sixty (60) days of the beginning date of the Confirmation. RCI reserves the right, in its sole discretion (without refund or credit), to revoke a Confirmation or Guest Certificate, terminate or suspend the membership of the relevant RCI Weeks Member, or deny access to any of the products or services offered in connection with an RCI Weeks Membership in the event RCI Weeks Members, or their guests, misuse a Confirmation or Guest Certificate or otherwise breach the Terms and Conditions of RCI Weeks Membership. 11. CANCELING A CONFIRMATION. If within twentyfour (24) months following the start date of the deposited Vacation Time, the RCI Weeks Member has not accepted one of the alternative resort choices or Travel Dates offered by RCI, or if the RCI Weeks Member has not requested an exchange through RCI, then the RCI Weeks Member shall lose all credit for that deposit and will not be eligible to receive an exchange for that deposit. RCI reserves the right, in its sole discretion (without refund or credit), to cancel a Confirmation, cancel an Exchange Request or otherwise deny the exchange privileges of any RCI Weeks Member whose payment is rejected by the RCI Weeks Member s bank or credit card company or who has not paid maintenance fee assessments or similar charges with respect to the RCI Weeks Member s Vacation Time. If an RCI Weeks Member fails to comply with the Terms and Conditions of RCI Weeks Membership set forth in this Disclosure Guide or if RCI is otherwise required, RCI may cancel or suspend membership privileges. An RCI Weeks Member may cancel a Confirmation by notifying RCI by telephone or in writing. Upon cancellation, RCI may refund all or a portion of the exchange fee according to the following guidelines: (a) An RCI Weeks Member will receive a full refund of exchange fee if cancellation occurs by the end of the next RCI business day following the date on which the exchange was confirmed by RCI. This policy applies to exchanges confirmed fifteen (15) or more calendar days prior to the beginning date of the Confirmation. With respect to exchanges confirmed less than fifteen (15) days prior to the beginning date of the Confirmation, no portion of the exchange fee will be refunded for any cancellation. (b) If the cancellation occurs after the next RCI business day following the date of the Confirmation, and more than sixty (60) days prior to the beginning date of the Confirmation, a $99.00 USD Cancellation Fee (which fee is subject to change) will be charged, and the balance of the exchange fee will be refunded. (c) For cancellations made after the next RCI business day following the date of Confirmation, and sixty (60) days or less prior to the beginning date of the Confirmation, no portion of the exchange fee will be refunded. Upon cancellation, the trading power of the Vacation Time deposited in the SPACEBANK system may be recalculated. In most instances when cancellation occurs prior to the beginning date of a Confirmation, you may request another exchange without making an additional deposit. The then-current exchange fees and policies will apply. In the event that a resort becomes uninhabitable due to Force Majeure, RCI is not liable for the resulting cancellations. The deposit used for this Confirmation will no longer be eligible for another exchange. An additional exchange fee will be required to confirm another Exchange Request using a different deposit. The above guidelines may not apply to special programs offered by or through RCI. 12. EXCHANGE SYSTEM PRIORITIES. RCI's ability to make a Confirmation for RCI Weeks Members, except as provided below, is based upon the availability of RCI Weeks Members Vacation Time in the RCI SPACEBANK system. Purchasers should carefully note the dates and basis for honoring Exchange Requests. Neither RCI nor resort personnel may represent that specific resort choices and/or Travel Dates can be guaranteed through the RCI Weeks Exchange Program. In addition to the above, RCI Weeks Members requesting an Internal Exchange to their Home Resort or Home Resort Group may receive priority over other RCI Weeks Members who do not own Vacation Time at that Home Resort or Home Resort Group. RCI may offer programs where Vacation Time may be exchanged for other accommodations, products, W5

8 services and/or other considerations. RCI may set aside Vacation Time to match bulk and other Exchange Requests and other needs. In the event such exchanges are not effectuated, the inventory will be utilized to confirm other exchanges. Demand and supply may be influenced by many different factors. Location, quality, timing, region and comparability are among those factors which may change constantly. Other limitations, restrictions and priorities may be employed in the operation of the RCI Weeks Exchange Program, including limitations based on seasonality, unit size or other factors. These limitations, restrictions and priorities may not be uniformly applied and, as a result, certain inventory may be exchanged in other programs and/or restricted in availability based upon applicable priorities and classification grouping of resorts. To increase the likelihood that specific resort choices and vacation dates may be confirmed, RCI Weeks Members are encouraged to submit Exchange Requests as far as possible in advance of requested Travel Dates. RCI Weeks Members are also encouraged to request seasons and unit occupancies that are the same as the season and unit occupancy of the RCI Weeks Member's deposit. A properly submitted Exchange Request should include a minimum of four (4) resort choices and Travel Dates. In the event the requested Travel Dates, resort choices and/or designated number of bedrooms are not available, RCI Weeks Members will be offered alternative choices based upon availability. If within twenty-four months following the start date of the deposited Vacation Time, an RCI Weeks Member does not accept one of the alternative resort choices and/or Travel Dates offered by RCI, or if an RCI Member does not request a vacation exchange through RCI, the RCI Member loses the use of the deposited Vacation Time and will not be eligible to receive a Confirmation against that deposit. If the developer or owners association of an Affiliated Resort fails to perform its contractual obligations, or if the Resort Affiliation Agreement is not renewed or is terminated, either by RCI or by the Affiliated Resort, the RCI Weeks Member's right to exchange Vacation Time owned at that resort may be terminated. 13. EXCHANGE. The RCI Weeks Exchange Program is designed to provide comparable vacation exchanges with Members Vacation Time. One way this is accomplished is through the use of the RCI Comment Cards. These are submitted to RCI by the RCI Weeks Members as a means to gather information on each Affiliated Resort participating in the RCI Weeks Exchange Program. Comment Card Scores are one of six components which determine the Trading Power of a Member s Vacation Time. The consumer-driven RCI Comment Card Scores are updated monthly. Trading Power is based on: (a) The demand, supply, classification grouping, and utilization of the Vacation Time deposited into the RCI SPACEBANK system. (b) The demand, supply, classification grouping, utilization of the Affiliated Resort and geographic region associated with the deposited Vacation Time. (c) The seasonal designation of the deposited Vacation Time. (d) The size and type of the unit deposited (i.e., number of bedrooms, kitchen type and Maximum/Private Occupancy of the physical unit). (e) The Comment Card Scores of the Vacation Time deposited. (f) The length of time between the date of deposit and the start date of the deposited Vacation Time. NOTE: RCI Weeks Exchange Program use patterns impact an RCI Weeks Member's Trading Power. Demand, supply, utilization and Comment Card Scores may change over time. The earlier an RCI Weeks Member deposits Vacation Time, the greater the Trading Power an RCI Weeks Member's deposit will retain during the period of time in which the system searches to match Exchange Requests with comparable qualifying Vacation Time in the RCI SPACEBANK system. Certain criteria upon which Trading Power is established, as outlined above, are waived for RCI Weeks Members requesting Internal Exchanges within their Home Resort or Home Resort Group. 14. CONFIRMATION OF EXCHANGES. Exchange Requests received from RCI Weeks Members are searched against qualifying space available in the RCI Weeks Exchange Program inventory. A request is confirmed if qualifying Vacation Time with any combination of the resort choices, Travel Dates, comparable number of bedrooms and comparable Trading Power is available through RCI SPACEBANK system. When a match occurs, RCI will reserve the requested Vacation Time and confirm the exchange. If requested Vacation Time with Resort Choices, Travel Dates, comparable number of bedrooms, and comparable Trading Power is not available in the qualifying inventory in the RCI SPACEBANK system, RCI Weeks Members may: (a) Accept alternative Resort Choices and/or Travel Dates offered by RCI; or W6

9 (b) Instruct RCI to continue to search for their requested Vacation Time pending future availability through the RCI SPACEBANK system. CHOICES, SINCE AVAILABILITY AT INDIVIDUAL LOCATIONS MAY VARY. An RCI Weeks Member is entitled to request and receive an exchange whether or not the RCI Weeks Member s deposited Vacation Time is assigned to another RCI Weeks Member. Upon Confirmation of an Exchange Request, a written Confirmation is provided to the RCI Weeks Member. Exchanges confirmed within less than two weeks of the start date of the Vacation Time assigned to an RCI Weeks Member may be confirmed by telephone or Internet. During periods of high demand, i.e. national holidays, peak summer vacation weeks and school holidays, and at resorts located in high demand destinations, space availability is limited. RCI Weeks Members requesting exchanges for these times and at these resorts are encouraged to deposit their Vacation Time and to request exchanges as early as possible within the time frames described in Sections 6 and 8 of this Disclosure Guide. Because of technical limitations, the Trading Power criteria cited above are waived when RCI Weeks Members request exchanges to resorts located in Japan and South Africa and where a computer link has not been established. 15. AFFILIATED S. The names and addresses of all currently participating Affiliated Resorts as of May 7, 2005 are set forth in this Disclosure Guide. Such Affiliated Resorts are listed by classification of number of Units at each such Affiliated Resort. The number of Members eligible to participate in the Exchange Program at each Affiliated Resort as of May 7, 2005 is also set forth in this Disclosure Guide. The minimum duration of Vacation Time intervals at each Affiliated Resort is that duration established by the governing documents of the particular Affiliated Resort. Additions of Affiliated Resorts to the Exchange Program are at the sole discretion of RCI. In making additions of Affiliated Resorts, RCI may consider factors such as size, location, and quality of the resort and its accommodations. 16. RESERVATION STATISTICS. For the calendar year ending 2004, the reservation statistics have been audited and are disclosed in this Disclosure Guide. THE PERCENTAGE OF CONFIRMED EXCHANGES IS A SUMMARY OF THE EXCHANGE REQUESTS ENTERED WITH THE EXCHANGE COMPANY IN THE PERIOD REPORTED. THE PERCENTAGE OF CONFIRMED EXCHANGES DOES NOT INDICATE A MEMBER S PROBABILITIES OF BEING CONFIRMED TO ANY SPECIFIC CHOICE OR RANGE OF W7

10 TERMS AND CONDITIONS OF RCI WEEKS SUBSCRIBING MEMBERSHIP 1. DEFINITIONS. The following words in the RCI Weeks Disclosure Guide and these Terms and Conditions of RCI Weeks Subscribing Membership ( Terms and Conditions ) shall be given the following meanings: (a) (b) (c) (d) (e) Affiliated Resort A resort, resort group, vacation club, vacation plan or other legal entity with which RCI has a contractual agreement to offer the RCI Weeks Exchange Program. Auto-Deposit Program A program which allows members to automatically deposit their Vacation Time with RCI. Cancellation Fee Fee charged to RCI Weeks Members when a cancellation of a confirmed exchange occurs pursuant to the Canceling a Confirmation section of this Disclosure Guide. Comment Cards The written evaluation by an RCI Weeks Member of a Host Resort. Comment Card Scores The composite evaluation of an RCI-Affiliated Resort derived from member comments. (l) (m) (n) (o) (p) (q) (r) Home Resort A resort at which an RCI Weeks Member owns Vacation Time or a resort at which an RCI Weeks Member is assigned Vacation Time to deposit for the purpose of exchange. Home Resort Group A group of RCI- Affiliated Resorts which are under common ownership, control or contractual arrangement with the RCI Weeks Member's Home Resort. Host Resort A resort to which an RCI Weeks Member travels on an Exchange vacation. Indemnitee RCI and its partners, officers, employees, directors, shareholders, agents, representatives, parent companies, affiliates and subsidiaries and the predecessors, successors and assigns of all of them. Internal Exchange That Exchange which occurs when the week owned by an RCI Weeks Member is exchanged for a week in the same Home Resort or same Home Resort Group. Maximum Occupancy The maximum number of persons that a resort unit may accommodate. Member RCI Weeks Subscribing Member. (f) Confirmation The written notice informing an RCI Weeks Member of a confirmation and that accommodations have been reserved for use by the RCI Weeks Member. (s) Private Occupancy The number of persons that a resort unit may accommodate, based on two adults per private sleeping area with private access to a bathroom. (g) (h) Depositor An RCI Weeks Member who deposits Vacation Time into the RCI SPACEBANK system. Enrollment Application The form or forms prescribed by RCI for the enrollment of Members in the RCI Weeks Exchange Program. (t) RCI Resort Condominiums International, LLC, a Delaware limited liability company, its officers, employees, directors, shareholders, agents, representatives, parent companies, affiliates and subsidiaries and the predecessors, successors and assigns of all of them. RCI is the owner and operator of the RCI Weeks Exchange Program. (i) Exchange The process by which RCI Weeks Members receive comparable vacation exchanges. (u) RCI Weeks Exchange Program RCI s interval-based program of facilitating exchanges of Vacation Time. (j) (k) Exchange Request A request of resort or region choices from which RCI attempts to locate a resort unit which has comparable Trading Power. Guest Certificate Certificate presented to the provider of accommodations when an RCI Weeks Member has given a Confirmation to a friend or family member as a gift. (v) RCI Weeks Subscribing Member A person who participates in and/or uses subscribing membership benefits, including an individual who, or entity that, owns or purchases Vacation Time and is enrolled as a subscribing member of RCI. Subscribing membership provides a subscription to Endless Vacation magazine; RCI benefits are obtained only via this subscription. The term RCI Weeks Subscribing Member includes a Vacation W8

11 (w) (x) (y) (z) Owner whose participation in the RCI Weeks Exchange Program is arranged through corporate participation in RCI. RCI SPACEBANK system The inventory of Vacation Time from which RCI Weeks Exchange Requests and other demand needs are confirmed. Resort Affiliation Agreement The written contract governing the relationship between RCI and an Affiliated Resort. Seasonal Designations The seasonal periods into which deposited Vacation Time is divided, based upon demand. Red = High Demand, White = Medium Demand, Blue = Low Demand. Trading Power The value of deposited Vacation Time and the related Exchange Request. (aa) Travel Dates The starting and ending dates of a vacation exchange. (bb) (cc) (dd) Vacation Owner A person (including a corporate participant) that has purchased Vacation Time. Vacation Ownership The legal right to own, occupy or use accommodations in a resort, vacation club or vacation plan which has affiliated with the RCI Weeks Exchange Program. Vacation Time Recurring week(s), or parts thereof, of Vacation Ownership, utilized through the RCI SPACEBANK system, whether owned as a real estate interest or as a right to use interest. 2. THE RCI WEEKS EXCHANGE PROGRAM. These Terms and Conditions set forth the conditions of participation for respective Members ( you ). RCI will allow participation in its program of facilitating the exchange of Vacation Ownership (the RCI Weeks Exchange Program ) to all Members who comply with these Terms and Conditions. RCI from time to time will provide to such Members RCI s ENDLESS VACATION magazine. Additionally, RCI will make available, in its sole discretion, the RCI resort directory (or variations thereof) and Supplements thereto ( ENDLESS VACATION publications ), special offers and RCI s website located at RCI is only responsible for written representations that it makes concerning RCI and the RCI Weeks Exchange Program, and is not responsible for any representations made by any other person or entity. The obligations of RCI under these Terms and Conditions can be performed only by RCI, its authorized representative(s) or its designated licensee(s). 3. APPLYING FOR MEMBERSHIP. (a) To become a Member, an enrollment application and the applicable initiation and subscription fees must be submitted to RCI by you or on your behalf and accepted by RCI. RCI reserves the right to refuse any application and the applicable fees. (b) RCI will waive the initiation fee if your application, pertinent ownership information and the applicable subscription fee are submitted to RCI when you purchase Vacation Ownership. (c) Membership must be in the name of an individual(s) who owns Vacation Ownership. If a corporation, partnership, trust or other entity hold Vacation Ownership, an enrollment application must be completed on behalf of the owner in the individual name of an officer, partner or trustee, and RCI shall be entitled to treat such individual as the Member for all purposes. (d) Up to two co-owners of Vacation Ownership who reside at the same address may apply for a single membership. If more than two co-owners are listed as owning the Vacation Ownership or if co-owners do not reside at the same address, such co-owners, if they wish to become Members, must apply for separate memberships. RCI may honor instructions from any person listed as a co-owner of Vacation Ownership on a membership and, in the event of conflicting instructions, RCI may refuse to honor the later instruction received. 4. RENEWING OR TRANSFERRING A MEMBERSHIP. (a) Continuing membership is conditioned upon the payment of the applicable subscription fee for the following year. You may renew or extend your membership at any time by forwarding to RCI the applicable subscription fee, which is refundable on a prorated basis. However, if you fail to submit the applicable subscription fee within ninety (90) days following the expiration of your membership, RCI reserves the right to charge you the initiation fee in addition to the applicable subscription fee. The payment of these fees is a condition of renewal or reactivation of your membership, and RCI reserves the right at any time to refuse to accept these fees and to refuse to renew or reactivate any membership. You may cancel your membership by notifying RCI by telephone or in writing. Refund of subscription fee(s) will be prorated based on the price of a single-year W9

12 membership even if a multi-year membership was purchased. (b) If you sell or otherwise transfer your Vacation Ownership, you may transfer your RCI Weeks Subscribing Membership to the purchaser or transferee of your Vacation Ownership by submitting to RCI a properly executed membership transfer application, pertinent ownership information, and the applicable membership transfer fees. RCI reserves the right to refuse to accept any membership transfer application. 5. RELATIONSHIP BETWEEN RCI AND THE AFFILIATED OR ACCOMMODATING PARTY. (a) The Affiliated Resort is a party to an agreement with RCI enabling the Affiliated Resort to submit enrollment applications to RCI on behalf of purchasers of Vacation Ownership at the Affiliated Resort. These Terms and Conditions are separate and distinct from RCI s agreement with the Affiliated Resort or accommodating party. For purposes of these Terms and Conditions, the term accommodating party shall mean a provider of accommodations or services other than Affiliated Resorts. (b) RCI and the Affiliated Resort, developer, marketer, seller of Vacation Ownership or accommodating party are separate and distinct entities, and RCI s service (The RCI Weeks Exchange Program) is separate and distinct from the products or services that are sold by or on behalf of the Affiliated Resort or accommodating party, including but not limited to Vacation Ownership. RCI neither owns, develops, markets or sells Vacation Ownership nor is it engaged in a joint venture, partnership or agency relationship with the Affiliated Resort, developer, marketer, seller of Vacation Ownership or accommodating party. Further, these Terms and Conditions are separate and distinct from your agreement with the Affiliated Resort, developer, marketer, seller of Vacation Ownership or accommodating party. (c) If the Affiliated Resort fails to perform the obligations in its agreement with RCI, or if that agreement ends for any reason, the Affiliated Resort may lose its Affiliated Resort status and RCI may suspend or terminate the rights of existing Members who own Vacation Ownership at that resort to participate in the RCI Weeks Exchange Program. Persons who own Vacation Ownership only at such a resort and whose rights to participate in the RCI Weeks Exchange Program are suspended or who allow their membership to expire may not be permitted to renew or reactivate their membership. If any Affiliated Resort or other accommodating party fails to perform the obligations in its agreement with RCI, or if that agreement ends for any reason, RCI may suspend or terminate any benefits or services offered by such Affiliated Resort or accommodating party, including Vacation Time at such Affiliated Resort. (d) Your decision to purchase Vacation Ownership should be based primarily upon the benefits to be gained from the ownership, use and enjoyment of your Vacation Ownership at the Affiliated Resort and not upon the anticipated benefits of the RCI Weeks Exchange Program. The Affiliated Resort at which you purchase your Vacation Ownership is solely responsible for its financial viability and the quality of its accommodations, facilities, amenities, management and services and compliance with all laws, rules and regulations, including, but not limited to, ensuring its accommodations, facilities and amenities are readily accessible to and usable by individuals with disabilities. In addition, any accommodating party is solely responsible for its financial viability and the quality of its accommodations, facilities, amenities, management and services, and compliance with all laws, rules and regulations, including, but not limited to, ensuring its accommodations, facilities and amenities are readily accessible and usable by individuals with disabilities. You acknowledge that RCI is not the owner, lessor, lessee or operator of any Affiliated Resort or other accommodating party. (e) Information about Affiliated Resorts and/or accommodating parties provided by RCI is based on information obtained from Affiliated Resorts or accommodating parties, and RCI makes reasonable efforts to ensure that Affiliated Resort and accommodating party information provided by RCI is accurate and complete as of the date such Affiliated Resort and/or accommodating party information is published by RCI. However, RCI expressly disclaims liability for inaccurate, incomplete or misleading information concerning any Affiliated Resort or accommodating party. 6. DEPOSITING VACATION OWNERSHIP AND REQUESTING AN EXCHANGE. (a) To participate in the RCI Weeks Exchange Program, you must be a current Member with your subscription fee paid through the later of: (1) the final date of Vacation Ownership to be deposited or (2) the final date of the exchange requested. W10

13 (b) By depositing Vacation Ownership with RCI, you represent and warrant to RCI that: (1) you have or will have the legal right to use or assign the use of the deposited Vacation Ownership and all other resort amenities to which you have access; (2) the deposited Vacation Ownership has not been and will not be assigned, offered or made available to any third party; (3) the physical accommodations in which you own Vacation Ownership are in good and usable condition; (4) all maintenance fee assessments, taxes and other similar charges applicable to that Vacation Ownership have been paid or will be paid when due according to the guidelines established by your Home Resort, Home Resort Group or vacation club. (c) By depositing Vacation Ownership with RCI, you relinquish all rights to use that Vacation Ownership and agree that such deposited Vacation Ownership may be used by RCI to conduct exchanges, inspection visits, promotions, rentals and for other purposes at RCI s discretion. (d) For each exchange requested by a Member, an exchange fee is required by RCI prior to processing and confirming each Exchange Request. If RCI is unable to confirm an exchange within nine (9) months of the Exchange Request, RCI will offer to refund the exchange fee. If RCI continues the Exchange Request after a refund has been made, RCI will collect another exchange fee at time of Confirmation. RCI Weeks Members may extend each deposit in increments of an additional three or six months, up to and including a maximum deposit extension of one year. A fee is required for each deposit extension. (e) Members may participate in the Auto-Deposit Program by enrolling with RCI online at provided your Home Resort participates in this program. Upon enrollment, the Vacation Time selected will be automatically deposited a number of months predetermined by your Home Resort in advance of the start date of your week. Notification from RCI will be sent to you thirty (30) days prior to the date at which your Vacation Time will be automatically deposited. Once deposited, your Vacation Time will be placed in a protected pool of inventory for thirty (30) days. While in this pool, the Vacation Time is not available for exchange by another Member. Vacation Time which has been automatically deposited will not be accepted if a Member has not paid maintenance fees or assessments to the Home Resort. You may cancel your enrollment in the Auto-Deposit Program at any time before your Vacation Time is automatically deposited. (f) Options available to RCI Weeks Members for the exchange of Vacation Ownership, and the procedures and conditions governing such options are set out in various ENDLESS VACATION publications and other materials RCI may provide. Such procedures and conditions are incorporated herein in their entirety. Deposits and Exchange Requests are accepted subject to your compliance with these procedures and conditions. (g) RCI s ability to confirm an Exchange Request is dependent upon the Vacation Ownership available through the RCI SPACEBANK system or as provided by the accommodating parties. Therefore, RCI cannot guarantee specific qualified resort choices, dates of travel, or types or sizes of accommodations. (h) Confirmations are valid only if issued by RCI or a party authorized by RCI. Upon receipt, please check all the details in the Confirmation and notify us immediately if anything is incorrect, as changes to any aspect of the Confirmation may be treated as a cancellation. (i) RCI will apply any reasonable restrictions on Exchanges required by Affiliated Resorts and/or accommodating parties. These restrictions may include, but are not limited to, a prohibition on Members and their guests from exchanging into the same resort more than once in a specified period, a prohibition on exchanges from or to other resorts located in the same geographic area and minimum age requirements. (j) If a Confirmation is received by a Member and is subsequently not able to be honored for any reason, including, but not limited to, the unavailability of an applicable accommodation at an Affiliated Resort due to, among other reasons and by way of example and not limitation, continued or unauthorized use and occupancy by an occupant or overbooking, RCI will use its best efforts to locate and provide such Member an equivalent and alternative accommodation located within the same geographic vicinity and RCI shall have no additional liability to the Member. (k) RCI also reserves the right to offer additional benefits to RCI Weeks Members in exchange for the Vacation Time deposited into the SPACEBANK system. Such additional benefits, which may be identified from time to time by RCI, include, but are not limited to, cruises or other accommodations, products or services. Additional benefits offered in exchange of Vacation Time deposited may periodically change at RCI s sole discretion. In addition, RCI W11

14 does not guarantee that any specific additional benefit will be available to RCI Weeks Members, or, if made available, will remain available for any period of time. 7. USE OF ACCOMMODATIONS. (a) You acknowledge that accommodations at an Affiliated Resort and/or at an accommodating party into which you exchange may differ in unit size, design, furnishings, amenities, facilities and accessibility for individuals with disabilities from the accommodations of your Vacation Ownership. You acknowledge that it is the sole responsibility of the owner, lessor, lessee or operator of any Affiliated Resort or other accommodating party, and not the responsibility of RCI, to ensure its accommodations, facilities and amenities are accessible to and usable by individuals with disabilities. (b) The total number of people occupying the exchange accommodations must not exceed the Maximum Occupancy of the unit set forth in the Confirmation or Guest Certificate; otherwise, access may be refused or an additional charge may be levied. (c) You are responsible for payment of any applicable taxes, port charges, gratuities, personal expenses, utility charges, security deposits and other fees or charges levied by an Affiliated Resort and/or accommodating party for the use of amenities and facilities. (d) You and your guests must occupy and use any accommodations into which you or your guests have exchanged, or to which you or your guests otherwise have access, in a responsible, careful and secure manner and in accordance with the rules and regulations of the Affiliated Resort or accommodating party. You are responsible for any damage, theft or loss caused by you or your guests. (e) Any complaints about the accommodations or services provided at an Affiliated Resort or accommodating party should be made at the earliest opportunity to a person in authority at the Affiliated Resort or accommodating party. If this does not produce a satisfactory result, you should contact the nearest RCI servicing office. In the event the Affiliated Resort or accommodating party does not resolve the matter, you should contact RCI s Customer Care department online at select the Contact RCI tab at the top of the screen, click on the United States and Canada link then click on Send us an and fill out the online Feedback Form. Alternately, you may send an directly to rcicustomer@rci.com, or send a letter to RCI s Customer Care department at P.O. Box 80229, Indianapolis, Indiana or call RCI-CARE with an urgent problem. Please give full details of the complaint within thirty (30) days of your return. 8. MEMBERS AND GUESTS. (a) Neither Vacation Time deposited with RCI nor an Exchange Request nor a Confirmation may be used for any commercial purpose, including auction, rental or sale, or rental or sale of the time period unit which is represented by such Confirmation. A Confirmation may only be used by the Member who receives it from RCI unless that Member gives the Confirmation to a friend or family member by purchasing a Guest Certificate from RCI for the Guest Certificate fee current on the date of issue. Similarly, the only person who may request or receive a Confirmation or make an Exchange Request with respect to deposited Vacation Time shall be the Vacation Owner of such Vacation Time. It is the responsibility of the Member to forward any and all correspondence regarding Guest Certificates to the guest. (b) Guest Certificates may only be used by the individual(s) named on the certificate and their guests and may not be used by persons under the age of twenty-one (21). Guest Certificates are non-transferable and may not be used for any commercial purpose, including rental or sale. Their use is subject to any conditions, restrictions or limitations, which may be imposed by the Affiliated Resort or accommodating party. (c) You are responsible for all acts and omissions of your guests and for any damages caused or expenses incurred by your guests. (d) RCI will fully refund Guest Certificate fees when a Guest Certificate is canceled more than sixty (60) days prior to the beginning date of the Confirmation. RCI will not refund Guest Certificate fees when a Guest Certificate is canceled less than sixty-one (61) days in advance of the beginning date of the Confirmation. (e) Guest Certificate rules may vary for exchanges into accommodations other than Vacation Ownership. 9. CANCELLATION. (a) If within twenty-four (24) months following the start date of the deposited Vacation Ownership, you have not accepted one of the alternative resort or other accommodation choices and/or W12