DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

SM1-010219

Welcome!

Dear:

TORAN A TATE
DEMEICIA P TATE

We are happy to welcome you to Unlimited Vacation Club by AMResorts®. We are honored with your
preference and it will be a pleasure to assist you.

Here you will find a certified copy of your contract with all the documentation signed and reviewed
with our Contract Verification Officer.

We also like to inform you of our official communication channels and email domains:

Page is: [Link]

Member service email is: memberservices@[Link]

Email accounts completed in:
@[Link], @[Link], @[Link] y @[Link].

If you receive any communication from another channel not mentioned above, please report it
immediately to UVC and the corresponding authorities in your country. Block the phone number or
email to stop receiving further communications.

If you have any questions about your membership, please ask us during the first week of your purchase
to contact this email account:

[Link]@[Link]

Thank you for being part of Unlimited Vacation Club.

DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961
RCI WEEKS IEP
ENROLLMENT APPLICATION
SM1-010219

Resort Name UNLIMITED VACATION CLUB BY AMR Resort ID # C557 Date Nov 13, 2018

Applicant #1 MR. TATE TORAN A

Last Name First Name M/I

Applicant #2 MRS. TATE DEMEICIA P

Last Name First Name M/I

Email #1 tate21@[Link] Email #2 patricetate3914@[Link]

I understand and acknowledge that Deposit Trading Power is the value derived by RCI and assigned to a unit of Vacation
Time upon Deposit of such Vacation Time, or the value derived when combining. Deposit Trading Power may vary from
Deposit to Deposit and from year to year based on the factors below. Exchange Trading Power is the value required to obtain
the use of a particular unit of available Vacation Time. Exchange Trading Power is subject to change based on system
activity and the factors listed below and may differ from the Deposit Trading Power of the Vacation Time. In deriving Deposit
Trading Power and Exchange Trading Power RCI considers such factors as:

• the demand, supply, classification, grouping and utilization of the Vacation Time, and Affiliated Resort and geographic
regions associated with the Vacation Time;
• the seasonal designation of the Vacation Time;
• the size and type of the unit deposited (i.e., number of bedrooms, kitchen type and maximum/private occupancy of the
physical unit);
• comment card scores that RCI compiles from comments submitted by Members who visit the Affiliated Resort;
• the date of Deposit and the start date of the Deposited Vacation Time

Your Deposit Trading Power is determined at the time of Deposit. Further information, including the RCI Weeks Program
Activity Report for prior calendar years, is available on [Link] or by calling RCI.

Endless Vacation magazine is the official travel publication of RCI, LLC. RCI benefits are obtained only via subscription to the
Endless Vacation magazine. Use of the term "Membership" is intended to denote subscription to the Endless Vacation
magazine. The basic annual Subscription Fee for Endless Vacation magazine is $ 89 USD, subject to change in accordance
with the Disclosure Guide To The RCI Weeks Exchange Program. Upon acceptance of the application by RCI and payment
of required fees, applicant will receive a ______ year subscription to Endless Vacation magazine.

_________ I acknowledge receipt of materials regarding the Signature Selections by RCI upgrade to my RCI Weeks
membership, including the separate terms and conditions found in the Disclosure Guide to The Registry Collection Exchange
Program, under which the benefits of the Signature Selections by RCI upgrade are being made available to me.

_________ RCI WEEKS PLATINUM. I understand and acknowledge that I have also enrolled in the RCI Weeks Platinum
membership tier and an additional fee will be required for that enrollment. Additionally, I understand and agree that my RCI
WEEKS PLATINUM membership is subject to additional rules not part of the terms and conditions of this underlying RCI
Weeks membership, and that I have read and agree to be bound by the current RCI WEEKS PLATINUM Membership Rules
as amended from time to time by RCI and available at [Link].

_________ I acknowledge that information that I share with RCI is subject to RCI ’s privacy policy which may be found at
[Link].

By signing this RCI Weeks Enrollment Application, I acknowledge that I have read and agree to be bound by the Program
Documents, as defined in the Terms and Conditions of RCI Weeks Subscribing Membership (“Terms and Conditions”). Such
Terms and Conditions are attached to this Enrollment Application and are incorporated herein. I understand that the Terms
and Conditions are subject to change from time-to-time and that such changes shall be posted at [Link] and/or in
various RCI publications and acknowledge that I shall be bound by such changes. I further acknowledge that this Enrollment
Application is separate and distinct from any contract, purchase agreement, application or understanding I may have with any
other party, including any resort, developer, marketer, seller or vacation ownership or accommodating party (“Sellers”), and
that RCI is not engaged in any joint venture, partnership or agency relationship with any Sellers. I/we acknowledge that I/we
have not relied upon any representations, warranties, covenants, obligations, understandings or agreements, oral or
otherwise, other than as expressly stated in Program Documents. I acknowledge receipt of pertinent RCI materials, including
the Disclosure Guide, where distribution of the Disclosure Guide is required by law.

Nov 13, 2018 Nov 13, 2018

Signature Date Signature Date

IEP
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 IEP

Enrollment Application

MEMBER INFORMATION
New Member New Contract # Existing Member Upgrade New Contract # SM1-010219
IEP
Previous Contract # DMX-000042

UVC Membership Type GRAY PEARL

Application Date November 13, 2018 Resort Name SECRETS MAROMA

TORAN TATE A

First Name (Applicant #1) Last Name MI

- 314-5987200 tate21@[Link]

Home Phone # Cellular Mobile Phone # E-Mail Address

DEMEICIA TATE P
First Name (Applicant #2) Last Name MI

- - patricetate3914@[Link]

Home Phone # Cellular Mobile Phone # E-Mail Address

MEMBERSHIP TERM (Check One)

1-year 2-years (Annual Renewal Fee is $299 USD One-time Activation Bonus $2,000.00 Savings Credits (USD)
after initial term.)

Anniversary Credit $ 1,000.00 Savings Credits (USD) Savings Credits have one(1) year expiration from the issued date.

MEMBER ACKNOWLEDGEMENT
International Cruise & Excursion Gallery, Inc. (“ICE”), d.b.a. Our Vacation Center (“OVC”) and d.b.a. Lifestyle Collection (“LC”), a Delaware, United States
Company, located at 7720 N Dobson Rd. Scottsdale, AZ 85256, is the administrator and redemption fulfiller of the Unlimited Vacation Club (“UVC”) with LC
Program under contract with UVC. ICE is a registered seller of travel in Florida #ST-29452, Washington, UBI# 602 443 155 001 0001, Hawaii #TAR-5192 and
California #CST 2066521-50. ICE is not a participant in the California Travel Consumer Restitution Fund. California requires certain Sellers of travel to have a
trust account or bond. ICE maintains a Consumer Protection Bond issued by International Fidelity Insurance Company in the amount of $100,000.00.

I/We understand that my Home Resort will be responsible for submitting this Enrollment Application to UVC with LC for processing within sixty (60) days from
the applicate date. I/We understand that the UVC with Lifestyle Collection Program is governed by all UVC with LC Terms and Conditions located online at
[Link] and that I/we have read or agree to read and be bound by the prevailing UVC with LC Terms and Conditions available on the
website. All claims relating to the UVC with LC services or benefits described in this Enrollment Application, in the Purchaser Acknowledgement, in the UVC with
LC Terms and Conditions or in any UVC with LC membership materials provided at time of enrollment must be submitted directly to UVC with LC at the address
indicated above.

I/We understand that all matters related to the marketing, sales process and fulfillment of my UVC Membership benefits are solely handled and fulfilled by UVC
and that neither UVC, nor any affiliate or agent of UVC is responsible for fulfillment of the UVC with LC Program. I/We acknowledge that UVC and any of its
affiliates or agents operate in compliance with the applicable laws of the states and/ or countries in which they operate and that UVC with LC does not warrant
that UVC, any of its affiliates or agents are in compliance with the laws of my state and/or country of residence or any other jurisdiction. Neither LC, UVC nor
any of its affiliates or agents assumes any responsibility for any promises, oral or written, beyond what is contained in this Enrollment Application, in the
Purchaser Acknowledgement and/or UVC with LC Terms and Conditions. I/we hereby confirm that no such promises, oral or written, have been made by LC,
UVC, any of their affiliates or agents, or any other individual or entity.
© 2015 500-0MKG-1829 -1015

I/We understand that UVC with LC will use my personal data for identification, verification and contact, lodging and tourist services fulfillment, contractual
obligations compliance, identification, or for any kind of legal or business relationship with OVC, UVC or its affiliates. I/we understand that UVC with LC will
inform me/us of present or future membership benefits, products and services and other promotional offers related to my UVC with LC membership through
email and by mail for consideration. For more information about terms and conditions over use of your personal data, treatment and the procedure to exercise
your ARCO rights, you may review our full Privacy Policy available at [Link].

_______ ,_______ I/We expressly consent to receiving relevant information and product offers relating to my UVC with LC membership on my cellular
telephone number(s) provided above using automated telephone dialing technology or via text message. Consent is not required to make a purchase of any
goods or services from UVC with LC and my consent may be revoked at any time. Message & data rates may apply.

Applicant #1 Signature Applicant #2 Signature

If you have any questions about your LC membership benefits or need assistance, please contact us at the following toll-free numbers:
1-855-437-0592 (U.S./CAN) | 01-800-925-0359 (MEXICO) | 0800-047-4753 (BRAZIL) | 602-824-5996 (DIRECT)

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 DATE:Envelope
DocuSign November 13, 2018
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 SM1-010219

UNLIMITED VACATION CLUB

ACKNOWLEDGEMENT OF BENEFITS

Member: TORAN A TATE and DEMEICIA P TATE

hereby acknowledge and accept that:

1. Type of Membership - They purchased a GRAY PEARL membership with Unlimited Vacation Club.
2. Cost of Membership - Total Price of the Membership is $ 9,586.00 USD and the Cost of the Contract is $ 799.00 USD.
3. Term - The Mediation Contract will remain in effect for a period of 15 years as of the Activation Date.
4. Discounts at Participating Hotels - Member will be entitled to a 25% (twenty-five percent) discount on the lowest rate published by the
Participating Hotel or Authorized Tour Operators listed in Exhibit B. The amounts paid towards the Total Price and /or fees may not be used
to prepay any rate or price related to services provided by the Participating Hotels. Payment of the Total Price guarantees only the
possibility of using the Membership rights.
5. Promotional Rates - Members will have access to promotional rates during the calendar year, these rates will vary based on the
Participating Hotel and season. No fixed rates will apply at any of the Participating Hotels.
6. Reservations - All reservations are subject to availability and must be requested for stays of no less than two (2) nights. with a maximum
of twenty (20) additional rooms in the same period, in the same hotel, after the applicable Reservation Fee is paid.
7. Rates for Infants and Children - Some Participating Hotels allow children under the age of three (3) to stay free of charge on condition
that they stay in the same room as their parents. Children between the ages of 3 and 12 will pay the children's rate set by the Participating
Hotel.
8. Referral Program - Members may consult benefits and conditions of the "Unlimited Sharing" referral program at:
[Link]/UnlimitedSharing.
9. Annual Renewal Fee - Members must pay the Annual Renewal Fee on the anniversary of the Activation Date of this Contract in order to
continue enjoying the rights and benefits of the Contract.
10. Exchange System - Members are allowed to deposit intervals of seven nights with any Exchange Supplier solely for lodging service,
subject to a Member's good standing with the Exchange Supplier, the terms and conditions of the Contract and Exchange Supplier, and upon
payment of the applicable fees.
11. RCI Exchange Supplier - Mediator will pay for two (2) years of affiliation to RCI subject to the terms and conditions of that Supplier.
The current Exchange Fee for members who reside in the United States is USD$239 (two hundred and thirthy nine US dollars) per week
and the current Combination Fee is USD$129 (one hundred and twenty nine US dollars). The fees applicable to residents of other countries
can be consulted at the Member Services and Reservations Center and/or directly with the Exchange Supplier RCI. All applicable fees will
be paid by Member.
12. UVC Lifestyle Collection Membership - Member will receive free of charge an affiliation covering the first two years with UVC
Lifestyle Collection, which provides exclusive benefits and services that can be consulted at
[Link]/members/partners. Member(s) are eligible to take advantage of promotional offers to extend their UVCLC
membership benefits for an annual or multi-year billing plan at substantial savings off the then current annual extension price, which are
separate from the UVC Renewal Fee.

A one-time Activation Bonus of Saving Credits will be credited to the member's UVCLC account upon enrollment, also receive an
Anniversary Credit of Saving Credits that will be credited to the members UVCLC online account on the anniversary date of their initial
enrollment into the UVCLC Program. Savings Credits that can be used as a partial payment, dollar-for-dollar, to buy down the total
purchase price of qualified travel and lifestyle transactions, including cruises, non-AM resorts and hotels, tours, vacation packages, wine
and merchandise (depending on member residence).
If for any reason member chooses not to extend the UVCLC membership member will forfeit all access to the UVCLC membership
benefits, the UVCLC website, any available Saving Credits in their UVCLC account or the ability to earn any future Saving Credits.
13. Not a Business Opportunity - The rights acquired under the Contract and access to the Discounts are solely for the benefit of Member,
their family and guests; therefore they do not represent a business opportunity and their use for profit is strictly prohibited.
14. No Discount on Airfares - Mediator, its Suppliers and/or any parties related thereto offer NO special discounts or benefits and/or rates
on airfares, airlines or any other service related with aerial transport, except such promotions as are published on
[Link].

15. Additional Payments to the membership - UVC will never ask you to make deposits to any personal accounts. Always confirm with
our Member Services department before making a payment at memberservices@[Link].

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DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

DATE: November 13, 2018 SM1-010219

16. Official Communication Media - Mediator and Suppliers will inform Member of their policies, terms and conditions as well as any
discounts and promotions. Member shall trust only Mediator's official communication medium [Link] and/or
obtain confirmation directly from the Member Services and Reservations Center.

17. Registered Domains and email addresses - UVC will never ask for a user name or password, UVC will never send links to access
your account, any contact will be sent only through our registered email addresses and that all promotions will also be available at the UVC
web page.
The UVC Domains are: @[Link], @[Link], @[Link] & @[Link]. The official
web page is: [Link].

18. Legal Documentation and Entire Agreement - This Contract and its Exhibits contain all the terms and conditions of the Unlimited
Vacation Club Program, therefore all written or verbal agreements made outside said program are not valid.
19. Voluntary Decision - Member signs this contract willingly and absent of any vice of consent, external pressure, sales pressure or the
influence of alcohol or drugs.
20. Original Copy and Signatures - Following its execution, Member will receive a physical or digital copy of this contract duly signed by
Member and Mediator.
21. After-Sales Service - Following the signing of the Contract, the Member Services and Reservations Center shall be the only official
medium through which Member can obtain answers to questions, make reservations or payments related to this Contract and their
membership.
In view of the foregoing, Member acknowledges that they understand each and every one of the terms and conditions of the Contract, its
Exhibits and procedures, and that all their questions have been answered.

MEMBER:

TORAN A TATE

DEMEICIA P TATE

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 IEP Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961
DocuSign
IEP
November 13, 2018 - - SM1-010219

COVER PAGE

Member (s): TORAN A TATE

DEMEICIA P TATE

Beneficiaries (users): TORYN TATE EVAN HENDERSON

10 JENNIFER LANE
Member's Current Address: EDWARDSVILLE, ILLINOIS, 62025
UNITED STATES OF AMERICA

Member Information: Home: - Work:

Mobile: 314-5987200 Mobile 2: -
Other: Fax: -
Email: tate21@[Link] Email: patricetate3914@[Link]

UVC Membership: Membership type: GRAY PEARL Exchange nights: 420 Term: 15 years

Equity previous contract $2,995.00 USD DMX-000042

Currency: USD No. of Payments: 48

Ordinary Annual
Total Price: $ 9,586.00 0.00 %
Interest Rate:
Down Payment: $ 2,671.50 Initial Payment Date: February 01, 2019

$ 6,914.50 Monthly Payment 1st. Labor Day of Every Month

Balance:
Date:
Monthly Payment: $ 144.05 Reservation Fee: $20.00

Service Fee: $ 9.00 Initial Renewal Fee: $ 145.00

Total Monthly Payment: $ 153.05 Effective for year: 2018

MEDIATOR:
MEMBER:

By: _____________________________________
TORAN A TATE
UVC Global Panama, S. de R.L.
and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ
Member Services
By: Email: memberservices@[Link]
[Link].
DEMEICIA P TATE Phone US & Canadá 1 877 923 2582
Dominican Republic 1 829 200 9898
Costa Rica 506 400 00226
Other Countries 001 305 596 3320 / 001 786 999 0179
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 SM1-010219

MEDIATION CONTRACT

MEDIATION CONTRACT (THE "CONTRACT") EXECUTED BY AND BETWEEN, ON ONE PART, UVC GLOBAL
PANAMA, S. de R.L. AND UVC SALES PANAMA, S. DE R.L., REPRESENTED BY ERICK GILDARDO
JIMENEZ ORTIZ (HEREINAFTER REFERRED COLLECTIVELY TO AS "MEDIATOR"), AND, ON THE
OTHER PART,
TORAN A TATE and DEMEICIA P TATE

(HEREINAFTER "MEMBER"), PURSUANT TO THE FOLLOWING ANTECEDENTS, RECITALS AND

CLAUSES.
ANTECEDENTS

Mediator has executed contracts with different suppliers of travel and other services (hereinafter "Suppliers") under
which Suppliers have the obligation to offer goods and services at preferential rates and discounted prices to the
members of Mediator (discounts and benefits are jointly referred to as the "Discounts").

As a result of the contracts executed with Suppliers described in the preceding paragraph, Mediator has organized a network of
service Suppliers named "Unlimited Vacation Club" to ensure that its members receive the Discounts by means of a membership
number given to them when they sign the Contract.

RECITALS
I. Mediator declares and warrants that it is a limited liability company, duly constituted and in good standing under the laws of
Republic of Panama, and that it has sufficient capability, economic and human resources to meet its obligations under the terms of
this Contract; and that its legal representative has sufficient and necessary authorizations to execute and obligate Mediator under
the terms and conditions of this Contract.
UVC Global Panama, S. de R.L. and UVC Sales Panama S. de R.L. have entered into an agreement with each other to allocate the
Total Price (as defined herein) as between UVC Global Panama, S. de R.L. and UVC Sales Panama S. de R.L. pursuant to the
methodology set forth in such agreement.
II. Member declares and warrants that there address is the one indicated on the Cover Page of this Contract, that they have legal
capacity to execute and engage under the terms and conditions hereof. Furthermore, Member wish to execute this Contract with
Mediator in order to obtain a membership number that will give them access to the Discounts provided by Suppliers under the
Unlimited Vacation Club program, pursuant to the present terms and conditions ("Membership Number").

Consequently, the Parties accept the following:

CLAUSES
FIRST. MEMBERSHIP NUMBER.
Mediator will provide mediation services in benefit of Member so that it may have access to the Discounts offered by Suppliers
forming part of the Unlimited Vacation Club Program. Mediator hereby delivers to Member the Membership Number indicated
on the cover page of the Contract so that Member may obtain the Discounts offered by Suppliers.

SECOND. DISCOUNT TERMS AND CONDITIONS.

The terms and guidelines that govern use of the Discounts granted by Suppliers are set in the Operating Rules, a copy of which is
added to this Contract as Exhibit "A".
The main relevant Suppliers and Discounts are described in the Exhibit "B", under which Member will have the right to make
unlimited reservations with said Suppliers, subject to the terms and conditions of this Contract, type of membership acquired and
the Operating Rules. Said Suppliers and their corresponding discounts are subject to change without notice. Nonetheless, Mediator
will keep Member informed of all changes in accordance with Clause Tenth of this Contract.
The Membership will be considered activated when the Down Payment is completed ("Activation Date"). All discounts will
become effective as of the Activation Date and continue throughout the Term set on the Cover Page of the Contract.
For purposes of clarity, when both parties have signed this Contract, Member will receive an extract of the terms, conditions and
benefits of the Contract that are presently available, named "Acknowledgment of Benefits".

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DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 SM1-010219
THIRD. MEDIATOR LIABILITY.
Member acknowledges and agrees that Mediator will be liable solely for the mediation activities described in this
document. Any liability related to the goods and services acquired from or provided by Suppliers will rest solely on the
Suppliers. Therefore, Member hereby releases Mediator from any liability that may arise from or relative to any act or
omission by Suppliers in relation to the Discounts, goods and/or services it offers to Member.
Mediator alone will be liable for the mediation services set in this Contract, therefore Member hereby waives all claims
against Suppliers resulting from Mediator's performance in relation to this Contract. Mediator releases Suppliers from any
claim related to or resulting from its performance.

Under no circumstances will the Parties be liable for any punitive, indirect, consequent, special, exemplary or incidental
damages, including without limitation, all liability arising from the loss of use, loss of profit or product, costs for
obtainment or restitution for replacement of property, capital investment, product development costs, general costs not
absorbed, or costs due to interest or of any other type caused in any way. Notwithstanding to any other provision of this
Contract, Mediator's liability to Member, including any obligation for indemnification, either under the terms of this
Contract, by tort action, by full responsibility or by any other means, cannot exceed the entire amount paid by Member to
Mediator under the provisions of this Contract up to the date on which the claim or conflict arises.

FOURTH. TERM.
The Term of this Contract will be indicated on the cover page and begin on the Activation Date. When the Contract
expires, Member will cease to have access to the Unlimited Vacation Club Program and/or to the Discounts, and such
mediation services will end definitively, thereby voiding the Membership Number.

FIFTH. PRICE.
Member promises to pay Mediator the amounts set on the Cover Page of this Contract, including taxes and accessories
(hereinafter the "Total Price"), in virtue of the mediation services provided by Mediator. All payments set herein will be
due in US dollars ("Dollars").

SIXTH. PAYMENT.
Mediator hereby gives Member a full legal receipt for any amount set on the Cover Page and paid. If Mediator finances
part of or the entire Total Price, the payment terms of such financing will be set in a promissory note ("Promissory Note")
signed by Member in accordance with the terms indicated in Exhibit "C" of this Contract.
All financing will be subject to the Ordinary Annual Interest Rate set on the Cover Page ("Annual Interest Rate"). Any
payment performed more than 5 (five) days after its due date will be subject to late payment interest equivalent to the
annual interest rate plus 5 (five) base points. All payments subject to a Value Added Tax (VAT) or stamp tax (applicable
in certain countries) or to any similar tax applicable in the Member's country of residence, will be paid by Member.

SEVENTH. RENEWAL FEE.

In order to maintain access to and enjoy the benefits of the Discounts, Member must pay Mediator an annual renewal fee
("Renewal Fee") on the anniversary of each Activation Date. The present Renewal Fee amount is indicated on the Cover
Page of this Contract and may be increased annually up to a maximum amount whose calculation is based on the US
Consumer Price Index (CPI) plus three percentage points. Mediator will notify Member of a Renewal Fee increase, when
applicable, at least thirty (30) natural days in advance.

EIGHT. RESERVATIONS SYSTEM AT PARTICIPATING HOTELS.

Member may request reservations from the Activation Date of the Contract, subject to availability. Requests and
reservations within the Participating Hotels will be made under the reservations procedure established in the Third Rule of
the Rules of Operation. All reservations at Participating Hotels will be subject to availability and payment of the
corresponding Reservation Fee. Participating Hotels may vary without liability to the Mediator. Member will be
responsible for the payment of the fees and rates described in this Agreement and its Exhibits in order to make use of the
Reservation System.

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NINTH. EXCHANGE SERVICE.
In order to offer additional lodging alternatives available from Participating Hotels, Mediator also has agreements with
other Suppliers to offer Member an exchange service. Such Suppliers have executed agreements with affiliated hotels and
vacation resorts located in different countries around the world, so that its members may deposit their intervals in certain
hotels and exchange such intervals for others in different hotels or vacation resorts. Pursuant to the Operating Rules,
Member may use the exchange service offered by such Suppliers by reserving through Mediator seven nights in any
of the hotels or vacation resorts offered by Unlimited Vacation Club Suppliers. The Parties agree that throughout
the Term of this Contract, Member may deposit seven consecutive nights, without exceeding the maximum number
of Exchange Nights set on the Cover Page of this Contract. Said Exchange service will remain active as long as
Member's affiliation with the exchange Supplier remains in good standing.

TENTH. USE OF THE UNLIMITED VACATION CLUB DISCOUNTS.

Member will have access to the Discounts as of the Activation Date, in the understanding such access is subject to
full payment of the Total Price in accordance with the terms and conditions of the Cover Page. Member will be
responsible for paying all taxes related to the goods and services offered by or purchased from Unlimited Vacation
Club Suppliers as determined by law.
Mediator will, at its own discretion and through its own legal means of communication, send Member information on
benefits, changes, additions and developments related to Unlimited Vacation Club, including but not limited to the
weekly e-blast, telephone, e-mail, newsletters or updates to the Unlimited Vacation Club website, as well as all
written material sent to Member's address or addresses (including e-mail) indicated on the Cover Page of this
Contract.
By signing this Contract, Member authorizes Mediator to send such information and materials related to this
Contract, and agrees that the fulfillment of this obligation by Mediator does not constitute a form of advertising or an
offer for the sale of additional goods and services by Mediator.

ELEVENTH. MEDIATOR OBLIGATIONS.

Mediator must make its best efforts to fulfill contractual obligations in a professional manner. Both Parties
acknowledge and agree that Mediator may delegate all or part of the handling or operation of the mediation services
to third parties with sufficient experience to provide such services in accordance with the terms and conditions of this
Contract.

TWELFTH. OPERATING RULES.

The Operating Rules is added to this Contract as Exhibit "A" and forms an integral part thereof which the parties
agree to obey and satisfy.

THIRTEENTH. CONFIDENTIALITY AND PERSONAL INFORMATION.

Member will not disclose the "Confidential Information" (as this term is defined further on herein) to anyone else.
This provision will remain in force until after the termination of this Contract. This Contract and its Exhibits will be
considered as Confidential Information, as well as any other material which Member obtains or receives from the
Mediator in relation to: (1) rates, benefits, discounts and promotions from Suppliers or Mediator; (2) sales,
marketing and business methods, list of Member requirements and any other information related to Suppliers or
Mediator. Any breach of this condition will result in immediate termination of this Contract.
Member acknowledges that Mediator may process Member's personal information ("Personal Information") in order
to fulfill its own obligations under this Contract. The term Personal Information refers to any information relating to
the identity or identification of a person, in this case, Member.
Member acknowledges that Mediator has provided them with information on the Privacy Notice and that said notice
is available on the webpage [Link]. Mediator may, at its own discretion, modify the
Privacy Notice governing Member's Personal Information in accordance with applicable laws and regulations.
Member accepts and grants Mediator consent to handle their Personal Information, including financial and asset
information, for the purposes indicated in the Privacy Notice and enforcement of this contract.

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SM1-010219
Member consents that their Personal Information may be transferred to: i) services Suppliers; ii) Mediator's holding
companies, affiliates or subsidiaries; and iii) companies within Mediator's group .

FOURTEENTH. ASSIGNMENT.
Member may not assign any rights or obligations arising from this Contract without prior written authorization from
Mediator. Member may ask for such authorization by sending a written request to Mediator and attaching the appropriate
assignee information and documents so that Mediator may analyze the request and grant or deny authorization. If Member
has any default payments on the assignment execution date, Mediator will be entitled to deny authorization until such
default payment or payments are covered.

Mediator will have a period of thirty (30) days to grant or deny authorization counted from the date on which it receives the
request for assignment of Member's rights. If Mediator fails to respond within that time, the request for assignment will be
considered authorized. When the Contract assignment is to a person who is not a direct relative of Member, the transfer
will be subject to an Assignment Fee of 10% (ten percent) of the Total Price indicated on the Cover Page, plus any
applicable taxes or government fees. The Assignment Fee must be paid by Member to Mediator on the day the Assignment
of Rights is executed.
This Contract may be assigned with no cost to Member if transferred to Member´s direct relatives (parents, siblings,
children, and spouse) or to Member´s successors and heirs as stipulated in Member´s will.
Mediator may transfer all or part of its rights and obligations of this Contract to any third party without Member's consent,
however, it must notify Member in writing.

FIFTEENTH. EARLY TERMINATION.

In addition to all other available recourses, in the event that Member defaults on any payment obligation under this
Contract, Mediator will be entitled to compensation that is equal to the greatest of the following amounts: 1) Amount paid
by Member up to the default date; or 2) 50% of the Total Price set on the Cover Page, after which Mediator reserves the
right to unilaterally terminate this Contract.

If Member considers that Mediator is in breach of any of its obligations under this Contract, Member shall have ten (10)
days counted from the date of such breach to notify Mediator. The notice sent by Member to Mediator must specify the
nature of the breach and must be accompanied by supporting documents. Mediator will have thirty (30) days after
receiving said notice to determine in good faith if said breach truly occurred or if it can be attributed to Mediator. If
according to Mediator's response it is reasonably clear that the claim is nonexistent or is not attributable to Mediator, said
claim will be considered resolved and no breach of Contract will be declared against Mediator.

If Mediator fails to cure the breach or answer Member within the thirty (30) day period or if it is not clear whether
Mediator is the cause of the breach, Member will grant Mediator an additional period of fifteen (15) days to correct said
breach or provide two (2) alternate solutions to resolve the alleged claim. If Mediator is unable to correct said breach and
fails to present any alternative solution during the additional period, Member will have the choice of terminating this
Contract and requesting a refund of the Total Price already paid, minus the deductions for expenses, services and/or
products requested or used by Member (Users) before the termination date.

In case of voluntary termination of the Contract by Member, Mediator will return all the amounts paid by the Member
within a period not to exceed fifteen (15) working days after the date of cancellation of the Contract, with exception of
expenses for goods and services enjoyed and / or requested by the Member; Which will be deducted from the total amount
to be refunded, provided that if such amounts fail to cover the amount corresponding to the goods and services enjoyed, the
Member shall cover the additional amounts until liquidating the entire debt. The foregoing shall operate if Member notifies
the early termination of the Contract to the Mediator within five (5) business days following the date of signature of the
Contract and upon request directly and in writing at the sales room, the address of the Mediator or by e-mail to
memberservices@[Link] in which case, the corresponding acknowledgment of receipt issued by the
Mediator shall be required to ensure that the Mediator has received it.
The cancellation date will be made taking as the date of notification, that of the receipt of the writing in question, unless it
had been sent via registered mail to the address of the Mediator, for which, the date of delivery in Courier will be
considered.

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SIXTEENTH. NOTICE AND SERVICE.

All notices and process service related to this Contract are to be performed in writing and delivered personally, by
correspondence or any other reliable means to the following addresses:
Mediator: Km 7 Road to Veracruz, Playa Bonita, Panamá
Member: At the contact address, e-mail and/or information indicated on the Cover Page.

SEVENTEENTH. APPLICABLE LAWS AND JURISDICTION.

This Contract will be governed by the laws of the Republic of Panama. No other laws, conflict of laws, rules or provisions
may be invoked that will allow the resolution of a conflict in another jurisdiction other than the Republic of Panama. The
Parties expressly agree to accept the jurisdiction of the Courts of the Republic of Panama in the event of any claim, dispute
or controversy arising from this Contract. The Parties hereby waive any other jurisdiction to which they may be entitled by
reason of their present or future domicile or location of their property, or for any reason.
The designation of applicable laws and competent jurisdiction will not apply to the Promissory Note signed by Member as
part of the financing arrangement with Mediator. Said Promissory Note will be governed pursuant to the conditions
established therein.
In accordance with the above, the Parties sign this Contract on the date indicated below.

Date: November 13, 2018

MEMBER: MEDIATOR:

TORAN A TATE UVC Global Panama, S. de R.L.

and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ

DEMEICIA P TATE

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EXHIBIT “A” SM1-010219
Operating Rules
FIRST. Object.
The object of these Operating Rules is to establish the procedures and policies for reservations, payment and use of the Unlimited
Vacation Club membership ("UVC Membership") obtained by Member for the purpose of protecting and regulating the rights
and obligations of Member and Mediator.
SECOND. Rights of the Member (Users).
Through the Membership Number, Member will have the right to enjoy Discounts as well as any new benefits provided by
Suppliers after the execution of the Contract.
Suppliers who provide Lodging services.
In accordance with the provisions of Exhibit "B” of the Contract, the network of Unlimited Vacation Club includes suppliers who
provide lodging services ("Participating Hotels") whose facilities, in general terms, contain recreational areas, swimming pools,
reception area, bar, common and office areas. UVC Global Panama S. de R.L. grants access to all AMR properties EXCEPT
hotels located in Panama and UVC Sales Panama S. de R.L. grants access to only the AMR property located in Panama.
All rights, responsibilities, liabilities, and benefits described herein with respect to properties located in Panama will be as
between Member and UVC Sales Panama, S. de R.L. and all rights, responsibilities, liabilities, and benefits described herein with
respect to properties located outside of Panama will be as between Member and UVC Global Panama, S. de R.L.
With the Membership Number, Member will have the right to request lodging, subject to availability, in any Participating Hotels
in accordance with the type of membership purchased and pursuant to the seasons indicated below:

High: from the third week of December to the second week of April, Major Holidays and Festive Weekends;
Seasons Medium: from the third week of April to the first week of September;
Low: from the second week of September to the second week of December.

Major Holidays Presidents Week, Thanksgiving Week, Holy Week, Christmas Week, New Year's Week.

Festive Weekends Easter Weekend, Memorial Weekend (US), Independence Weekend (US), Labor Weekend (US).

Considering that Seasons, Major Holidays and Festive Weekends vary from one calendar year to the next, they are mentioned
solely for illustrative purposes, Member should check the specific Season dates at [Link].
Mediator is not liable for the management and operation of Participating Hotels. However, to its knowledge all Participating
Hotels are operated professionally by AMResorts.
THIRD. Procedure for making a Reservation at Participating Hotels.
Members who are in good standing with all their obligations under this Contract may request a reservation at any Participating
Hotels. Such reservations will be processed through the Member Services and Reservations Center operated by Mediator or by
whomever Mediator designates for that purpose. All reservations will require Member's name, Membership Number and will
proceed as follows:
3.1 By telephone or e-mail sent to the Member Services and Reservations Center. Said reservation must be requested by Member
(Users) in the "all-inclusive" program accompanied by payment.
3.2 Reservations will be confirmed under Member's (Users) name or that of someone in their party (jointly "Guests").
3.3 Reservations are subject to availability on a “first come, first serve” basis. Minimum stay is two (2) nights with a maximum
of 20 (twenty) rooms in the same period and in the same Participating Hotel. Any reservation for a greater number of rooms
should be booked directly with the Participating Hotel and will be subject to that establishment's terms and conditions.
3.4 Reservations must be booked no less than seventy-two (72) hours prior to the arrival date, confirmation will be provided in
the event of availability by fax, e-mail or certified mail within two (2) natural days following the request date. Exceptionally,
reservations made with less than seventy-two (72) hours notice may be confirmed subject to availability and communication
media.
3.5 Member must show the confirmation provided by Mediator through its Member Services and Reservations Center on arrival
at the Participating Hotel's reception area. Reservations will be paid to the Participating Hotel by Member through the Member
Services and Reservations Center operated by Mediator.
3.6 If the Participating Hotel is unable to honor a Member's previously confirmed reservation the Participating Hotel will offer
Member to stay in an establishment of equal or better category than the Participating Hotel, so that Member may obtain the same
services and lodging without additional charge.

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Reservations may be canceled under the following conditions:
SM1-010219

In the event of a cancellation, Member may renew the reservation on a different date subject to applicable rates.
1 In all cases, the rescheduling of a reservation will require payment of a Reservation Fee pursuant to Rule Five of these

Operating Rules.
FOURTH. Rights and Limitations of Stays in Participating Hotels.
A. Persons allowed to stay in the Rooms.
Rooms are assigned for Guests to use in accordance with the Operating Rules.
B. Registration.
Access to Rooms will be provided in accordance with the confirmation presented by a Guest.
All Guests registering in the Hotel must sign an open credit card voucher or leave a cash deposit to guarantee payment of extra
services and any damage caused to a room or the facilities of the Participating Hotel. At checkout any additional charges or
damage will be charged on the voucher or against the cash deposit, if no amounts are due both will be returned to the Guest.
Check-in and checkout times are set by the individual Participating Hotel. Nonetheless, the Room will be available no later than
15:00 hours (3 p.m.) and must be vacated no later than 12:00 hours (noon) leaving it in the same condition as it was received.
Guests who fail to vacate their rooms on time will be penalized in accordance with the policies of the Participating Hotel.
Members shall have the right to request a "Early Check in" and a "Late Check out" without charge subject to availability.
C. General Rules
1. Rooms will be assigned for occupation by the Guest.
2. The rules governing use of common areas are be posted visibly for Guests. Access to such areas is limited to paths, sidewalks
or corridors meant for such use in accordance with the rules of each Participating Hotel.
3. All reservations or stays are subject to cancellation, interruption or termination in case of an event beyond Mediator's control
or that of the Participating Hotel, such as unforeseen circumstances or force majeure including earthquakes, tidal waves,
hurricanes, vandalism. Member will not be held liable for penalties under such circumstances.

4. Exclusively in the case of labor strikes, Mediator may cancel confirmed reservation for the duration of the strike without such
cancellation representing a loss of the reservation payment.
5. The owners and operators of a Participating Hotel have legally required liability insurance policies covering Guests and their
belongings against harm they may suffer during their stay in the Participating Hotel.
6. Guests stay at the Participating Hotel and use and enjoy its facilities at their own risk and liability. Neither the Participating
Hotel nor Mediator is liable for any type of accident, damage or other event, in the understanding that such exemption does not in
any way limit the liability of the Participating Hotel arising from its own negligence or fault.
D. Description of Rooms and Maximum Occupancy.
When a reservation is confirmed, Guests will be informed of a room's maximum occupancy and must comply with such
instructions. Furthermore, Guests will receive information on the charge they must pay for each additional person per night
staying in the room. Charges may vary depending on whether the room is used by one or more adults or children. Some
Participating Hotels are for adults only.

All rooms provided by the Participating Hotels are fully furnished, have air-conditioning, two double beds or one king size bed,
minibar, shower and tub.

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SM1-010219
E. Restricted Uses
No Guests may use or allow their room to be used in any manner that could affect the reputation of the Hotel; neither will they
carry on any dangerous, offensive or noisy activities that could interfere with the comfort, well-being and safety of other guests or
the Hotel itself. The Guest is obligated to obey the rules in effect at each of the Participating Hotels.

F. Penalties.
Failing to obey any of the present Operating Rules or the Rules of a Participating Hotel could result in fines or penalties for
Member. Such penalties can range from a verbal warning to eviction from the Hotel. The Hotel will advise Mediator when a
Guest breaks its Rules or the Operating Rules, and Mediator will then have the option to rescind the Contract without liability
whatsoever.
FIFTH. Payment and Collections.
Member will pay an Annual Renewal Fee on each anniversary of the Contract Activation Date as instructed by Mediator. Said
fee is subject to increase annually up to a maximum amount calculated based on the US Consumer Price Index plus three
percentage points, covering a yearly period from January to December. Mediator will send Member an e-mail announcing when
payment is due and any fee increase no less than thirty (30) natural days in advance.
Past due payments will cause a late payment interest of 5% (five percent) a year. If the Annual Renewal Fee is not paid, Member
will not be allowed access to the benefits arising from this Contract.
Furthermore, Member will be charged a Reservation Fee every time they make a reservation. However, the fee for a first
reservation during each twelve (12) month anniversary period of the Contract will not be charged. Said Reservation Fee may
increase by a maximum amount based on the US Consumer Price Index plus three percentage points for each annual period
between January and December. The Reservation Fee is nonrefundable in case of cancellation.
In the case of financed contracts, Member will pay a service fee for account handling, administration and collection expenses
("Service Fee"); said Service Fee will be paid in accordance with the monthly payments indicated in the Contract Cover Page, and
it may be increased from time to time by a maximum amount based on the US Consumer Price Index plus three percentage points
for each annual period between January and December.
Member will pay the Annual Renewal Fee, Reservation Fee or any other amount due under the Contract by means of a check or
money order, credit card or in any manner indicated by Mediator payable to whomever Mediator indicates in writing.
SIXTH. Participating Hotels operation
The maintenance and operation of Participating Hotels are the responsibility of the corresponding Supplier. In order to provide
the highest quality service and satisfaction for Members, Suppliers may hire third parties to directly or indirectly provide the
lodging services.
SEVENTH. Affiliate Programs
Mediator will keep Member informed of the different Suppliers and programs available, which can be consulted by Member at
[Link], together with the corresponding instructions for their use and purchase.
Pursuant to the Contract, Discounts and Suppliers will be available to Member as of the Contract Activation Date and continue
as long as: i) Supplier affiliation continues to exist; and ii) Member is current on the payment of all fees and charges.
Mediator may modify, replace or substitute the Discounts and Suppliers for similar ones without prior notice. Suppliers may also
change their products and services for ones that are similar, such as the list of Participating Hotels.

Date: November 13, 2018

MEMBER: MEDIATOR:

TORAN A TATE

UVC Global Panama, S. de R.L.

DEMEICIA P TATE and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ

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SM1-010219
EXHIBIT “B”
Unlimited Vacation Club Program Suppliers and Discounts

Member may enjoy the Benefits and Discounts offered by Suppliers affiliated to the "Unlimited Vacation Club" program using
the Membership Number they were given by Mediator at the signing of this Contract, without such representing a business
opportunity. The following are Suppliers, Benefits and Discounts:

1. AMResorts Hotels.
Member may book their reservations with a preferential rate at any of the hotels operated by AMResorts ("Participating
Hotels") available at [Link] at the applicable rates. Such reservations must be booked using the
process described in the Contract and in the Operating Rules. Participating Hotels may be added or removed unilaterally by
AMResorts.
Conditions of use for Membership type:

GRAY PEARL

Member may request a reservation in accordance with the seasons applicable to the type of Membership purchased, as
described in the preceding table.
Reservations are subject to availability, payment of the Acceptable Rate as this term is defined herein, and payment of the
applicable Reservation Fee.

a. Acceptable Rate:
Guests will have a 25% (twenty-five percent) discount on all available Participating Hotel rates ("Acceptable Rate"). Said rates
can be viewed at [Link] as well as on the webpages of all Tour Operators listed in this section
("Authorized Tour Operators"). It is understood that the rates published at [Link] already include
the 25% (twenty-five percent) discount and the "All-Inclusive" rate, however they do not include flights or ground transfers.
Minimum stay duration at Participating Hotels is two (2) nights.
At time of signature, this is the list of Authorized Tour Operators, this list may be modified without prior notice:
AMResorts Hotels websites, Apple Vacations, Travel Impressions / Alaska Vacations, American Airline Vacations,
[Link], [Link], Cheap [Link], Classic Vacations, Delta Vacations, [Link], Flight Centre, GOGO
Worldwide Vacations, [Link], Jetblue Getaway Vacations, Liberty Travel, Mexico Unlimited, [Link], Pleasant
Holidays, [Link], Spirit Airline Vacations, [Link], US Airway Vacations, Vacation Express, / [Link]
(México), [Link] (México), [Link] (México), [Link] (México) / Sunwing Vacations (Canada), Signature
Vacations (Canada), Thomas Cook Vacations (Canada), Holiday House (Canada), Air Canada Vacations (Canada), Sunquest
(Canada), Vacance Air Transat (Canada), West Jet Vacations (Canada), [Link] (Canada), [Link] (Canada),
[Link] (Canada) / First Choice Holidays (UK), Virgin Holidays LTD (UK), British Airways Holidays (UK), Thomas Cook
UK (UK) / [Link] (Europe) / [Link] (South America), [Link] (South America), [Link] (South
America).
The 25% (twenty five percent) discount is granted for an unlimited number of guest nights at the Participating Hotels with
respect to the Acceptable Rate. Member may reserve a maximum of 20 rooms, in addition to their own, during the same period
and in the same Hotel on condition that the reservations are made in Member's name. Any reservation requesting a greater
number of rooms must be made directly with the Participating Hotel and will be subject to that property's terms and conditions.

b. Price Match:
In order to use this benefit, Member must inform to the Members Services and Reservations Center of the Acceptable Rate
when making the reservation. Mediator is obligated to honor the 25% (twenty-five percent) discount on the Acceptable Rate.
Members must provide a printed copy of the electronic confirmation of the Acceptable Rate for validation by Mediator. This
benefit will be applicable on condition that the Acceptable Rate is in effect on the precise date on which Member wishes to
make payment for the lodging services; and only if it is for the same room type and category, same Hotel, same dates and same
number of children and adults; including taxes and extra charges.

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c. Roll Back:
If Member finds a lower Acceptable Rate after the reservation is fully paid, Member should notify the Members Services and
Reservations Center in writing (same room type and category, same Hotel, same dates and same number of children and adults;
including taxes and extra charges), at least 48 hours before check in date, so that Mediator can apply the 25% (twenty-five
percent) Discount in the new Acceptable Rate and refund the difference between the amount paid by Member and the
Acceptable Rate less the 25% (twenty-five percent) discount.

2. Exclusive Benefits for Members and Users.

a. Room Upgrade: As an additional benefit, a free room upgrade to the next level may be requested on arrival at any of the
Participating Hotels, subject to availability.
b. Spa Services: 25% discount on posted spa service prices at Participating Hotels. The discount is not applicable for
accessory purchases or with other promotions.
c. Additional Services: 25% discount on additional room charges at Participating Hotels, provided that such services were
offered or provided directly by the same Participating Hotel. These discounts are not applicable on services or products offered
by Hotel concessionaires or suppliers.

3. Exchange System.
Resort Condominiums International (RCI)

Member will be affiliated to Resort Condominiums International, LLC ("RCI"). Said affiliation will come into effect within
sixty (60) business days following the Activation Date. Mediator will cover the cost of the first two annual affiliations so that
Member can have access to the RCI exchange system and deposit lodging intervals. All deposit or exchange and annual
renewal fees will be paid by Member.

Starting on the third year, the annual affiliation fee will be paid by Member directly to RCI.
Member may use the Exchange Nights indicated in the Contract Cover Page by depositing blocks of seven (7) nights and
paying the Member Services and Reservations Center a "Processing and Booking Support Fee" of USD250.00 (two hundred
and fifty dollars US) when making the deposit. Mediator reserves the right to increase this fee on a yearly calendar basis up to
a maximum amount set by the US Consumer Price Index, plus three percentage points. The RCI applicable fees can be
consulted at [Link].

Each deposit transaction (7 Nights / 1 Week) through RCI will provide member 10 Trading Power Units as such term is
defined in RCI´s Membership Agreement.

If for any reason Member require additional Trading Power Units to fulfill the requested exchange with RCI, Mediator shall
provide an additional number of Trading Power Units up to the amount of 20. In such cases member is not required to use any
of the allotted number of Exchange Nights but will be required the applicable combine fee.

Benefits reserved through RCI and/or Exchange Suppliers are governed by their own terms and conditions.

4. UVC Lifestyle Collection.

Member will be affiliated to UVC Lifestyle Collection by Mediator who will cover the cost of the first 2 (two) annual
affiliation fees to that program and its exlusive benefits listed at [Link]/members/partners; starting
on the third year the affiliation fee will be paid by Member. The affiliation will come into effect sixty (60) business days after
the Activation Date.
Member can use the Exchange Nights indicated in the Contract Cover Page to obtain additional benefits by following these
procedures: Depositing blocks of seven (7) nights and paying a "Processing and Booking Support Fee" of USD250.00 (two
hundred and fifty US Dollars) to the Member Services and Reservations Center when making the deposit. Mediator reserves
the right to increase this fee on a yearly calendar basis up to a maximum amount set by the US Consumer Price Index, plus
three percentage points.

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5. AMSTAR DMC:

Member will enjoy discounts and benefits from AMSTAR DMC on local tour services, guided excursions and ground
transportation where available. Discounts will be from 10% (ten) to 15% (fifteen percent) on posted prices. Rates with applied
discounts are published at [Link]/members/partners.
More promotions will be advertised at [Link] as they become available.
Mediator, its Suppliers and/or any related parties offer no special discounts or benefits and/or rates on airlines, air passage or
any other air carriage service, except the promotions shown at [Link].

General rules for applying the Discounts:

a. Member must be current on all their obligations under this Contract.
b. Mediator may from time to time add, modify, replace, substitute or eliminate any Suppliers, Benefits and/or discounts
described in this document without prior notice.
c. Benefits and Discounts are provided by external suppliers not related to Mediator, therefore Mediator will not be liable for
any incident, complaint, damage or injury related to such.
d. Each Supplier has their its operating rules when booking room reservations or providing benefits. All services and
reservations are subject to availability; they will be answered in the order in which they are received and pursuant to the
guidelines and policies of each Supplier.

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Date: November 13, 2018 IEP

MEMBER: MEDIATOR:

TORAN A TATE

UVC Global Panama, S. de R.L.

DEMEICIA P TATE and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ

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DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 SM1-010219
EXHIBIT “C”
PROMISSORY NOTE
November 13, 2018
Under the terms of this Promissory Note good for the amount of $6,914.50 US Dollars

TORAN A TATE and DEMEICIA P TATE

("Subscriber") unconditionally agrees to pay UVC Global Panama, S. de R.L. and UVC Sales Panama, S. de R.L., or
its endorsees or any other natural individual or designated company ("Holder"), at Holder's domicile or at any other
domicile indicated in writing to Subscriber, the principal sum of: $6,914.50 (six thousand nine hundred fourteen and
50 / 100) US Dollars in 48 consecutive monthly installments, each of which will be for the amount of $144.05 (one
hundred forty-four and 05 / 100) US Dollars starting exactly on February 01, 2019 with each subsequent payment
due on the following calendar month on the same date as the initial installment.
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In the event that any ordinary or late payment interest is pending payment on the date of the last consecutive monthly
installment, Subscriber must add to the amount of that last consecutive monthly installment the sum of any pending
ordinary and late payment interest so that the principal amount and any interest will be fully liquidated. All payments
under this Promissory Note are specified free of any withholding or taxes.

The amounts described in this Promissory Note are in dollars, legal currency of the United States of America.
In the event that any installment is due on a nonbusiness day, its term will be extended to the first following business
day, and Subscriber must make such payment on the immediately following business day. The corresponding statements
of account will reflect each payment made by Subscriber.

The outstanding amount will generate an ordinary interest at the rate of 0.00 % per year, starting on the subscription
date of this Promissory Note and must be paid jointly with the principal on the date of any payment.

Subscriber promises to pay Holder (i) an additional charge of 5% as late payment interest on any past due monthly
installment in the event that such payment remains in arrears for more than five days after its due date and, (ii) a charge
of 20% (twenty percent) of the amount for personal checks written by Subscriber as payment for the installment and
returned by the bank due to insufficient funds. In the event that Subscriber fails to pay any of the monthly installments
pursuant to this Promissory Note or when it is presented for payment by Holder, the entire outstanding amount plus
ordinary and late payment interest will be due immediately at Holder's discretion.

Subscriber may perform advance payments or liquidate the entire amount of this Promissory Note without incurring any
penalty.
Subscriber hereby waives any reminder, requirement or due notice for payment of this Promissory Note.
Any notice, payment order or instruction between the Parties in relation with the present Promissory Note, should be in
writing and delivered personally or mailed to the addresses indicated in the Contract.

Subscriber acknowledges and accepts that Holder may endorse, assign or transfer in any manner all the rights it holds
under this Promissory Note without Subscriber's consent.
This Promissory Note will be governed, interpreted and enforced pursuant to the laws of New York State, USA, and
excludes the choice of jurisdiction or law. In all matters related to this Promissory Note, Subscriber and Holder hereby
waive their right to trial before a jury for the resolution of any lawsuit or procedure to enforce or defend any right, power,
recourse or means of defense arising from or related to this Promissory Note, therefore any such action must be brought
before a Judge only.

This Promissory Note contains 1 (one) page, each of which is signed by the Subscriber.

Subscriber:

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TORAN A TATE

DEMEICIA P TATE
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DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 SM1-010219
IEP EXHIBIT “D”
Monthly Installments

I acknowledge that UVC Global Panama, S. de R.L. and UVC Sales Panama, S. de R.L., has appointed GBS International,
domiciled at 9450 Sunset Drive Miami, Florida 33173, USA, to handle collection of the Total Price indicated on the Contract
Cover Page and/or amount owed under the Promissory Note. I acknowledge and accept all payments due under the Contract
and obligate myself to cover them in benefit of Mediator.

Therefore, I hereby authorize that collection of the 48 Consecutive Monthly Installments which include the corresponding
Service Fee of $9.00 USD and represent a total amount of $153.05 be performed using the payment method selected
below:00

a) Monthly payments can be in cash or by check or electronic transfer to the account indicated by GBS International Inc.
Payments made by check are accepted subject to clearance by the bank. Checks returned for causes attributable to
Member will cause a handling fee equivalent to 20% (twenty percent) of the check amount as penalty.
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b) Direct debit from checking account, using the information provided and copy of a canceled check.

Account holder:
Bank Account #: Routing # (ABA#):
Bank Name:
Address:

I hereby authorize GBS International Inc., to charge the amounts mentioned in the preceding paragraph directly to my
checking account as payment of the monthly installment amounts set in this document. The charge will appear described as
"Unlimited Vacation Club" and/or "GBS International, Inc.". Furthermore, I authorize GBS International, Inc. to make use of
the canceled check mentioned earlier herein.

c) Automatic Credit Card Charge,

to the following account:
Card holder:
1
Card number:
Issuer:

I hereby authorize GBS International Inc. to charge the monthly amounts described in the immediately preceding paragraph to
my credit card as payment of the installments agreed in this document. Said payment will appear as Unlimited Vacation Club
and/or GBS International, Inc .
1
Card holder Signature: ___________________________

In the event that a monthly payment becomes past-due by more than five days from the due date indicated in the Cover Page,
the Member will be charged an additional 5% (five percent) as late payment interest.

Date: November 13, 2018 MEMBER:

TORAN A TATE

DEMEICIA P TATE
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

IEP

SM1-010219

Wire Transfer Information/Check Information

For making a wire Transfer:

Beneficiary Bank: City National Bank

Account Name: GBS INTERNATIONAL INC
Address: 25 W. Flagler Street
Miami, FL 33130
U.S.A.
ABA #: 066004367
ACC #: 30000004447
SWIFT: CNBFUS3M

After the wire transfer is executed please send notification of your transaction to:
memberservices@[Link]

For mailing a check:

Make check payable to: GBS INTERNATIONAL INC

Attention: Accounts Department

Mail to: GBS International

9450 Sunset Drive
Miami FL, 33173
U.S.A.

Before mailing your check, please fax or email us a copy of the check and this format to: fax (786) 441.2146
memberservices@[Link]

Please note that in order to apply your payment properly, your name and membership number must be
included on the check as a reference.

This option is only available for accounts on US and Canadian Dollars.

DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

IEP

SM1-010219

FINANCIAL LIABILITY WAIVER

As of the Activation Date of this Contract, in the event of the death of one of the signatory Members, any
outstanding amount of the Total Price owed by Member will be considered "Paid in Full".

This Waiver of Financial Liability exempts the surviving Member and/or their beneficiaries only from the
obligation to pay the Financed Amount as of the date of death. It will be valid only if the terms and conditions
of the Contract are satisfied and all payment obligations are current at the time of death.

Payment of the Annual Renewal Fee and all other applicable fees will remain the responsibility of the
surviving Member and/or their beneficiaries.

Date: November 13, 2018

MEMBER: MEDIATOR:

TORAN A TATE

DEMEICIA P TATE UVC Global Panama, S. de R.L.

and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961
SM1-010219

Premier Certificate
GRAY PEARL
This Certificate issued by Mediator grants Member 7 Premier Nights for 2 (two) people in a ``Deluxe Room´´ type, at any of
the ``Participating Hotels´´ subject to availability under the "All-Inclusive" plan (food and beverages included) in accordance
with the type and conditions of use of their membership as indicated in Exhibit B and subject to the terms and conditions
described further on herein.

Therefore, the Premier Nights warranted will be released 1 night each 7 monthly payment(s) made under the Contract and in
accordance with the applicable financing plan. All Premier Nights will be released on the date Member satisfies the Total Price
in full.

From the total of 7 Premier Nights, 0 are carried over from the nights not used on your previous contract DMX-000042.

Terms and Conditions

Member may use the Premier Nights at any Participating Hotel (operated by AMResorts), in accordance with the category
assigned by Supplier AMResorts to each Participating Hotel, with the option of 1 for 1 or 2 for 1; that is to say, some
Participating Hotels will require the use of one Premier Night for each night reserved (1 for 1), while other Participating
Hotels, because of their category, will require the use of two Premier Nights for each night reserved (2 for 1).

AMResorts reserves the right to create, eliminate or modify categories; it may also modify the list of Participating Hotels
and/or modify the categories assigned to each Participating Hotel, without need of prior notice to Member or Mediator. In such
cases, Member will enjoy a grace period of sixty (60) natural days to complete a reservation at the Participating Hotel whose
category was altered, after which reservations will be accepted based on the new category.
Participating Hotels assigned the 2 for 1 category available to Members are listed at [Link]. The
following hotels are presently listed in that category:
Dreams Playa Mujeres, Breathless Riviera Cancún, Breathless Montego Bay, Breathless Cabo San Lucas, Secrets Maroma,
Secrets Playa Mujeres, Secrets The Vine, Secrets Saint James, Secrets Wild Orchid, Secrets Puerto Los Cabos, Secrets Akumal,
Secrets Cap Cana and Secrets Papagayo.

This Certificate does not grant Member the option of an upgrade to a "Preferred" type room or access to any of the "Preferred"
areas in Participating Hotels.

Reservations for Premier Nights are subject to availability and can be requested through [Link] or
the Member Services and Reservations Center.
Member may request a minimum of two (2) Premier Nights with each reservation throughout the year except on Major
Holidays and Festive Weekends. The applicable reservation process, conditions and cancellation policies are indicated
in Exhibit A.
This Certificate does not include or warrant any other charge or expense by Member, such as airfare, taxes, transportation,
tours, green fees, personal expenses, security deposits and/or other expenses.

Date: November 13, 2018 Term: 7 years

MEMBER: MEDIATOR:

TORAN A TATE

UVC Global Panama, S. de R.L.

DEMEICIA P TATE and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

IEP

SM1-010219
GUEST CERTIFICATES
Mediator hereby grants Member 2 Guest Certificates so that friends and family (the "Guests") may also share the
Acceptable Rate (25% Discount) at Participating Hotels when Member is not a guest at the Participating Hotel.
Certificates will be issued on the Activation Date and are renewable every year throughout the term of the
Membership. Unused Guest Certificates will expire every December 31 and are not cumulative.

Guests will have access to the room type and Participating Hotel booked by Member in accordance with the
membership level indicated in Exhibit B of their Contract.

Terms and Conditions

a. Guest Certificates are valid only if Member is current on all their payment obligations.

b. Reservations booked under this Guest Certificate must be completed in accordance with the reservation procedure
described in Exhibit A through the Member Services and Reservations Center, indicating the number of guests, hotel,
arrival and departure dates, and are subject to availability.

c. Each Guest Certificate allows the reservation of only one room.

d. The Member Services and Reservations Center will confirm and assign a reservation number after the applicable
Reservation Fee is paid.

e. If a reservation with an assigned number is canceled, the Guest Certificate will not be replaced and cancellation
policies described in Exhibit A shall apply.

Date: November 13, 2018

MEMBER: MEDIATOR:

TORAN A TATE

UVC Global Panama, S. de R.L.

and UVC Sales Panama, S. de R.L.
DEMEICIA P TATE ERICK GILDARDO JIMENEZ ORTIZ
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

IEP

SM1-010219
IEP

UPGRADE LETTER

In view of the membership upgrade requested by Member, both Mediator and Member hereby acknowledge
and accept that Membership Number DMX-000042 type CHOICES will be void as of the signing of this
Letter.

Notwithstanding the above, the amounts paid towards the Total Price (not including taxes, fees and interest)
on Membership Number DMX-000042 type CHOICES will be credited to the Total Price of the new
membership acquired by Member, pursuant to the Contract executed for that purpose and which Member
must sign and obey.

Mediator will honor all prior certificates and benefits that have not been used by Member, with the matching
upgrade of suppliers, category, rates and prices that are still applicable to date. Such upgrading may not be
interpreted as a duplication of benefits, certificates or the freezing of rates and prices. Reservations at hotels
with special category will be honored as of the date of the original contract.
Member signs this letter in the understanding that they wish to acquire a membership of higher level and
price and that the benefits, prices and costs of such purchase have been explained to them. Therefore,
Member may not allege or request at a later date the partial or full reinstatement of the terms and conditions
contained in their earlier contract.

Date: November 13, 2018

MEMBER: MEDIATOR:

TORAN A TATE

UVC Global Panama, S. de R.L.

DEMEICIA P TATE and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961
SM1-010219

RCI BONUS WEEKS CERTIFICATE

Mediator hereby grants Member the number of RCI Week(s) indicated below, which may be used at any of the
available destinations accepting such RCI Week(s) listed at [Link].
4 RCI Bonus Weeks valid for 2 years with an activation fee of $249.00 usd each.

Terms and Conditions

a. Each RCI Week will be valid for 7 (seven) nights of lodging, subject to availability and payment of the
Activation Fee.
b. RCI Weeks are for lodging only. They do not include food, beverages, additional fees, charges and taxes.
c. RCI Weeks will only be activated if Member is current on their payment obligations towards Mediator and the
Exchange Supplier RCI.
d. RCI Weeks can be activated by calling the Member Services and Reservations Center from the US or Canada
at: 1 (877) 923-2582, Dominican Republic: 1 (829) 200-9898 or from other countries at: 001 (305) 596-3320
and 001 (786) 999-0179.
e. When the RCI Week is activated, Member may reserve at [Link].

Date: November 13, 2018

MEMBER: MEDIATOR:

TORAN A TATE

UVC Global Panama, S. de R.L.

IEP and UVC Sales Panama, S. de R.L.
ERICK GILDARDO JIMENEZ ORTIZ
DEMEICIA P TATE
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

IEP
SM1-010219

IEP

YACHTS CERTIFICATE
UVC has mediated with various yacht suppliers to extend substantial discounts for our members at many of our resort
destinations:

* Choose from a fleet of 34- to 45-foot yachts for up to 16 people.

* Obtain substantial discounts on each rental - varies by season and demand.
* Book unlimited boats and yachts when available.
* Rent in multiple destinations, where yacht suppliers are available, including Cancun, Cozumel, Puerto Aventuras,
Puerto Vallarta, Los Cabos, and the Dominican Republic.
For your convenience you will be able to log into [Link]/members/partners, in order to
compare and find the most suitable option for your experience.

Date: November 13, 2018

MEMBER: MEDIATOR:

TORAN A TATE

UVC Global Panama, S. de R.L.

and UVC Sales Panama, S. de R.L.
DEMEICIA P TATE
ERICK GILDARDO JIMENEZ ORTIZ
TERMS AND
DocuSign CONDITIONS
Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 “Member” or “RCI Weeks Subscribing Member” shall include
OF RCI WEEKS SUBSCRIBING MEMBERSHIP a Corporate Participant.

These Terms and Conditions of RCI Weeks Subscribing J. “Deposit” means a unit of Vacation Time for which the use
Membership (the “Terms and Conditions”) govern a rights have been relinquished to RCI for use by RCI as
subscribing membership in the RCI Weeks Exchange Program described in the Program Documents; Deposit may also
(the “Program”). The Program is contained and described in include Deposit Credits and/or Combined Deposits.
the Enrollment Application, the Disclosure Guide to the RCI
Weeks Exchange Program and these Terms and Conditions, K. “Deposit Credit” means a non-monetary credit that may be
as amended by RCI from time to time (collectively, the used towards a future vacation or Combined Deposit, placed
“Program Documents”). The Program Documents comprise on a Member’s account after the Member makes an
the terms of a binding contract between RCI and Members of exchange using a Deposit, Combined Deposit or other
the Program. Deposit Credit which has a higher Deposit Trading Power
than the Exchange Trading Power of the Confirmed
1. Definitions. The following definitions apply: Exchange the Member has reserved.

A. “Affiliated Resort” means a Resort, Inventory provider or L. “Deposit Trading Power” is the value derived by RCI and
Alternative Inventory provider authorized by RCI to offer the assigned to: (1) a unit of Vacation Time upon Deposit of that
Program by having an effective Affiliation Agreement with RCI. Vacation Time; or (2) the value derived when making a
Combined Deposit; or (3) the residual value of a Deposit
B. “Affiliation Agreement” means the agreement that states the Credit.
terms and conditions that governs the relationship between
RCI and a Resort, Inventory provider or Alternative Inventory M. “Enrollment Application” means the form or forms
provider and thereby allowing them to offer the Program. prescribed by RCI from time to time for enrollment of
Members in the RCI Weeks Exchange Program.
C. “All-Inclusive Package” - A package of food, beverages, or
other amenities required or offered by an Inventory provider or N. “Exchange Fee” means the amount paid to RCI to obtain
Alternate Inventory provider for an additional fee. a Confirmed Exchange or to initiate an Exchange Request.

D. “Alternative Inventory” means additional Inventory, products O. “Exchange Request” means a Member’s formal request to
or services, such as cruises, which may be acquired by RCI obtain access to Inventory pursuant to the Program
from third parties, not deposited by or on behalf of a Member, Documents. Such Exchange Request requires the payment
and which may be made available to Members. of an Exchange Fee.

E. “Business Day” means the regular business hours of P. “Exchange Trading Power” means the value required to
operation for RCI’s Carmel, Indiana Call Center. obtain the use of Inventory.

F. “Combined Deposit” means a Deposit resulting from the Q. “Floating Vacation Time” means a type of Vacation
combining of two or more Deposits and/or Deposit Credits. Ownership in which the use rights to that Vacation
Combined Deposits may themselves be combined or Ownership may attach to a different week from year to year.
combined with Deposits and/or Deposit Credits to obtain a new
Combined Deposit. R. “Guest Certificate” means written or electronic evidence
that an individual 21 years of age or older as designated by a
G. “Confirmation” means a written or electronic Member may use Inventory through the Program, or any
acknowledgement to a Member that an Exchange Request has other benefits of membership that RCI may permit from time
been fulfilled. to time at its sole discretion.

H. “Confirmed Exchange” means a vacation obtained through S. “Guest Pass” means the giving of the benefits of a Guest
the fulfillment of an Exchange Request as set forth in the Certificate on multiple occasions during the stated period
Program Documents. without having to pay an individual Guest Certificate fee for
each transaction.
I. “Corporate Participant” means a person whose annual
Subscription Fee and/or Transaction fees may be paid to RCI T. “Home Group” means a group of Resorts under common
by an entity or organization with which RCI has a contractual ownership, control or contractual arrangement with a Home
agreement to offer the Program. Unless expressly indicated Resort or a group of Resorts which RCI has determined
otherwise, all references to qualifies as a Home Group.

010219SM1 W5
U. “Home
DocuSign Resort”
Envelope means a Resort at which a person has
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 2. Membership.
Vacation Ownership or a Resort at which a person is assigned
Vacation Time for the purpose of depositing such Vacation Under the Program Documents, RCI offers its Members a
Time with RCI. subscription to RCI’s ENDLESS VACATION magazine and
access to other printed or electronic publications, RCI’s
V. “Host Resort” means a Resort to which a Member obtains website at [Link], an exchange service for their
an exchange. deposited Vacation Time, and other travel and leisure
benefits (collectively, the “Program Benefits”).
W. “Internal Exchange” means an exchange by a Member
back into the same Home Resort or Home Group as the A. An initial RCI membership begins with RCI’s receipt and
Deposit used for that exchange. acceptance of an Enrollment Application and the applicable
Subscription Fee. Some exceptions may apply such as in the
X. “Inventory” means any Vacation Time, good, service, case of a Corporate Participant. RCI reserves the right to
benefit, or movable or immovable property that is utilized in the refuse any applications and Subscription Fees.
Program designed for separate occupancy or consumption,
and includes, without limitation, any right to occupy an B. If the Vacation Time is owned by a proposed Member that
apartment, condominium or cooperative unit, cabin, lodge, is a corporation, partnership, trust or other entity, the
hotel or motel room, campground or other private or Enrollment Application must be completed on behalf of the
commercial structure or improvement, whether situated on real owner in the name of an individual officer, partner or trustee
or personal property. of the entity, and RCI shall be entitled to treat that named
individual as the Member for all purposes. No more than two
Y. “Member” or “RCI Weeks Subscribing Member” means co-owners of a single Vacation Time may apply for a single
someone who is authorized to participate in the RCI Weeks Program membership. RCI may honor instructions from any
Exchange Program. The terms “RCI Weeks Subscribing person listed in RCI’s records as a co-owner of Vacation
Member” and “Member” shall be deemed to include a Time and, in the event of conflicting instructions, RCI, in its
Corporate Participant unless expressly indicated otherwise. sole discretion, may refuse to honor any instructions
Membership denotes a subscription to Endless Vacation received. It is the Member’s responsibility to notify RCI of any
magazine; RCI Weeks Exchange Program benefits are changes to Member’s information including, without
generally obtained via this subscription. limitation, change of address, email address or ownership.

Z. “Resort” means a resort, resort group, vacation club, C. The Program may not be used by a Member or guest
vacation plan, hotel, condominium, or other private or for commercial purposes, or monetary or other
commercial structure. consideration, including without limitation, auction,
barter, rental, raffle or sale of a Confirmed Exchange,
AA. “Unaffiliated Resort” means a Resort that is not subject to Deposited Vacation Time, Inventory or Guest Certificate,
a current and valid Affiliation Agreement. for example, and RCI reserves the right to limit the
number of transactions by a Member.. Such use is
BB. “Vacation Owner” is a person, corporation or other entity grounds for immediate termination of Member’s membership
who has Vacation Ownership and upon becoming a Member pursuant to these Terms and Conditions.
may deposit his or her Vacation Time in the Program. CC.
“Vacation Ownership” means the legal right to own, occupy or D. Alternative Membership Options. From time to time RCI
use accommodations at a Resort. may offer one (1) or more membership tiers, which may
include additional or alternative options, benefits and/or fees.
DD. “Vacation Ownership Expenses” means all obligations Such benefits may include but are not limited to last minute
associated with or appurtenant to Vacation Ownership by unit upgrades, advance access to unique acquired inventory,
whomsoever levied (including but not limited to Resorts, any waiver of certain fees, and rebates and discounts on other
state, local, federal or any other government entity or its products and services. Fees and availability of such benefits
equivalent if the property is located in a foreign country), shall be determined by RCI in its sole discretion and may
including, but not limited to, any obligation for the payment of change from time to time without advance notice to the
maintenance fees, assessments, common expenses, Member. RCI may discontinue offering or administering any
housekeeping fees, recreational fees, promissory notes, such membership options beyond their initial term. Benefits
mortgage payments, taxes or applicable All-Inclusive Fees (as may be offered on a first-come, first-serve basis and RCI, at
defined in Par. 11.D). its sole discretion, may suspend or otherwise limit any such
benefits at any time. Alternative membership options may be
EE. “Vacation Time” means use rights for a period of time at a subject to additional terms and conditions. Other restrictions
Resort which are deposited with RCI. may apply. Alternative

W6 010219SM1
membership
DocuSign transactions
Envelope may require a combination of
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 fees, B. If the Member’s Vacation Time is at an Unaffiliated Resort,
cash paid and Vacation Time use, and may be subject to that Unaffiliated Resort must be operated in a commercially
applicable taxes. Some products and services may be provided reasonable manner, and offer sufficient space, quality and
by third parties and may be subject to separate terms and amenities to meet the expectations of RCI and its Members,
conditions of such third parties. RCI does not warrant and is as determined by RCI in its sole discretion, including, without
not liable for the availability, value or safety of any such third limitation, the ability to honor Confirmed Exchanges.
party benefits. If alternative membership options are available
to Members, terms and conditions of such alternative C. The Member must be current in fulfilling all obligations to
membership options, including pricing information can be RCI as set forth in the Program Documents.
found at [Link].
D. The Member must be current in Vacation Ownership
3. RCI Inventory. Expenses. If there is a maintenance fee “block” on a
RCI obtains Inventory from Members, as well as from Affiliated Vacation Owner’s RCI account, RCI will deem the Vacation
Resorts and other sources. Members may be required to Owner to have failed to meet this condition, until such time
comply with additional terms, conditions, fees and any as the Home Resort, Home Group or Unaffiliated Resort
applicable taxes in order to use a particular unit of Inventory. provides RCI with written confirmation that all obligations of
the Vacation Owner have been fulfilled.
4. Affiliated Resorts.
6. Depositing Vacation Time.
A. RCI authorizes Affiliated Resorts to provide copies of the
Program Documents to people who purchase Vacation A. Members in compliance with these Terms and
Ownership at or through an Affiliated Resort, so that any such Conditions may deposit Vacation Time into the Program
purchasers can consider whether to become a Member. RCI is during the time period from twenty four (24) months to
a separate and distinct entity from Affiliated Resorts, fourteen (14) days before the start date of the Vacation
developers, marketers, or sellers of Vacation Ownership, or Time to be deposited. To receive the maximum Deposit
other providers of Inventory or Alternative Inventory used in the Trading Power, Vacation Time should be deposited at
Program. Affiliated Resorts are subject to Affiliation least two hundred seventy one (271) days prior to the
Agreements, and are not permitted to make any start date of such Vacation Time. Vacation Time
representations about RCI or the Program that are different deposited less than nine (9) months from the start date
from the statements in the Program Documents. may receive a lower Deposit Trading Power. RCI may, at
its sole discretion, accept a Deposit of Vacation Time
B. RCI was not and will not be a party to any contract or
less than fourteen (14) days before the start date of the
agreement that the Member may have entered into with an
Vacation Time and may require the payment of an
Affiliated Resort or other seller for the purchase of a Vacation
additional fee. RCI generally considers requests for such
Ownership. The Affiliated Resort or other seller of Vacation
Deposits only in areas where there is high demand for
Ownership are separate and distinct from RCI, and any
Inventory.
contract that the Member may have with an Affiliated Resort or
other seller of Vacation Ownership is separate and distinct
B. Only Vacation Time that is available for exchange may be
from the Program Documents.
deposited. By depositing Vacation Time the Member
warrants to RCI that: (1) the Member has or will have the
5. Conditions Of Participation.
legal right to use and assign the use of the deposited
Vacation Time and all other resort amenities to which the
Once accepted as a Member, a Vacation Owner may
Member has access; (2) the deposited Vacation Time has
participate in the Program if all of the following conditions are
not been and will not be assigned, offered or made available
first met:
by the Member to any third party; and (3) the physical
accommodations are in good and usable condition. Vacation
A. If the Member’s Home Resort or Home Group is affiliated
Time may be deposited by mail, facsimile, telephone, in
with the Program, it must be in full compliance with all terms of
person at RCI’s Carmel, Indiana facility or through RCI’s
any applicable Affiliation Agreement, as determined by RCI. In
website at [Link]. Members who wish to deposit
addition, the Home Resort or Home Group must be operated in
Floating Vacation Time may be required to obtain unit and
a commercially reasonable manner that will enable it to meet
week assignments from their Home Resorts or Home Group
the expectations of RCI and its Members, as determined by
before their Vacation Time can be deposited. In
RCI in its sole discretion including without limitation the ability
someinstances, Members may be required to contact their
to honor Confirmed Exchanges.
Home Resort or Home Group and ask the Home Resort or
Home Group to make a Deposit on the Member’s behalf.

010219SM1 W7
C. In order
DocuSign to ID:
Envelope deposit Vacation Time with RCI, theMember
2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 Deposit Trading Power of the Deposits used to make the
must provide RCI with the following information:RCI Member Combined Deposit. RCI may charge a Combined Deposit
name and membership number, weeknumber, resort ID Fee. RCI reserves the right to discontinue offering Combined
number, number of bedrooms, andsuch other information as Deposits, to modify the terms regarding the Combined
RCI requests. Deposits, and to change the fee(s) for combining at its sole
discretion. Any fee(s) for Combined Deposits are posted on
D. Members who have properly deposited availableVacation RCI’s website at [Link].
Time will receive a written or electronic Deposit
acknowledgment. K. Members may be able to extend the useful life of a
Deposit, a Combined Deposit or Deposit Credit by requesting
E. Once deposited, a Member’s Vacation Timemay be placed a Deposit extension, in increments of one, three or six
into a protected pool which restricts theProgram’s use of that months, up to and including a maximum Deposit extension of
Vacation Time until the Member’sHome Resort authorizes the one year. RCI may require a Deposit Extension Fee for each
Deposit or as otherwiserequired by an Affiliation Agreement. A such extension. RCI reserves the right to discontinue offering
Deposit may bereturned if a Member is delinquent on their Deposit extensions, to modify the terms of Deposit
Vacation Ownership Expenses. extensions, and to change the Deposit Extension Fees at its
sole discretion. Deposit Extension Fees are posted on RCI’s
F. By depositing Vacation Time with RCI, a Member website at [Link].
relinquishes all rights to use that Vacation Time to RCI.
L. Notwithstanding anything herein to the contrary RCI shall
G. Member agrees and acknowledges that any deposited have the right to limit the maximum number of weeks a
Vacation Time may be used by RCI for any commercially Member may deposit in a given year, or the seasonality of
reasonable purpose, including but not limited to the satisfaction such weeks subject to the terms and conditions of the
of Exchange Requests by Members, rentals, for promotions, Program Documents.
sale, marketing or for other purposes at RCI’s sole discretion,
including use in other exchange or accommodation programs. 7. Obtaining And Confirming An Exchange.
RCI may at any time, dispose of Vacation Time that is not the
subject of an exchange confirmation sixty (60) days prior to the A Member may seek a Confirmed Exchange in accordance
start date of that Vacation Time. with the following procedures:

H. Each deposit of Vacation Time made more than 10 months A. An Exchange Request is “properly submitted” when:
in advance of the start date of such vacation, if made by or on i. The Member has deposited Vacation Time into the
the behalf of a Member for the purpose of an exchange shall Program and the Deposit has been authorized by the
be available exclusively for exchange by Members and eligible Home Resort or Home Group or the Member has a
members of the RCI Points exchange program for a period of Deposit Credit or Combined Deposit on his or her RCI
31 days from the date of deposit including the initial day of Subscribing Member account;
deposit and shall not be available for any other purpose during
such 31 day period, including without limitation rental. ii. The Members Subscription Fees are paid in full
through the end date of the vacation requested for
I. RCI, at its sole discretion may offer Members the option of
exchange by the Member and the Member is otherwise
joining the Auto-Deposit Program. The Auto-Deposit Program
in compliance with the Program Documents;
allows the annual automatic deposit of Vacation Time by
eligible Members who wish to participate. Upon enrollment, the
iii. The Member provides RCI with at least four (4) or
Vacation Time selected will be automatically deposited into the
RCI Weeks Exchange Program a specified number of months more unique and specific Resort choices;
in advance of the start date of the Member’s Vacation Time, as
established by RCI. A Member who is delinquent on their iv. The Member submits the request at least 31 days
Vacation Ownership Expenses may be denied participation in prior to the start date of the requested vacation; and
the Auto-Deposit Program until the Home Resort or Home
Group determines and confirms to RCI that such fees are paid v. The start date of the requested vacation is not earlier
in full. Additional restrictions may apply. Members may opt out than one (1) year before or later than two (2) years after
of the Auto-Deposit Program by providing notice to RCI before the start date of the Deposit, Combined Deposit or
the annual automatic deposit of their Vacation Time. Deposit Credit used to confirm the Exchange Request;

J. A Combined Deposit receives the Deposit Trading Power

equal to the sum of all the individual

W8 010219SM1
vi. The Envelope
DocuSign Member has paid RCI the appropriate Exchange
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 8. Exchange System Priorities.
Fee; and
A. Deposit Trading Power may vary from Deposit to Deposit
vii. The Member is in compliance with all other applicable and from year to year (based on the criteria stated herein).
terms and conditions, including without limitation those
terms and conditions of Inventory and Alternative B. RCI, at its sole discretion, may reevaluate the value
Inventory providers. assigned to a unit of deposited Vacation Time. Upon such
reevaluation if the value assigned to the unit of deposited
B. Members are encouraged to submit Exchange Requests as Vacation Time has increased the Deposit Trading Power of
far as possible in advance of requested travel dates. Members such unit or the associated Combined Deposit or Deposit
are also encouraged to request seasons and unit occupancies Credit may be adjusted accordingly.
that are the same as the season and unit occupancy of their
deposited Vacation Time. In the event the requested vacation C. Exchange Trading Power is subject to change based on
is not immediately available, Members may be offered system activity and the factors listed in this Par. 8 and may
alternative choices based upon availability or the opportunity to differ from the Deposit Trading Power of the Vacation Time.
submit an on-going Exchange Request for Inventory which may
later become available. D. In fulfilling an Exchange Request, RCI will compare the
Deposit Trading Power to the Exchange Trading Power of
C. A Member may make an Exchange Request in person, by the vacation the Member would like to obtain. If the
mail, facsimile, telephone or through RCI’s website at Exchange Trading Power is less than or equal to the Deposit
[Link]. Trading Power, then an exchange may occur, subject to
terms of the Program Documents.
i. Mailed requests must be sent to:
RCI Weeks Exchange Program E. In deriving Deposit Trading Power and Exchange Trading
Attn: RCI Weeks Exchange Request Power RCI considers such factors as:
P. O. Box 2099
Carmel, IN 46082 i. the demand, supply, classification, grouping, and utilization
ii. Telephone Requests: 1-800-338-7777 of the Vacation Time, and the Affiliated Resort and
iii. Facsimile Requests: 1-317-805-9335 geographic regions associated with the Vacation Time;
iv. Website Requests: [Link].
v. In Person at: ii. the seasonal designation of the Vacation Time;
9998 North Michigan Road
Carmel, Indiana 46032 iii. the size and type of the unit (i.e., number of bedrooms,
kitchen type and maximum/private occupancy of the physical
D. If RCI is able to confirm an Exchange Request, the Member unit);
will receive a Confirmation from RCI. The Confirmation must
be presented upon check-in. iv. comment card scores that RCI compiles from comments
submitted by Members who visit the Affiliated Resort;
E. A Confirmation is valid only if issued by RCI or a party
authorized by RCI. Upon receipt, the Member should review all v. the date deposited and the start date of the Deposit.
the details in the Confirmation and notify RCI immediately if
any information in the Confirmation is incorrect. Subsequent F. From time to time and as determined by RCI in its sole
changes to any aspect of the Confirmation may be treated as a discretion, in order for RCI to obtain more favorable
cancellation. Inventory for Members, RCI may waive any of the
Exchange System Priorities described in this Par. 8. RCI
F. If RCI is unable to provide a Confirmed Exchange within may also, in its sole discretion, waive certain fees or
nine (9) months of submission of an Exchange Request, the conditions as described in the Program Documents.
Exchange Fee may be refundable, upon request from the
Member, if the Member is otherwise in full compliance with all G. RCI may at its sole discretion enter into agreements with
applicable Program requirements. Affiliated Resorts to assign Deposit Trading Power to certain
units of Vacation Time based on a derived average Deposit
G. Members requesting an Internal Exchange may receive Trading Power for such units.
priority over other Members who do not have Vacation
Ownership at that Home Resort or Home Group provided H. Corporate Participants may request an
such Members have the requisite Deposit Trading Power exchange which does not require the Member to first
with which to obtain the exchange. Any of the foregoing deposit Vacation Time.
may be waived at RCI’s sole discretion.

010219SM1 W9
I. In addition,
DocuSign Inventory
Envelope is shared regionally to facilitate Member
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 A. Members must pay, or a developer or Affiliated Resort
exchanges. RCI may set aside deposited Vacation Time to must pay on a Member’s behalf, a Subscription Fee to RCI
match regional Exchange Requests and other anticipated for membership in the Program.
demands.
B. Members may renew or extend their memberships by
J. RCI may enforce any restrictions on exchanges required forwarding to RCI the applicable Subscription Fee, in the
by Affiliated Resorts, or providers of Inventory or amount posted on [Link]. Members may opt to enroll
Alternative Inventory whether by written agreement or in a program to automatically renew their Subscription Fees.
otherwise, that RCI, in its sole discretion, deems
reasonable. Restrictions may include, but are not limited C. Member status ceases, if a Member fails to submit the
to, prohibiting Members or their guests from exchanging applicable Subscription Fee within ninety (90) days after the
into the same resort more than once in a specified period, membership period expires. If a former Member seeks to
reactivate his or membership, RCI reserves the right to
determining when Deposits will become available for
charge the Member a reactivation fee in addition to the
exchange, prohibiting exchanges from or to all or
applicable Subscription Fee. The payment of all fees due to
designated resorts located in the same geographic area or
RCI is a condition of renewal or reactivation of membership.
region as an Affiliated Resort, minimum age requirements
RCI reserves the right to refuse to renew or reactivate any
or requirements for mandatory All-Inclusive Packages.
membership, for any reason. RCI in its sole discretion may
impose other requirements and fees as a condition of
9. Limitations on RCI’s Ability to Fulfill Particular reinstatement.
Exchange Requests.
D. During the membership period, Members are responsible
A. RCI’s ability to confirm a specific Exchange Request for payment to RCI of all other fees described in these Terms
depends upon such factors as outlined in Par. 8 Exchange and Conditions, as well as any other applicable fees, in the
System Priorities, as well as the Vacation Time obtained amounts set by RCI for its Members and disclosed on its
from Members and others, restrictions imposed by website at [Link].
Affiliated Resorts and others, promotional programs and
the Deposit Trading Power of a Member’s particular 11. Obligations and Fees Due to Others.
Deposit. RCI therefore cannot guarantee specific resort
choices, travel dates, or types or sizes of A. Affiliated Resorts and other Inventory providers may
accommodations. Neither RCI nor any Resort personnel impose their own limitations and requirements regarding
may represent that specific resort choices, travel dates or occupancy limits for particular accommodations, resort
types or sizes of accommodations can be guaranteed behavior, and other issues. Each Member and guest is
through the Program. Specific unit assignments, if any, subject to such limitations and requirements and shall
are subject to change at the sole discretion of the provider comply with any terms and conditions set forth by the
of Inventory or Alternative Inventory and as such is not respective Inventory provider.
subject to RCI’s control.
B. Unless a Member or guest informs the check-in desk at a
particular Inventory provider that they anticipate checking in
INVENTORY IS SUBJECT TO AVAILABILITY AND IS
later than the arrival time designated within a Confirmation,
OFFERED ON A SPACE AVAILABLE, FIRST-COME,
the arriving Member or guest risks forfeiture of the Confirmed
FIRST-SERVED BASIS EXCEPT AS OTHERWISE
Exchange and the Deposit used to make such Confirmed
INDICATED HEREIN. ALL CONFIRMED EXCHANGES ARE
Exchange. Inventory providers may reserve the right to
CONTINGENT UPON THE MEMBER REQUESTING THE
refuse check-ins other than as provided for on a
EXCHANGE HAVING SUFFICENT DEPOSIT TRADING Confirmation.
POWER TO OBTAIN THE DESIRED INVENTORY. THE
EARLIER AN EXCHANGE REQUEST IS MADE, THE C. Members and guests are responsible for
BETTER THE POSSIBILITY A CONFIRMED EXCHANGE occupying and using any Inventory into which they or their
CAN BE OBTAINED. guests have exchanged, or to which Members or guests
otherwise have access, in a responsible, careful and secure
10. Fees Due to RCI. manner and in accordance with the rules and regulations of
the Inventory provider or Alternative Inventory provider.
Each Member commits to make certain payments to RCI, in an Members and guests are responsible for the payment of any
amount determined by RCI, in exchange for the Program applicable taxes, port charges, gratuities, personal expenses,
Benefits. All Program fees must be paid when due. For utility charges, security deposits, and other fees or charges
complete listing of fees go to [Link]. levied with respect to Vacation Time at a Resort or
Alternative Inventory, for the use of amenities and facilities.
Notwithstanding the foregoing, Members are ultimately
responsible for any damage, theft or loss, and/or expenses
incurred or caused by themselves or guests.

W10 010219SM1
a vacation
DocuSign at an
Envelope all-inclusive Inventory provider, the Member
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 within twenty-four (24) months after the start date of the
understands that use of that Confirmed Exchange may require deposited Vacation Time (or longer if the Member has
payment of additional fees by the Member to the all-inclusive obtained Deposit Extension(s)).
Inventory provider for food, beverages and/or other amenities
(the “All-Inclusive Fees”), under the separate terms and B. If (i) the Affiliated Resort, its developer or owners’
conditions set by that Inventory provider. Any such All-Inclusive association fails or is unable to perform any contractual
Fees, and terms and conditions are determined solely by the obligations to RCI; or (ii) if the resort’s Affiliation
applicable Inventory provider, and are subject to change at any Agreement expires without renewal or is terminated,
time. The Inventory provider may require payment of either by RCI or by the Affiliated Resort or as a matter of
All-Inclusive Fees before or at the time of check-in. Member law.
acknowledges responsibility for confirming in advance with the
applicable Inventory provider whether All-Inclusive Fees must
C. If the Member’s payment is rejected by the Member’s
be paid prior to check-in, and making such payment in advance
bank or credit card company, or the Member has failed
if so required. All-Inclusive Packages may vary in price and in
to meet any of the obligations described in these Terms
the types of food, beverages, and amenities included . The
and Conditions.
Member may be required to purchase the All- Inclusive
Package as a condition for use of the accommodations, or the
All-Inclusive Package may be optional and Members may not D. Upon Cancellation, Termination or Suspension of a
be required to choose whether to purchase it as a condition for Member’s membership pursuant to Par. 23.
use of the accommodations. Food, beverages, and amenities
may not be available at the Resort if the Member chooses not 14. Trading Power Protection.
to purchase an optional package.
Trading Power Protection offers Members the opportunity to
E. Members will be advised by RCI of any RCI fee changes in protect only the value of the Deposit Trading Power used to
the manner set forth in these Terms and Conditions. make a Confirmed Exchange. If Trading Power Protection is
purchased and in the event a Confirmed Exchange is
12. Withdrawing Vacation Time. cancelled or modified for any reason the full Deposit Trading
Power value used to make the Confirmed Exchange is
Members may request withdrawal of deposited Vacation Time restored to the Member’s account, however the Transaction
from the Program, which RCI may withdraw at its sole fee(s) paid for the Confirmed Exchange will not be protected.
discretion and only if: The fee for Trading Power Protection may vary based on the
purchase date. Trading Power Protection may be cancelled
A. (i) any Vacation Time or a portion thereof, whether used as for a refund before the close of the next Business Day after
part of a Combined Deposit or otherwise has not been the date of purchase. Trading Power Protection may not be
assigned by RCI; and (ii) the Member has not received a available for purchase for all Confirmed Exchanges.
Confirmed Exchange as a result of the Deposit or any portion
thereof. 15. Unavailability or Problems with a Confirmed
Exchange.
B. Once withdrawn, Vacation Time may not be redeposited
unless RCI chooses, in its sole discretion, to accept such A. If RCI is prevented, hindered or delayed in the
redeposit. Fees for redepositing may be applicable. performance of any obligation to a Member (including,
but not limited to, providing lodging or other
13. Losing the Opportunity to Exchange Vacation Time. accommodations) due to an Event of Force Majeure,
then RCI shall be excused from further performance
There are some circumstances in which Members can lose upon notice to the affected Member stating the reason
the use of deposited Vacation Time they have deposited for such nonperformance, without obligation to refund
with RCI and/or be ineligible to receive a Confirmed or return the Deposit used for the Confirmed Exchange
Exchange for that deposited Vacation Time: or any amounts that were paid by the affected Member
before such notice. The term “Event of Force Majeure”
A. If the Member does not properly submit an Exchange shall mean:
Request and/or does not accept an available alternative
resort choice and/or travel date i. an act of God or of a public enemy, fire, explosion, perils of
the sea, lightning, earthquake, storm, flood, nuclear disaster,
declared or undeclared war, revolution, insurrection, riot, act
of piracy, act of terrorism, sabotage, blockade, embargo,
accident, epidemic or quarantine;

010219SM1 W11
ii. actionEnvelope
DocuSign by a governmental authority, a court, appointment of a
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 discretion to limit the number of Deposit transfers a Member
receiver or mortgagee in possession, or an assignment for the may make.
benefit of creditors;
18. Member Cancellation of A Confirmed Exchange.
iii. a strike, lockout or other labor unrest resulting from any
cause and whether or not the demands of the employees A Member may cancel or change a Confirmed Exchange
involved are reasonable or within RCI’s power to concede; or online, by notifying RCI by telephone or in person at RCI,
iv. any other cause or circumstance beyond RCI’s reasonable 9998 North Michigan Road, Carmel, Indiana 46032. A guest
control. cannot cancel a Confirmed Exchange.

B. Complaints about accommodations or services provided at A. Upon cancellation, the Deposit Trading Power of the
or by an Inventory provider should be made at the earliest Member's Deposit may be recalculated and RCI may refund
opportunity to a person of authority at the Inventory provider. If the Exchange Fee paid for the cancelled Confirmed
this does not produce a satisfactory result, the Member, if Exchange according to the following guidelines:
calling from the United States or Canada should contact RCI
by calling 1-800-338-7777. Members calling from outside of the i. If a Member makes a Confirmed Exchange three (3) or
United States or Canada should contact the nearest RCI more days prior to the start date and the Confirmed
servicing office. Members may also contact RCI’s Customer Exchange is cancelled before the end of the next Business
Care department online at [Link]. Alternatively, the Day, the Member will receive a full refund of the Exchange
Member should send an e-mail directly to feedback@[Link], Fee paid and the full Deposit Trading Power used to make
or send a letter to RCI’s Customer Care department at P.O. such Confirmed Exchange; or
Box 80229, Indianapolis, Indiana 46280-0229. Please provide
full details of the complaint within thirty (30) days of your return. ii. If a Member makes a Confirmed Exchange three (3) or
more days prior to the start date and the Confirmed
16. Transfer of Membership. Exchange is cancelled after the end of the next Business
Day the Member shall not be entitled to any refund of the
Subject to RCI’s approval, a Member may transfer the Exchange Fee paid. The Deposit or portion thereof used to
remaining term of his/her Program membership to a person make the Confirmed Exchange shall be redeposited into the
permanently acquiring that Member’s Vacation Ownership. Member's RCI account and the Deposit Trading Power of
such Deposit, or portion thereof may be recalculated based
A. The parties to the Membership Transfer Application must on the date of the cancellation unless the Member has
submit to RCI a completed Membership Transfer Application, purchased Trading Power Protection in accordance with Par.
by mail or facsimile, and pay the applicable fee, listed on RCI’s 14; or
website at [Link], for each such transfer.
iii. If a Member makes a Confirmed Exchange two (2) or less
B. If the Member has deposited Vacation Time for dates that days prior to the start date and the Confirmed Exchange is
will occur after the sale or transfer, the transferee must honor cancelled the Member shall not be entitled to any refund of
the obligation to provide RCI or its designee with the exclusive the Exchange Fee paid regardless of when the cancellation
use of the Vacation Time for that period. occurs. The Deposit, or portion thereof used to make the
Confirmed Exchange shall be redeposited into the Member's
C. RCI is free to approve or reject the transfer, for any reason RCI account and the Deposit Trading Power of such Deposit,
in its sole discretion. If RCI rejects the transfer, RCI will refund Deposit Credit or portion thereof may be recalculated based
the transfer fee paid. on the date of the cancellation.

17. Transfer of Deposited Vacation Time, Combined B. Except as otherwise stated in these Terms and
Deposits or Deposit Credits. Conditions, when cancellation occurs prior to the start date of
a Confirmed Exchange, the Member may request another
Subject to RCI’s approval, a Member may transfer a Deposit to exchange without making an additional Deposit. The then
another Member, if the transferring Member a) submits to RCI current Deposit Trading Power, Exchange Fees and policies
a completed authorization in the form established by RCI; b) will apply.
pays the applicable fee, listed on RCI’s website at
[Link], for each such transfer; and c) the transferor and 19. Reserving and Cancelling Alternative Inventory.
transferee each represents to RCI that the transfer is not in
return for compensation or commercial use. RCI reserves the A. Members in compliance with these Terms and Conditions
right, in its sole and all other obligations to RCI may contact RCI or its
third-party provider, by telephone or in writing, to make
reservations to use Alternative Inventory. Use of Alternative
Inventory may require a payment from the Member in
addition to or in lieu of a Deposit. Additionally, the Member
may be required to pay

W12 010219SM1
transaction
DocuSign fees ID:
Envelope and2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961
any and all other applicable fees as may issued in the name of a designated guest, and sent to the
be required by RCI or the Alternative Inventory provider. Member. Guest Certificates may only be used by the
Payment of all such amounts may be due in full when a individual(s) named on the certificate and may not be
Reservation is made. Once Alternative Inventory is confirmed a used by persons under the age of twenty-one (21). RCI
Confirmation to the Member will be issued. will fully refund the Guest Certificate fee when the Guest
Certificate is cancelled more than 60 days before the start
B. The following cancellation provisions apply to Alternative date, but otherwise the Guest Certificate fee is
Inventory reservations, in addition to any terms and conditions non-refundable.
of the applicable provider of the Alternative Inventory, including,
without limitation, any additional cancellation policies: B. A Member may purchase a Guest Pass from RCI at the
then current rate, specified on RCI’s website at [Link].
i. If a Member makes a Confirmed Exchange for Alternative A Guest Pass will be issued in the name of a designated
Inventory three (3) or more days prior to the start date and the guest, and sent to the Member. A Guest Pass allows the
Confirmed Exchange is cancelled before the end of the next Member to give a named Guest Pass recipient the benefits
Business Day, the Member will receive a full refund of the fees of a Guest Certificate on multiple occasions during the stated
paid to RCI for such Confirmed Exchange and the full Deposit period without the Member being required to pay an
Trading Power used to make such Confirmed Exchange; or individual Guest Certificate fee for each transaction. Guest
Passes may only be used by the individual(s) named on
ii. If a Member makes a Confirmed Exchange for Alternative the Guest Pass and may not be used by persons under
Inventory three (3) or more days prior to the start date and the the age of twenty-one (21). The Member may terminate a
Confirmed Exchange is cancelled after the end of the next Guest Pass at any time. The Guest Pass fee is
Business Day, the Member shall not be entitled to any refund non-refundable.
of the fees paid to RCI for such Confirmed Exchange. The
Deposit, or portion thereof used to make the Confirmed C. A Member must remain current in all fees and obligations
Exchange shall be redeposited into the Member's RCI account to RCI through the end date of any Confirmed Exchange
and the Deposit Trading Power of such Deposit may be made using a Guest Certificate or Guest Pass or the
recalculated based on the date of the cancellation; or Confirmed Exchange may be cancelled without refund of the
Exchange Fee, the Guest Certificate or Guest Pass fee or
iii. If a Member makes a Confirmed Exchange two (2) or less the Deposit or portion thereof used to obtain the Confirmed
days prior to the start date and the Confirmed Exchange is Exchange. Member acknowledges and undertakes the
cancelled, the Member shall not be entitled to any refund of the responsibility of forwarding all RCI correspondence and
fees paid to RCI for such Confirmed Exchange, regardless of information regarding RCI Terms and Conditions, Guest
when the cancellation occurs. The Deposit or Deposit Credit, or Certificates, Guest Passes and Confirmations to the guest.
portion thereof used to make the Confirmed Exchange shall be Member further acknowledges that Member is sharing
redeposited into the Member's RCI account and the Deposit information about the guest with RCI and that Member is
Trading Power of such Deposit, Deposit Credit or portion responsible for informing the guest that such information has
thereof may be recalculated based on the date of the been shared with RCI.
cancellation. In cases where Trading Power Protection applies
to an Alternative Inventory reservation and such protection has D. Guest Certificates and Guest Passes may not be used
been purchased, the above referenced cancellation policy may for any commercial purpose, or monetary or other
not apply. The terms listed above may not apply to special consideration, by Member or guest, including without
programs offered by or through RCI, such as nonrefundable
limitation auction, barter, rental, raffle or sale of the
programs.
Guest Pass or Guest Certificate or the underlying
Confirmed Exchange. RCI, in its sole discretion, may
20. Guest Certificates and Guest Passes.
limit the number of Guest Certificates or Guest Passes a
Member may purchase, or the number of Exchange
By obtaining Guest Certificates or Guest Passes, Members
Requests or Confirmed Exchanges which may be made
may give a Confirmed Exchange or the right to seek an
by or on behalf of a guest. Their use is also subject to
exchange for deposited Vacation Time to a friend or family
member. any conditions, restrictions or limitations which may be
imposed by an Inventory provider.
A. A Member may purchase the Guest Certificate rom RCI at
the then current rate specified on RCI’s ebsite at [Link]. E. Members are responsible for all acts and omissions of
A Guest Certificate will be their guests and for any damage caused or expenses
incurred by their guests while using any Inventory in the
Program, including people who are using Guest Certificates
or Guest Passes.

F. RCI reserves the right, in its sole discretion (without refund

or credit) and without limitation to do the

010219SM1 W13
following:Envelope
DocuSign revokeID:a2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961
Confirmed Exchange, Guest Certificate or Any such misrepresentation is grounds for immediate
Guest Pass; terminate or suspend the membership of the termination of the Member, at RCI’s election and in its
relevant Member; or deny access to any of the products or sole discretion; and
services offered in connection with membership in the event of
any failure to comply with these Terms and Conditions, by any F. Each Member acknowledges that RCI, or third parties with
Member, guest of a Member, or the holder of a Guest the permission of RCI, may offer additional products and
Certificate or Guest Pass. services through solicitations and advertisements made by
mail, email, telephone (including automated dialing
21. Representations and Acknowledgments by equipment and artificial and prerecorded messages),
Member. facsimile machine or other means. Although not required as
a condition of membership, the Member hereby expressly
By enrolling in or utilizing the Program, the Member requests and consents to receive such solicitations and
acknowledges, represents and warrants to RCI as follows: advertisements from RCI, its affiliates and third parties at the
telephone and facsimile number(s), and mailing and email
A. The Member and/or all persons signing the Enrollment address(es) provided by the Member to RCI. The Member
Application for Member have full power and authority and have acknowledges that such consent and request to receive
been duly authorized to enter into and perform or cause solicitations continues, whether or not the Member’s
performance of Member’s obligations under the Program membership is terminated or expires, for the maximum
Documents. If applicable, the Member has obtained all period of time permitted by law or until the Member expressly
necessary approvals of its controlling entities, including but not withdraws such consent; and
limited to owners or owners associations, Boards of Directors
and lenders; and G. Member acknowledges that Member’s information is
subject to RCI’s privacy policy, which is available at
B. The Member and all persons signing the Enrollment [Link], and can also be obtained in printed form from
Application represent that their decision(s) to purchase RCI upon Member’s telephone, mail or email request.
Vacation Ownership at a Resort was based primarily upon the
benefits to be gained from the ownership, use and enjoyment H. Each Member understands and authorizes RCI to monitor
of such Resort, and not upon any anticipated benefits of the and/or to record conversations between the Member and RCI
Program; and representatives, for training, quality control, and other lawful
purposes.
C. By depositing Vacation Time or allowing it to be deposited
on the Member’s behalf, the Member represents and warrants I. Each Member acknowledges that Inventory into which the
to RCI that: (1) the Member has or will have the legal right to Member exchanges may differ in unit size, design,
use and assign the use of the deposited Vacation Time and all furnishings, amenities, facilities and accessibility for
other amenities to which such Member has access; (2) the individuals with disabilities from the accommodations of the
deposited Vacation Time has not been and will not be Member’s Vacation Time. Each Member acknowledges that
assigned, offered or made available to any third party by it is the sole responsibility of the owner, lessor, lessee or
Member; (3) the physical accommodations in which the operator of any Inventory, and not the responsibility of RCI, to
Member owns Vacation Time are in good and usable condition; ensure that its accommodations, facilities and amenities are
and (4) all Vacation Ownership Expenses have been paid or accessible to and usable by individuals with disabilities in
will be paid by the Member when due; and compliance with all applicable state, federal and local laws;
and
D. To the best of Member’s knowledge, neither Member,
Member’s guests or Member’s employees, or if Member is an J. Neither RCI nor any person acting on RCI’s behalf has
entity, Member’s owners, officers, managers, directors or made any oral or written representation or promise to the
employees nor anyone else affiliated or associated with Member that is different from or not contained in the
Member, whether by common ownership, by contract, or Program Documents. Member is not relying on any such oral
otherwise, has been designated as, or is, a terrorist, a or written representation or promise in submitting the
“Specially Designated National” or a “Blocked Person” under Enrollment Application or agreeing to the terms of the
U.S. Executive Order 13224, in lists published by the U.S. Program. Member releases any and all claims against RCI
Department of the Treasury’s Office of Foreign Assets Control, and RCI’s agents based on any oral or written representation
or otherwise identified on any watch list.; and or promise not stated in the Program Documents.

E. All written information the Member submits to RCI about the 22. Withdrawal of Benefits Due To Condition or
Member’s Home Resort or Home Group,Member, Vacation Conduct of Resort.
Ownership and Vacation Ownership Expenses is true, accurate
and complete, containing no misrepresentations or omissions RCI may withdraw any or all benefits from the Program.
of any material facts that might otherwise cause such
information to be misleading.

W14 010219SM1
A. RCI may
DocuSign withdraw
Envelope the use of Vacation Time at Resort or any
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 Member paid for that Membership or Renewal Period. The
other Inventory provider, or suspend or terminate the affiliation difference, if any, will be refunded to the Member if
of any Affiliated Resort at its sole discretion, if: applicable. RCI may also cancel any Confirmed Exchanges
that are scheduled to occur after the date of the membership
i. Resort or other Inventory provider is not operated in a cancellation, without refunding any Exchange Fee or other
manner that enables it to meet its obligations or is otherwise payment made by the Member. All Deposits, or any portion
not in compliance with applicable laws, rules, regulations, thereof will remain the property of RCI, unless released by
policies or procedures; RCI in its sole discretion.

ii. the Resort or other Inventory is destroyed, condemned, B. Membership automatically ceases if a Member fails to
uninhabitable or otherwise not suitable for use for reasons renew within 90 days following the expiration of a
other than an Event of Force Majeure; Membership. If a former Member seeks reinstatement as a
Member, RCI may require payment of the Subscription Fee,
iii. the Resort or other Inventory provider is the subject of a and in its discretion may impose other requirements and fees
foreclosure suit, or the subject of a motion or other proceeding as a condition of reinstatement.
to place it under the control of a receiver, mortgagee in
possession or bankruptcy trustee; C. RCI, at its sole discretion, may suspend or terminate a
membership and rights to participate in the Program.
iv. the Affiliation Agreement between RCI and an Affiliated Suspension is not a precondition to termination and RCI
Resort or a resort’s Home Group, or an Inventory provider, is may, in its sole discretion terminate a Member without first
terminated or expires; or suspending that Member or providing advance warning to the
Member of such termination. Reasons for suspension or
v. RCI terminates the operation of the Program. termination include, but are not limited to one or more of
thefollowing:
B. The foregoing notwithstanding, RCI reserves the right to
suspend or terminate any Program Benefits at its sole i. upon the termination or expiration of the Member’s
discretion or as may be required by law. subscription;

C. After a Confirmed Exchange is issued, if RCI cancels such ii. for any failure by a Member, or guest to comply with the
Confirmed Exchange due to the reasons provided for in this terms, conditions or other requirements of the Program
Par. 22 or for reasons within RCI’s reasonable control, then Documents including but not limited to use of the Program
RCI will make commercially reasonable efforts to locate an for commercial purposes and those terms and conditions of
equivalent alternative accommodation from RCI’s inventory Inventory providers or Alternate Inventory providers, including
located within the same geographic vicinity or a similar but not limited to failure to pay any sums owed to any
location. RCI shall have no additional liability whatsoever to the Inventory or Alternative Inventory provider;
Member or guest once it makes such commercially reasonable
efforts. iii. for failure by a Member to remain current in any sums
owed to RCI or Vacation Ownership Expenses;
23. Cancelling a Membership.
iv. if a cure period is extended to a Member and the Member
A. A Member may cancel a membership at any time before its fails to cure the cause for a suspension within such time as
expiration or termination. Members must contact RCI by determined by RCI;
telephone or in writing for complete cancellation
procedures and additional items required by RCI in order v. upon termination of the affiliation with RCI of any Affiliated
to complete such cancellation, which may include, but not Resort or other Inventory provider at which a Member has
be limited to, additional signed documents by Member(s). Vacation Ownership;
In the event of such a cancellation, RCI will pay the Member a vi. upon termination of the Program;
prorated refund of the Subscription Fee for the remaining
membership period as applicable, if the Member paid such a vii. upon any requirement to do so by any local, state or
fee to RCI. RCI will calculate the pro-rated refund by federal governmental entity (or its equivalent if a foreign
multiplying i) one-twelfth (1/12) the cost of a single year country) or by any laws, rules, regulations or courts of
membership at the time of cancellation, even if a multi-year competent jurisdiction that may apply;
membership was purchased, times ii) the number of months of
the membership period that have passed, and iii) then viii. upon any determination by RCI, at its sole
deducting that amount from the actual amount the discretion, that a Member, guest or holder of a Guest

010219SM1 W15
CertificateEnvelope
DocuSign or Guest Pass is abusive to any RCI, Inventory or
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 allegations of property damage or personal injury if a court of
Alternative Inventory provider personnel; or ix. for any other competent jurisdiction makes a final decision, not subject to
reason as determined by RCI in its sole discretion. further appeal, that the Indemnitee engaged in willful
misconduct or intentionally caused such property damage or
D. If a Member’s membership is suspended or terminated, the bodily injury.
Member may not utilize the Program Benefits. Suspension or
termination of membership may preclude without limitation the C. The Member will respond promptly to any matter
Member from obtaining Confirmed Exchanges and RCI may described in the preceding paragraphs, and defend the
cancel any Confirmed Exchange and terminate any pending Indemnitee. The Member will reimburse the Indemnitee for
Exchange Requests, all without any refund of fees or Deposits all costs of defending the matter, including reasonable
or any portion thereof to the Member. Use rights associated attorneys’ fees and other expenses incurred by the
with Deposits will remain the property of RCI, unless released Indemnitee, if the Member’s insurer or the Member does not
by RCI at its sole discretion. Additionally, all fees and other assume defense of the Indemnitee promptly when
amounts due RCI shall be immediately due and payable to requested, or if any Indemnitee determines, in his or its sole
RCI. In the case of a suspension, the Member’s Program discretion that separate and independent counsel is
privileges will remain suspended until such time as RCI has appropriate because of actual or potential conflicts of
determined in its sole discretion that the Member has come interest, in which case that Indemnitee has the right to retain
into full compliance with the Program Documents. In the event counsel of its choosing. RCI must approve any resolution or
that the Member fails to come into full compliance with the course of action in a matter that could directly or indirectly
Program Documents, then RCI, in its sole discretion, may have any adverse effect on RCI, or could serve as a
terminate the Member. precedent for other matters.

E. In the event of termination, RCI may, in its sole discretion, 25. Limitations of Liability.
grant a request by the former Member to reactivate
membership. RCI may require payment of a new Subscription RCI and Member agree that RCI’s liability to any Member or
Fee, among other conditions. guest is limited in substance and in amount. A. Except as
otherwise noted in the Program Documents, RCI’s liability to
F. If RCI terminates the Program, all memberships and a Member or guest for any loss, injury or damage resulting
benefits of the Program shall terminate. Any refund of prepaid from their use of or inability to use the Program, or any other
Subscription Fees, if applicable, shall be calculated in programs or services offered in connection with the Program
accordance with Par. 23(a) above. All Deposits, or any portion shall be limited to the fees paid to RCI, if any, for the relevant
thereof will remain the property of RCI, unless released by RCI use. In no event shall RCI be liable for special,
at its sole discretion. consequential, incidental or indirect damages.

24. Indemnification. The Member will indemnify, defend and B. RCI and the Indemnitees described in Par. 24 above shall
hold harmless RCI, together with its officers, managers, not be responsible, in contract, tort or by statute, for the acts
employees, directors, shareholders, agents, representatives, or omissions and/or representations (whether oral or written)
corporate affiliates and the predecessors, successors and of any third parties, including but not limited to Affiliated
assigns of all of them (the “Indemnitees”), to the fullest extent Resorts or other Inventory providers, and Member knowingly
permitted by law, from and against certain losses and waives any right to bring such a claim against RCI or any
expenses. Indemnitee.

A. Member will indemnify any Indemnitee for losses and C. RCI does not have the ability to control the operations of
expenses incurred by any Indemnitee for any investigation, Affiliated Resorts or other Inventory providers, including the
claim, action, suit, demand, administrative or alternative form of access provided to their facilities (including access
dispute resolution proceeding, relating to or arising out of any for individuals with disabilities), and is not responsible for the
transaction, occurrence or service at or with a Resort or other actions or omissions of Affiliated Resorts or other providers
Inventory provider, or involving personal injury or property of Inventory.
damage, or any breach or violation of any contract or any law,
regulation or ruling by, or any act, error or omission of the D. Affiliated Resorts or other Inventory providers are solely
Member, the Member’s guests, any party associated or responsible for such resorts’ financial viability, conditions,
affiliated with the Member or guests, or any of the owners, quality of accommodations, facilities, amenities, service,
officers, directors, employees, agents or contractors of the operations, and compliance with all applicable laws, rules
Member or the Member’s affiliates or Member’s guests. and regulations.

B. The Member has no obligation to indemnify an E. The information that RCI provides to Members and guests
Indemnitee for damages or other expenses arising from about Affiliated Resorts, other Inventory providers and
Inventory is based on information obtained from Affiliated
Resorts or other Inventory providers. RCI

W16 010219SM1
expresslyEnvelope
DocuSign disclaims liability for inaccurate, incomplete
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961 or site at [Link]. Alternatively, RCI may deliver notices to
misleading information concerning any Affiliated Resort, Members in writing by mail, or by electronic mail to an email
Inventory or other Inventory providers. address provided by the Member to RCI or by publication in
RCI’s ENDLESS VACATION magazine or the RCI Directory
F. The Alternative Inventory that RCI obtains may change of Affiliated Resorts. Member consents to receive electronic
periodically, at RCI’s sole discretion. RCI does not guarantee mail from RCI for notice purposes. Such alternative notices
that any specific Alternative Inventory will be available to shall be deemed given on the date sent to Members or
Members or, if made available, will remain available for any publicized.
specified period of time.
ii. Notice to RCI will be effective if delivered in writing by mail,
26. Program Integrity. In addition to all other rights provided to or by electronic mail, at the addresses set forth in Par. 7.C.i.
RCI in the Program Documents, RCI shall have the right to Notices shall be deemed effective on the date received by
take such actions, as determined by RCI in its sole discretion, RCI.
to ensure the continuing integrity of the Program. Such actions
may include, but not be limited to, restricting the number of 28. Trademarks.
weeks a member may deposit; adding, deleting or restricting
access to Program benefits; adjusting Deposit Trading Power ENDLESS VACATION , RESORT CONDOMINIUMS
and Exchange Trading Power; restricting the number of Guest INTERNATIONAL, WYNDHAM EXCHANGE AND RENTAL,
Certificates a Member may obtain. WYNDHAM WORLDWIDE CORPORATION and RCI and
any respective marks and designs are trademarks or
27. Other Legal Matters. service marks that may not be used without the prior
written permission of the owners of such marks. Other
A. Partial Invalidity. If all or any part of a provision of these brand names may be trademarks or service marks of
Terms and Conditions violates the law of your state (if it their respective owners.
applies), such provision or part will not be given effect with
respect to you. If all or any part of a provision of these Terms 29. Dispute Resolution, Choice of Law and Venue.
and Conditions is declared invalid or unenforceable, for any
reason, or is not given effect by reason of the prior sentence,
A. Governing Law. These Terms and Conditions and the
the remainder of the Terms and Conditions shall not be
Program will be governed by and construed under the laws of
affected. However, if in RCI’s judgment the invalidity or
the State of New Jersey, without regard to its conflicts of law
ineffectiveness of such provision or part substantially impairs
principles.
the value of these Terms and Conditions to RCI, then RCI may
at any time terminate a Member’s membership by written
B. Jurisdiction. Each Member consents and waives any
notice to the Member without penalty or compensation owed by
objection to the exclusive personal jurisdiction of and venue
either party to the other.
in the New Jersey state courts situated in Morris County,
New Jersey and the United States District Court for the
B. No third party beneficiaries. These Terms and Conditions
District of New Jersey for all disputes arising out of or relating
are exclusively for the benefit of the parties . There are no third
to the Program or the relationship between any Member or
party beneficiaries. No agreement between RCI and any other
any guest of a Member, and RCI or any of the Indemnitees.
party is for Member’s benefit.
C. WAIVER OF JURY TRIAL. THE PARTIES, FOR
C. Waivers, Modifications and Approvals. All modifications,
THEMSELVES AND FOR THEIR SUCCESSORS AND
waivers, approvals and consents of or under these Terms and
ASSIGNS, WAIVE ANY RIGHT TO A JURY TRIAL FOR
Conditions by RCI must be in writing and signed by RCI’s
ANY ACTION ARISING OUT OF OR RELATING TO THE
authorized representative to be effective. RCI’s silence or
PROGRAM OR THE RELATIONSHIP BETWEEN ANY
inaction will not be or establish a waiver, consent, course of
dealing, implied modification or estoppel. If RCI allows any MEMBER OR ANY GUEST OF A MEMBER, AND RCI OR
Member to deviate from these Terms and Conditions, as ANY OF THE INDEMNITEES.
confirmed in writing, RCI may insist on strict compliance with
such term, condition or obligation by that Member at any time D. Legal Fees. If any legal action is initiated by a Member or
upon written notice. guest or by RCI pertaining, directly or indirectly, to these
Terms and Conditions or RCI in general, and RCI prevails,
D. Notices. that Member or guest shall, without limitation, pay all costs
incurred by RCI in defending such action, including
i. Notices to Members will be effective and deemed given on reasonable attorneys’ fees, paralegal fees and court costs.
the date first published on RCI’s web

010219SM1 W17
30. EntireEnvelope
DocuSign Agreement.
ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

A. There are no express or implied covenants or warranties,

oral or written, between RCI and Member except as expressly
stated in the Program Documents.

B. RCI may amend the Program Documents at any time

without advance notice in its sole discretion upon compliance
with the notice provisions set forth in Par. 27.D.i.

C. The Program Documents constitute the entire agreement

between RCI and the Member with respect to the subject
matter set forth in those documents, and supersedes all
previous and contemporaneous communications,
representations, or agreements, either oral or written, between
the parties relating to that subject matter.

W18 010219SM1
DocuSign Envelope ID: 2F937C5C-4AA2-4C9B-9BF3-C6F814DE1961

RCI WEEKS PROGRAM ACTIVITY

The chart below represents the total number of units ADDED by RCI to the Weeks exchange system (dark gray) vs. the total
number of units USED by RCI that came from Weeks members (light gray) broken down by Trading Power bucket.

In 2013 RCI added 625,253 units of inventory to the Weeks exchange system and used 307,248 Weeks member deposits for
rental and other purposes.

There were 1,727,161 total units of inventory deposited more than sixty (60) days in advance of the starting date of the deposited
Vacation Time. There were 1,107,566 deposited by Weeks members with the following breakdown by Trading Power Segment :
452,547 High, 381,958 Medium, and 273,061 Low. There were 625,253 deposits by RCI or other with the following breakdown by
Trading Power Segment: 228,312 High, 221,396 Medium, and 175,545 Low.

There were 519,460 total Exchanges in the RCI Weeks Exchange Program completed more than sixty (60) days prior to the
starting date of the deposited Vacation Time. There were 381,962 Exchanges completed using Member deposited inventory ith
the following breakdown by Trading Power Segment: 222,751High, 126,495 Medium, and 32,716 Low. There were 137,498
Exchanges completed using inventory deposited by RCI or others with the following breakdown by Trading Power: 74,666 High,
47,089 Medium, and 15,743 Low.

There were 503,599 units of inventory not subject to Exchange or used for any purpose. This includes inventory deposited within
sixty (60) days of the starting date of the Vacation Time. The breakdown of this inventory by Trading Power Segment is as follows :
78,631 High, 143,435 Medium, and 281,533 Low.

There were 307,248 units of inventory that were deposited by members and rented or used for other purposes by RCI more than
sixty (60) days in advance of the starting date of the deposited Vacation Time. The breakdown of this inventory by Trading Power
Segment is as follows: 152,523 High, 110,214 Medium, and 44,511 Low.

010219SM1 W19