2011 - 2012 Disclosure Guide This publication contains information that indicates resorts participating in, and explains the terms, conditions and use of the RCI Points Exchange Program (which also includes use of the RCI Weeks Exchange Program) operated by RCI, LLC. You are urged to read it carefully. This publication contains the Disclosure Guides for both RCI Points® Exchange Program and the RCI® Weeks Exchange Program, since membership in the RCI Points Exchange Program includes access to the RCI Weeks Exchange Program. The Disclosure Guide to the RCI Points Exchange Program is set forth in Part A of this publication. The Disclosure Guide to the RCI Weeks Exchange Program is set forth in Part B of this publication. Part A Disclosure Guide to RCI Points DISCLOSURE GUIDE TO THE RCI Kirsten Hotchkiss POINTS® EXCHANGE PROGRAM Senior Vice President, Legal and Assistant Secretary 22 Sylvan Way, Parsippany, NJ 07054 This Disclosure Guide to the RCI Points Exchange Susan Loring Crane Program (“Disclosure Guide”) explains the RCI Points Group Vice President, Legal and Assistant Secretary Exchange Program offered to Vacation Owners by 22 Sylvan Way, Parsippany, NJ 07054 RCI, LLC (“RCI”). Vacation Owners should carefully review this information to ensure full understanding of Nicola Rossi the terms, conditions, operation and use of the RCI Senior Vice President and Manager Points Exchange Program. Note: Unless otherwise 22 Sylvan Way, Parsippany, NJ 07054 stated herein, capitalized terms in this Disclosure Guide have the same meaning as those in the Terms Steve Meetre and Conditions of RCI Points Subscribing Group Vice President, Legal and Assistant Secretary Membership (“Terms and Conditions”), which are 22 Sylvan Way, Parsippany, NJ 07054 made a part of this document. Gregory T. Geppel RCI is the operator of the RCI Points Exchange Senior Vice President, Tax Program. No government agency has approved the 22 Sylvan Way, Parsippany, NJ 07054 merits of this exchange program. Gail Mandel RCI is a Delaware limited liability company with its Executive Vice President, Chief Financial Officer, and principal offices located at: Manager 7 Sylvan Way, Parsippany, NJ 07054 7 Sylvan Way Parsippany, NJ 07054 Barry Goldschmidt Vice President and Assistant Treasurer Exchanges through the RCI Points Exchange 7 Sylvan Way, Parsippany, NJ 07054 Program are processed at: Barb Spengler 9998 North Michigan Road Senior Vice President Carmel, IN 46032 7 Sylvan Way, Parsippany, NJ 07054 RCI is a subsidiary of Wyndham Worldwide Richard G. Ruff III Corporation, a Delaware corporation. Senior Vice President 9998 North Michigan Road, Carmel, IN 46032 Officers Paul F. Cash Thomas G. Conforti Executive Vice President, General Counsel, Executive Vice President Secretary, and Manager 22 Sylvan Way, Parsippany, NJ 07054 7 Sylvan Way, Parsippany, NJ 07054 Geoffrey A. Ballotti Jeanmarie Cooney Chairman and Chief Executive Officer Senior Vice President, Financial Planning and 7 Sylvan Way, Parsippany, NJ 07054 Analysis 22 Sylvan Way, Parsippany, NJ 07054 Thomas J. Edwards Executive Vice President and Treasurer Paul Davis 22 Sylvan Way, Parsippany, NJ 07054 Senior Vice President, Global Procurement 22 Sylvan Way, Parsippany, NJ 07054 Gordon S. Gurnik President Philip S. Brojan 7 Sylvan Way, Parsippany, NJ 07054 Senior Vice President 7 Sylvan Way, Parsippany, NJ 07054 Mary R. Falvey Executive Vice President Brad A. Dettmer 22 Sylvan Way, Parsippany, NJ 07054 Chief Information Officer 7 Sylvan Way, Parsippany, NJ 07054 Scott G. McLester Executive Vice President, Legal and Assistant Anthony P. Greco Secretary Vice President 22 Sylvan Way, Parsippany, NJ 07054 7 Sylvan Way, Parsippany, NJ 07054 P1 Kris M. Jamtaas Mike Toscano Senior Vice President Senior Vice President 4901 Vineland Road, Suite 250, Orlando, FL 32811 7 Sylvan Way, Parsippany, NJ 07054 Stanley Kreydin David Albright Senior Vice President and Chief Technology Officer Vice President 7 Sylvan Way, Parsippany, NJ 07054 9998 North Michigan Road, Carmel, IN 46032 Ronald Pearce Gregg Anderson Senior Vice President and Global Controller Vice President 7 Sylvan Way, Parsippany, NJ 07054 4901 Vineland Road, Suite 250, Orlando, FL 32811 Deborah A. Wunder Brian Bruno Vice President Vice President 9998 North Michigan Road, Carmel, IN 46032 7 Sylvan Way, Parsippany, NJ 07054 Terry Motsenbocker RCI provides the RCI Points Exchange Program and Vice President other related services and benefits to Members. 9998 North Michigan Road, Carmel, IN 46032 Wyndham Worldwide Corporation (“Wyndham Worldwide”) is the parent corporation of RCI and Rishi Nigam Fairfield Resort Management Services, Inc. Vice President (“FRMS”), a resort management company, 7 Sylvan Way, Parsippany, NJ 07054 Wyndham Vacation Resorts, Inc. (“WVR”), Wyndham Resort Development Corporation doing Jeffrey W. Parker business as WorldMark by Wyndham (“WRDC”), Senior Vice President and Equivest Finance, Inc. (“Equivest”), and their 9998 North Michigan Road, Carmel, IN 46032 respective subsidiaries. Some officers and/or directors of Wyndham Worldwide may from time Christine M. Parren to time serve as officers and/or directors of RCI, Senior Vice President FRMS, WVR, WRDC, and/or Equivest, and vice 9998 North Michigan Road, Carmel, IN 46032 versa. FRMS, WVR, WRDC, and/or Equivest Nicholas Paul resorts are marked with a plus symbol “+” if Vice President applicable in the Resort List, and Members List 7 Sylvan Way, Parsippany, NJ 07054 both of which are attached hereto. Certain officers and directors of RCI may own, or have rights to Donald R. Schmal acquire, shares of stock in Wyndham Worldwide. Senior Vice President Other than as stated in this paragraph, neither 9998 North Michigan Road, Carmel, IN 46032 RCI nor any of its officers or directors has any legal or beneficial interest in any developer, seller, Faye Tylee managing entity or vacation ownership plan Executive Vice President participating in the RCI Points Exchange 7 Sylvan Way, Parsippany, NJ 07054 Program. RCI is an independent exchange service company and is not owned, operated or controlled by Frank Campana an Affiliated Resort developer, seller, managing entity Vice President or vacation ownership plan participating in the RCI 22 Sylvan Way, Parsippany, NJ 07054 Points Exchange Program. Kenneth Drake Because vacation exchange is used intermittently as Group Vice President, Legal an adjunct to Vacation Ownership, potential Vacation 7 Sylvan Way, Parsippany, NJ 07054 Owners should select a resort that best meets their ongoing vacation needs. A Member’s decision to Rita Coviello purchase Vacation Ownership should be based Vice President, Legal primarily upon the benefits to be gained from the 7 Sylvan Way, Parsippany, NJ 07054 ownership, use and enjoyment of the Vacation Ownership Resort and not upon the anticipated Fiona Downing benefits of the RCI Points Exchange Program. The Senior Vice President Affiliated Resort at which a Member purchases 7 Sylvan Way, Parsippany, NJ 07054 Vacation Ownership is solely responsible for its financial viability and the quality of its Claire Mahoney accommodations, facilities, amenities, Senior Vice President management and services. 7 Sylvan Way, Parsippany, NJ 07054 P2 PARTICIPATION IN THE NETWORK. Participation be available to Members, or, if made available, will in the Network is voluntary. The rights of membership remain available for any period of time. and term of such memberships may vary among Members and RCI may waive certain requirements, in NETWORK PROCEDURES AND OBLIGATIONS. its discretion. Membership in the Network may be The terms and conditions of a Member’s contractual offered for varying lengths of time. Subscribing relationship with the Network and the procedures for membership in the RCI Points Exchange Program utilizing the Network are set forth in the Terms and includes access to the RCI Weeks Exchange Conditions contained in this Disclosure Guide. Program. THIS CONTENTS OF THIS DISCLOSURE GUIDE By executing a Network Participation Agreement, the AND ALL OTHER NETWORK DOCUMENTS, RCI Points Subscribing Member deposits with the INCLUDING THE TERMS AND CONDITIONS OF Network all rights of use, occupancy, access and RCI POINTS SUBSCRIBING MEMBERSHIP AND enjoyment in respect to his or her Vacation Time. The ANY PROVISION IN ANY DOCUMENT RELATED Member retains title to his or her Vacation Ownership, TO, FEES, BENEFITS AND RESERVATION subject to this Deposit. The Deposit is for the benefit, PROCEDURES AND PRIORITIES. ARE SUBJECT use and enjoyment of the Network Administrator in TO MODIFICATION, AMENDMENT, OR accordance with the Network Documents. The ELIMINATION BY THE NETWORK Deposit shall be for a term equal to the stated term of ADMINISTRATOR WITHOUT ADVANCE NOTICE. the Member’s Network Participation Agreement, subject to the Network Documents. SUBSCRIBING MEMBERSHIP AND TRANSACTION FEES. Network Dues and The Network Participation Agreement between the Subscription Fees (“Network Dues”) are payable to Member and the Network Administrator is a separate the Network each Use Year. The Network Dues and distinct agreement from any agreement that the effective as of July 1, 2011 are: Member may have with the developer or seller of a vacation plan, including any agreement with the 1 year: $124 USD developer or seller to purchase Vacation Ownership or to occupy or use Vacation Time or other property 2 years: $229 USD or benefits or All Inclusive Packages. The Network provides an opportunity to obtain exchanges pursuant 3 years: $319.02 USD to Reservations and does not provide a right to occupy any specific Unit or Units. 4 years: $409 USD The Deposit of Vacation Time and availability of RCI 5 years: $499 USD Points® to a Member does not relieve a Member’s obligation to pay all fees or other amounts due RCI, or Each time a Member makes a transaction, a the obligation to pay any maintenance fees, transaction fee is charged. Transactions include but assessments, taxes or other similar charges or fees are not limited to making a Reservation, canceling a imposed by any applicable local, state or federal Reservation, saving RCI Points, or making an government entity (or its equivalent if the resort is in a External Exchange Reservation.