63 Terms & Conditions of Exchange & Membership This guide is provided to explain the Exchange Program made available to Participants (as defined below) through Trading Places International, LLC (“TPI”). You should review this information to ensure that you understand the terms and conditions of your participation and the operation of the Exchange Program. The following are definitions of special terms which are included within the text of this guide. TPI is a California limited liability company offering exchange services and other travel and leisure benefits. TPI is a wholly owned subsidiary of Management Acquisition Holdings, LLC, a Delaware limited liability company. TPI’s principal office is at 25510 Commercentre Dr., Suite 100, Lake Forest, CA 92630. The following are the corporate officers and managers of TPI: Loren V. Gallagher – President/CEO Stacey Shilling – Chief Operating Officer Marcus Wood – Executive Vice President William L. Harvey – Executive Vice President, Manager John A. Galea – Senior Vice President, Treasurer and Manager Victoria J. Kincke – Senior Vice President, General Counsel, Secretary and Manager The obligations of TPI, pursuant to these terms and conditions, may be performed by TPI, its authorized representatives or designated licensees. The following are definitions of special terms which are included within the text of this guide. Definitions Confirmation: A written or oral notification from TPI that a request for accommodations has been fulfilled. Deposited Week: A Unit Week, or the points equivalent thereof, given to and accepted by TPI in support of an Exchange, with or without the concurrent submission of an Exchange Request. Exchange: A Participant’s use and occupancy of a Unit Week, other than the one at which he or she owns or has reserved, at their Home Resort (“Internal Exchange”) or a Host Resort. As it relates to Participants belonging to the Multi Resort Ownership Plan (“MOA Participants”), the term “Internal Exchange” refers to any instance in which a MOA Participant requests and is confirmed to an Exchange to a Resort under management by VRI. Exchange Fee: A fee paid to TPI by a Participant upon the Confirmation of an Exchange Request. Exchange Program: The system by which TPI issues Confirmations to Participants so that they may use and occupy Unit Weeks through an Internal Exchange or an External Exchange. Exchange Request: An application for an Exchange submitted by a Participant. Home Resort: The Resort where a Participant owns a Vacation Interest. Where a Participant owns a Vacation Interest at more than one Resort, the term, Home Resort, is used to identify the Resort from which a Deposit is being made to effectuate an Exchange. Host Resort: The Resort into which a Participant has been issued a Confirmation. Participant: A collective term applied to any person who participates in the Exchange Program. Included within this term are Trading Places Classic Members, MOA Participants, Premier Access Members and Trading Places Prime Members as well as other persons who request and effectuate an Exchange through the Exchange Program. Permitted Occupancy: The maximum number of persons that may be accommodated in a Unit as determined by the applicable Resort. Premier Access: The upgraded membership program available to Participants in the Exchange Program, whose Home Resort has agreed to participate in such membership program, upon payment of the applicable Premier Access Membership fee. Premier Access status provides Participants with the ability to make an Exchange Request to the applicable Premier Access Family of Resorts without the payment of an Exchange Fee or upon the payment of a discounted Exchange Fee. Additional travel and leisure services/ benefits not generally available through the TPI Exchange Program may also be available to Premier Access Members, from time to time, by TPI in its sole discretion. Premier Access Family of Resorts A designated subset of Resorts participating in the Exchange Program into which Premier Access Members are allowed to place an Exchange Request without the payment of an Exchange Fee or upon the payment of a discounted Exchange Fee. Premier Access Member A person participating in Premier Access in accordance with its terms and conditions. Resort: A resort, vacation club, or other facility offering timesharing, whole ownership, fractional interests, or other ownership interests on a shared basis. Season: A designated period of the year. The Season of a Participant’s Vacation Interest is defined by the purchase agreement applicable to their Vacation Interest. The Season of a particular Exchange may be defined by the Host Resort, or by TPI in its discretion. TPI Inventory: The supply of Unit(s)/Week(s) deposited with the Exchange Program. Trading Places Classic: The membership program available to Participants in the Exchange Program without payment of a membership fee. Trading Places Classic membership affords Participants the ability to place an Exchange Request upon the payment of an Exchange Fee. Additional travel and leisure services/benefits not generally available through the TPI Exchange Program may also be made available to Trading Places Classic Members, from time to time, by TPI in its sole discretion. Trading Places Classic Member: A person participating in Trading Places Classic in accordance with its terms and conditions. Trading Places Prime: The membership program available to Participants in the Exchange Program upon payment of the applicable Trading Places Prime membership fee. Trading Places Prime membership affords Participants the ability to place an Exchange Request upon the payment of a discounted Exchange Fee. Additional travel and leisure services/benefits not generally available through the TPI Exchange Program may also be made available to Trading Places Prime Members, from time to time, by TPI in its sole discretion. Trading Places Prime Member: A person participating in Trading Places Prime in accordance with its terms and conditions. Vacation Interest: The ownership of or the right to use a Unit and the amenities and facilities of a Resort for at least one week during any given year, but not necessarily consecutive years, and which extends for a period of at least three years and which may be evidenced by points. VRI*ety Plus: An upgraded membership program previously offered to owners of VRI- managed resorts upon the payment of a prescribed initial enrollment membership fee. Current participants will be allowed to continue to participate in this program for the remainder of their current term. VRI*ety Plus affords participating members certain discounts against the payment of exchange program fees and access to other travel and leisure services/benefits. Unit: Each hotel room, apartment, villa, suite, or other unit of accommodation designed for occupancy at a Resort. Unit Week: The use and occupancy of a Unit for a one-week period Upgrade: The assignment to a Participant of an Exchange into a Unit of greater Permitted Occupancy than the Home Resort accommodations deposited by the Participant, for which a Unit Upgrade Fee is paid. The term “Upgrade” also includes the assignment to a Participant of an Exchange into a Unit having a more valued seasonality than the Home Resort Unit deposited by the Participant, for which a Season Upgrade Fee is usually paid. Upgrade Fee: The amount paid by a Participant for a Unit Upgrade or a Season Upgrade. General 1. No developer of any participating Resort is an agent for or a joint venturer with TPI, although TPI or VRI manages several of these Resorts. In addition, TPI and VRI own a limited number of Vacation Interests at several of these Resorts. Except as