II. CLUB PROGRAM

A. General
The purpose of the Club Program is to create a Vacation Program in which Members can obtain Accommodation Rights in response to their Accommodation reservations, or rights to use Other Benefits, by redeeming all or part of the Holiday Credits allocated to their account during the term of their Membership.

B. Membership Registration

A Registry of Members participating in the Club Program will be maintained, containing at least the following information:

a) The name, address and telephone number of the Members, and their corresponding Admission Level;
b) The date on which the name of each Member was entered into the Registry as a Member; c) The date on which the Holiday Credits expire under the terms and conditions of the Operating Rules,
d) The date on which any Member ceased to have such status.

An independent Registry will be maintained for the Holiday Credit Accounts for each Membership, together with the transactions recorded in the Member's account.

The Club, after entering the information related to a particular Member in the Member Registry, and after full payment of the purchase price, shall issue a Membership Certificate.

C. Rights to redeem Holiday Credits

The Membership of the Club program and ownership of Holiday Credits entitle the Members to use the Accommodation Units and obtain Other Benefits, in accordance with the provisions of the Operating Rules.

In each Membership Anniversary Date (January 1st of each Year), the Membership's Holiday Credit Accounts will be credited with the number of Holiday Credits to which a Member is entitled within the Club Program, based on the Member's specific Admission Level.

The Member shall be entitled to exchange for Accommodation at the Accommodation Units, or for the use of Other Benefits, the Holiday Credits accumulated at that time in his/her Holiday Credit Account, and which belong to said Member's Membership (including those acquired under the terms described in the following paragraph D), according to the Holiday Credit Allocation Charts and subject to the Operating Rules. The redemption of Holiday Credits for purposes of Accommodation at the Accommodation Units, or for the use of Other Benefits, shall be subject to the limitations related to availability, since one of the Club's main criteria is the fact that requests for reservations for Accommodation Units and the use of Other Benefits should be handled under a strict "first-come, first-served" basis.

The Management Company has the right to use the Accommodation Units for any commercial or other purposes that are consistent with the operation of the Club Program during times that have not previously been reserved by the Members in accordance with the Operating Rules. The Management Company may authorize the use of such Accommodation Units by third parties, under the terms that the Management Company itself deems appropriate from time to time, in its sole discretion.

D. Purchase of Additional Holiday Credits

During each Year of Membership, a Member who is in compliance with his/her obligations shall have the right, but not the obligation, to purchase Additional Holiday Credits, which shall be considered valid and included in the Member's Holiday Credit Account for an unlimited period of time. Therefore, these Additional Credits will not have an expiration date, although the acquisition of Additional Credits cannot be canceled or be subject to refund. Every year, Members may purchase a maximum amount of Additional Holiday Credits equivalent to the total Holiday Credits credited annually to the account of said Member. The purchase price of the Additional Holiday Credits will be determined by the Management Company during each calendar Year, and shall be governed solely by the conditions in the market.

E. Accumulation of unused Holiday Credits

Members may accumulate annually, from one Year to the next, up to twenty percent of the Holiday Credits corresponding to their Admission Level.

Unused Holiday Credits may only be used during the following calendar Year; otherwise, these Credits will expire and will be considered null and non-existent. Unused Holiday Credits exceeding the above percentage are not subject to accumulation.

Regardless of the provisions of the preceding paragraph, a Member may, for a total of ten (10) times during the term of his/her Membership, transfer from one Year to the next an amount equal to the total number of Holiday Credits credited annually to his/her account, provided said Holiday Credits have not previously been redeemed for use in Accommodation Units or in exchange for Other Benefits.

The total number of accumulated Holiday Credits that are not redeemed in exchange for Accommodation or Other Benefits during the Year in which they were accumulated, will expire and cannot be subject to accumulation for the following Year, and shall therefore be considered null and non-existent.

This benefit of accumulation of an amount equal to the total number of Holiday Credits may only be exercised by a Member who is in compliance with his/her obligations and has duly paid the Annual Club Fee for the Membership Year that will be accumulated.

This benefit of accumulation cannot be used in subsequent Years. This accumulation of Holiday Credits is not automatic; any Member seeking the accumulation of Holiday Credits that have not been redeemed during a given Year shall give notice in writing to the Management Company on or before December 31 of said Year. The benefit of accumulation is not valid for Holiday Credits that have already been accumulated and come from previous Years.

F. Redeeming Accelerate Exchange of Holiday Credits

Any Member who, on the Purchase Date, is 50 years old or older shall have the right to accelerate the exchange of his/her Holiday Credits for a term which shall not be less than fifteen years. Said Member may exercise this benefit by adding to his/her Holiday Credit Account for a given Year the maximum amount of Holiday Credits corresponding to the Member's Admission Level in a calendar Year, and may only accumulate up to twenty percent of the corresponding Holiday Credits for his/her Admission Level, regardless of the Holiday Credits accelerated for that specific Year. These advance Holiday Credits will be withdrawn from on the last Year of the term of the Membership concerned.

The Member who accelerate the exchange of his/her Holiday Credits must pay the Annual Club Fee for the Year of normal use, as well as for the advanced Year.

III. SUMMARY OF RULES FOR THE USE OF ACCOMMODATION AND OTHER BENEFITS

According to the Operating Rules, each Member has the right to redeem the Holiday Credits allocated to his/her account for reservations in Accommodation Units in any of the Resorts participating in the Club Program, or to acquire any of the Other Benefits available.

A. Reservations

Any reservation requested by a Member shall be made in accordance with the following procedures:

1. The Member shall make the reservation requests personally, either by phone, email, fax or mail, addressing this request to any office of the Management Company; and, in order for this request to be considered mandatory, the Management Company shall confirm reservations in writing.
2. The Member is entitled to request reservations at the Accommodation Units or request the application of Other Benefits within thirty days from the Purchase Date.
3. The Management Company suggests Members to request reservations for Accommodation Units at the Club Resorts or Affiliated Resorts as soon as possible, in accordance with the Club's Operating Rules, in order to have better chances of getting the reservation requested. Since the Club Resorts and the Affiliated Accommodation Resorts are located in high-demand tourist areas, making a reservation request well in advance can improve significantly the possibility for the Member to obtain the first option he/she requested for their reservations.
4. The Club will accept reservations on a "first-come, first-served" basis.
5. Reservations are always subject to the Club's availability of Accommodation Units in the requested area or Resorts.
6. If a requested Accommodation Unit, date, or Resort is unavailable, the Club shall offer the Member alternative options regarding dates, Accommodation or destination, as included in the Club Program.
7. Any reservation duly confirmed in writing, in accordance with the terms of the Operating Rules, shall be binding for the Club, and the corresponding Resort Operator will accept the conditions provided on the booking confirmation. Notwithstanding the foregoing, in the event that the Resort Operator cannot, for whatever reason, accept a duly confirmed reservation, then the Club will be responsible for providing the confirmed Member with a comparable Accommodation in an alternate Resort, with an equal or higher category and quality, located within the same area. Notwithstanding the foregoing, if, for any reason, the Club cannot provide the Member with similar Accommodation, then the Club shall be responsible for reimbursing any verifiable travel expenses incurred by the Member which may have been disbursed based on the confirmed reservation.
8. Members whose Membership Admission Level is Bronze, Bronze Plus, Silver or Silver Plus may request a reservation a Year in advance and up to thirty days prior to the Accommodation Period requested.
9. Any Member whose Membership Admission Level is Gold or Gold Plus may request a reservation 18 months in advance and up to thirty days prior to the Accommodation Period requested.
10. Members whose Membership Admission Level is Platinum A, Platinum B, Platinum Plus A, Platinum Plus B and Royal A-N may request a reservation two Years in advance and up to thirty days prior to the Accommodation Period requested.

1. If the cancellation request is submitted by the Member and received by the Management Company at least 91 (ninety-one) days prior to the start date of the reservation, then the Member will only be subject to the payment of $40 USD (forty U.S. dollars) as cancellation fee. All Holiday Credits used to make such reservation shall be credited to the Member's account for future use in accordance with the Club's Operating Rules.
2. If the cancellation request is submitted by the Member and received by the Management Company at least 31 (thirty-one) days and at most ninety (90) days prior to the start date of the reservation, then the Member will pay $100 USD (one hundred U.S. dollars) as cancellation fee. All Holiday Credits used to make such reservation shall be credited to the Member's account for future use in accordance with the Club's Operating Rules.
3. If the cancellation request is submitted by the Member and received by the Management Company within 30 (thirty) days prior to the start date of the reservation, then it shall be deemed that the Member has used all the Holiday Credits redeemed for such reservation, and therefore, no credit will be applied to the Member's account.

1. Maximum Occupancy means the maximum number of people, including children, who can stay at an Accommodation Unit, within its permanent sleeping areas.
2. Maximum Private Occupancy means the number of adults who can occupy an Accommodation Unit, so that they can have personal privacy. This number is based on the number of private areas designated as bedrooms (two adults per room).
3. In no case shall a Member exceed the maximum occupancy described in the Resort Guide or established by the Management Company and/ or the Resort Operator.
4. Any Member who does not comply with the occupancy capacity established by the Management Company in connection with any of the participating Resorts, will be charged a fee proportional to said non-compliance. The fee to be charged to the Member's account shall be determined by the Management Company in its sole discretion.
5. Any minor who is 12 years old or older shall be considered as an adult for the purposes of the Club Program, and particularly for the occupancy provisions described in this subsection.

1. Comply at all times with the provisions contained in the Operating Rules, the reservation procedures established by the Management Company, and the policies and criteria issued by the Resort Operator or the supplier of any other benefit included in the Club Program.
2. Together with their guests, comply with all the terms, rules, by-laws, charters, laws, statutes, ordinances, instructions, orders or conditions of any license or permit that relates to the use of Accommodation Units or any other benefit, which may be in force from time to time. Should any Member or Guest fail to comply with the above provisions, the Member will be considered liable and subject to the conditions set by the Resort Operator or any other entity. In no case will the Club be responsible for the actions, omissions or improper conduct of any Member or their guests incurred at any time during the use and enjoyment of Accommodation Units and/or Other Benefits.
3. Promptly notify in writing to the Management Company regarding any changes in the Member's personal information, or any change in their address or phone numbers.
4. Be individually responsible for the payment of the Annual Club Fee and other charges in order to offset the costs and expenses incurred in the proper approval and management of the Club Program.

VII. TRANSFER OF MEMBERSHIPS AND HOLIDAY CREDITS

Any Member (the "Assignor"), or in case of death or bankruptcy of a Member, or upon liquidation of a Member in the case of a corporation, their personal representatives, trustees or executors, as appropriate, shall have the right to assign, donate or, in general, transfer, subject to the provisions hereof, the Membership and the related Holiday Credits in favor of a third party (the "Assignee"), subject to the following:

1. The Assignee accepts to become a Member of the Club and accepts all related rights and obligations corresponding to the Membership's Admission Level; and
2. The Assignee agrees to assume the Assignor's liabilities and responsibilities derived from the transferred Membership in accordance with the Club's Operating Rules.

1. The authority to borrow funds to comply with its responsibilities related to the Club Program;
2. The authority to purchase, lease or generally acquire property or equipment related to the purpose of the Club;
3. The authority to grant security rights and create mortgages on any of its assets and rights;
4. The authority to sell, lease or generally dispose of any of its assets, properties and rights;
5. The power to enter into agreements to acquire or generally obtain Other Benefits, such as travel incentives, recreational products, cruise reservations and other products or services for use by Members of the Club.

1. The number or other identification code for the Accommodation Units;
2. The description of the size and other characteristics of Accommodation Units;
3. The maximum number of persons allowed to occupy the Accommodation Units in accordance with the Club's Operating Rules;
4. The nature of the facilities available to Members which can be used during the length of their stay in the Accommodation Units;
5. The Furnishings included in the Accommodation Units;
6. A description of the Other Benefits available, such as cruise reservations, travel discounts, vacation concepts and other related products which can occasionally be part of the Club Program.

1. As an additional pre-requisite for the inclusion of a new Accommodation Unit and/or Other Benefits to be part of the Club Program, the Management Company will determine the Rating of Holiday Credits of said Accommodation Unit and/or Other Benefits.
2. The Management Company may, from time to time, always submitting the changes to the approval of the Directors, make any necessary adjustments to the Rating of Vacation Credits for the Accommodation Units of any Club Resort and/or for any of the Affiliated Accommodation Units of any Affiliated Resort, in accordance with the standards of quality, demand and service set out by the Resorts.
3. The total number of Holiday Credits allocated to all Accommodation Units of the participating Club, as well as Other Benefits available to Members during a specific calendar Year, will be equivalent to, or may even exceed, the total number of Holiday Credits held by the Members within the Club Program. The Management Company shall ensure that a firm of independent accountants prepares a review and subsequently proceeds to certify that the Club Program is in full compliance with this requirement, with effect from December 31 of each Year.
4. The Management Company may carry out all kinds of arrangements required for Members of the Club to redeem their Holiday Credits in exchange for accommodation at the Affiliated Accommodation Units. These Units will be designated as Affiliated Accommodation Units in the Resort Guide. These Affiliated Accommodation Units are totally independent from any exchange program that may be contracted for this purpose with an independent exchange organization, such as Resort Condominiums International (RCI).
5. The Rating of Holiday Credits applicable to Accommodation Units, as well as to any other benefit, as determined in terms of the Club Program, will be final and binding for all Members.
6. The Holiday Credit Rating for the additional Accommodation Units subsequently introduced to be part of the Club Program, but which are within the same Resort as the Accommodation Units that are already part of the Club Program, shall be the same Holiday Credit Rating as that for Accommodation Units of the same size and characteristics within the corresponding Resort. If there are no Accommodation Units with the same characteristics within the Resort, then this will consider the comparison of Units for purposes of establishing the Rating of Holiday Credits for the additional Accommodation Units introduced to be part of the Club Program.
7. The level of Holiday Credits for the additional Accommodation Units in new Resorts introduced to the Club Program shall take into account the current value and demand of the additional Accommodation Units, as well as the facilities and services existing in the new Development, compared to the current value and demand of the Accommodation Units and the facilities and existing services within the Club Program.
8. The Management Company will use its best efforts to provide Members with the use of the Club's Accommodation Units within the Club Resorts available on the Purchase Date.
9. Promotions are those service proposals offered, from time to time and based on the availability of destinations and Resorts, by the Club through its Publications or online promotions, which shall be subject to the terms and conditions and other specifications established by said Resorts. Members agree and understand that the Club does not guarantee the availability or existence of promotions and/or benefits at any time.
10. The Distinguished Partner Program is the one that includes Members who are in compliance with the payments related to their Membership and receive special promotions.

IX. GENERAL MEETINGS OF THE CLUB

All Members, in their capacity as participants in the Club Program, will be notified by the Management Company regarding the holding of any General Shareholders Meeting, and the minutes drafted for these meetings will be available for review at the Club's registered address, which is currently located in Chollerstrasse 35 6300 Zug, Switzerland.

The Club's Annual General Meetings must be held once each calendar Year and no later than on December 31 of that same Year. The issues to be discussed at the Club's Annual General Meeting will adhere to the Club's Commercial Rules and/or anything specified by the Directors.

Members have the right to be notified at least 30 days before the date set for the Annual Meeting, or at least 20 days before any Special Meeting, and must receive a summary of the agenda to be discussed at the Meeting, and shall also have the right to receive, within a reasonable period of time after said Meeting, a summary of the agenda discussed. Any resolution duly adopted by the Management Company to increare the Annual Club Fee, as provided in the subsection entitled "Responsibility of the Members for the Club Fees", will be considered valid and binding for all Members, unless at least 70% of the outstanding Holiday Credits held by Members disagree with this increase. Written notice of this disagreement must be submitted to the Management Company within 45 days after resolution was approved.

X. AMENDMENT OF THE OPERATING RULES

The provisions of the Club's Operating Rules may be modified or amended by the Management Company when so approved by the Directors, and provided that no amendment of this nature becomes effective unless the Members have received prior notice in accordance with the provisions of the Club's Operating Rules. In any case, no amendment shall become fully effective or valid until thirty (30) days have elapsed since the mailing of the relevant notices to the Members announcing these amendments to the Operating Rules.

The provisions contained in these Operating Rules may not be waived or modified in any way, except under the terms stated in these Operating Rules and with the understanding that no waiver or amendment of this nature may reduce or adversely affect the rights already acquired by the Members.

XI. NOTIFICATIONS

All notifications to be made as provided in these Operating Rules must be made electronically to the email address that appears in the Registry. Any notice issued by this means shall be deemed duly delivered on the day it was actually sent and/or received through the electronic confirmation issued and/or received, if applicable, through the software system used for this purpose, and any notice sent by mail shall be deemed delivered on the fifteenth day after the letter containing the corresponding notice is deposited in the post office; and it shall be sufficient proof of this notification that the letter was duly addressed, stamped and delivered to the Postal Service.

The notification addressed to any of the Joint Members shall be deemed as actually delivered to the other Joint Members. In addition, any Publications made, without limitation, through the Royal Holiday News (newsletter) or by email, unless by express provision of law must be notified in writing, shall be considered as a notification actually delivered on the terms herein provided.

XIII. APPLICABLE LAW

For purposes of interpretation, regulation, enforcement and subscription, the Operating Rules will be regulated and interpreted in accordance with the laws of Switzerland.

The Member acknowledges and agrees to abide by the terms and conditions provided in the Operating Rules and which are published from time to time on the Website www.royal-holiday.com, and expresses his/her knowledge and understanding of the content and scope thereof when performing and/ or requesting any Accommodation Units and obtaining Other Benefits in accordance with the provisions of the Operating Rules. The Member agrees that the Operating Rules and the terms and conditions contained therein are printed in different versions and languages. Consequently, those published on the Website www.royal-holiday.com in Spanish shall only apply to those Members whose residence is in Mexico, the Caribbean, Spanish-speaking Central and South America, and Spain. Those posted on the Website www.royal-holiday.com in Portuguese shall only apply to those Members whose residence is in Brazil. Those posted on the Website www.royal-holiday.com in French shall only apply to those Members whose residence is in France or French Canada, and any Member of a European country whose official language is French. Those posted on the Website www.royal-holiday.com in German shall only apply to those Members whose residence is in Germany, and any Member of a European country whose official language is German. Those posted on the Website www.royal-holiday.com in English shall only apply to those Members whose residence is in the United States, Canada and other countries not previously included.

The Member may consult the Website in the language of his/her choice; however, the Operating Rules that formalize their relationship with the Club shall be those corresponding to their Service Center.

ANNEX A. DEFINITIONS
This section provides a summary of the Club Program and the Operating Rules that each purchaser of a Membership agrees to comply with. The following words and terms shall have the meanings ascribed to them below:

"Accelerated Year"
This is the Year from which a Member may request the acceleration of Holiday Credits in accordance with the provisions of the above definition.

"Acceleration of Holiday Credits"
These are the Holiday Credits that can be transferred by the Member from the last effective year of the Membership to the Year in which the acceleration is requested in order to exchange them for use in Accommodation Units or Other Benefits. The benefit of requesting an Advance Redemption Acceleration of Holiday Credits is subject to compliance with the Operating Rules of the Club considering their limitations.

"Accommodation"
This means the duration of stay in a room(s), night(s) and hours shown in the Holiday Credit Allocation Charts or on the relevant reservation confirmation voucher during which the use of the Accommodation Units by Members can be enforced in accordance with the provisions of the Operating Rules.

"Accommodation Period"
This means the time when a reservation requested by a Member and confirmed by the Management Company starts, and which ends on the expiration date of the reservation. The Member may request an extension to the Accommodation Period, in accordance with the provisions of the Club's Operating Rules.

"Accommodation Unit"
This means a hotel room or suite, villa, townhouse, condo, apartment or similar unit, together with their respective Furnishings, common areas, Facilities and Services, which forms part of a certain Resort in which Members may redeem their Holiday Credits for Accommodation purposes.

"Accumulation of Unused Holiday Credits"
These are the credits that are transferred to the following Year. The accumulation of unused Holiday Credits is subject to compliance with the Club's Operating Rules, considering their limitations.

"Additional Holiday Credits"
These are Holiday Credits acquired by a Member in addition to the Holiday Credits credited annually to their account. The acquisition of these Credits is subject to compliance with the Club's Operating Rules, considering their limitations.

"Admission Levels" also referred to as "Membership Level" or "Membership Type"
These are the various categories of Memberships, which grant Members different annual amounts of Holiday Credits. These categories are known by the following names: (i) Bronze, (ii) Bronze Plus, (iii) Silver, (iv) Silver Plus,
(v) Gold, (vi) Gold Plus, (vii) Platinum A, (viii) Platinum B, (ix) Platinum Plus A, (x) Platinum Plus B, and (xi) Royal A to N.

"Affiliated Accommodation Unit"
This is an accommodation unit in which the Club holds Accommodation rights for the benefit of its Members and which is located in any of the Club's Affiliated Resorts.

"Affiliated Resort"
This means one who participates in the Club Program by virtue of a short- term lease agreement or other contractual arrangement as set forth in the Club Program.

"Agreement"
This means the legal document through which a person acquires a Royal Holiday Club Membership.

“Anniversary Date”
This is January 1st of each Year for each Membership.
"Annual Club Fee"
This is the annual charge for maintenance payable by Members in order to comply with the Club Program, as well as to cover its costs and administrative and operating expenses, all as described in the Club's Operating Rules.

"Budget"
This is the projection of income and expenses prepared by the Management Company each Year as described in the Club's Operating Rules.

"Charge Notice"
This is any notice and/or notifications that are given, as provided in these Operating Rules, in writing by the Management Company and addressed to the Member in relation to any Annual or Special Club Fees which may be due and payable by such Member.

"Check-In Time"
This is the time set by the Management Company and/or Resort Operator for the Members to check-in at the Accommodation Units participating in the Club Program. The Check-in Time varies depending on the Resort concerned, and may be changed at the sole discretion of the Management Company or the Resort Operator.

"Check-Out Time"
This is the time set by the Management Company and/or Resort Operator for the Members to leave the facilities of the Accommodation Units participating in the Club Program. The Check-out Time varies depending on the Resort concerned, and may be changed at the sole discretion of the Management Company or the Resort Operator.

"Club"
This means Royal Holiday Club, a company that operates regularly and is duly incorporated under the laws of Switzerland, which has issued and shall continue to issue "Bonds de Participation", which are also called "Memberships" in the subsection entitled "General".

"Club Accommodation Unit"
This means one that is located within the Club Resorts participating in the Club Program.

"Club Program"
This means the set of strategies developed by the Club in order to provide its Members who are in compliance with their obligations, with Accommodation at the participating Accommodation Units or Other Benefits included from time to time. The Club Program provides the system through which its Members can redeem Holiday Credits in exchange for the services described in the Resort Guide in accordance with the provisions of the Club's Operating Rules.

"Club Resort"
This means any Development included within the Club Program, in which the Club has long-term occupancy rights on behalf of its Members.

"Directors"
This means the Club's Board of Directors.
"Facilities and Services"
These are the facilities provided by the Club or by each Affiliated Resort participating in the Club Program, as described in the Resort Guide and designed to benefit the Club Members, their guests or regular users of these facilities.

"Financial Year"
This means the fiscal year of the Management Company, which shall be the calendar Year that begins on January 1 of each Year and ends on December 31 of that same Year.

"Furnishings"
This means all furniture, accessories, decoration, fixtures, equipment and utensils contained in the participating Accommodation Units.

"Guest"
This means a relative, employee, guest or other person authorized by the Member to use an Accommodation Unit or any other benefit granted by the Club.

"Holiday Credits"
These are units of measurement issued by the Club in order to characterize the accommodation services and Other Benefits granted within the Club Program. These Holiday Credits are credited annually to each Member's Account based on the Admission Level specified for that purpose in the

Membership Certificate, and can be redeemed for Accommodation rights or Other Benefits, all subject to compliance with the Club's Operating Rules, considering their limitations.

"Holiday Credits Account"
This means the account held by the Management Company for each and every member of the Club.

"Holiday Credit Allocation Charts"
This means the charts designed for the purpose of indicating the Rating of Holiday Credits for Accommodation Units and Other Benefits, as provided by the Club. These charts are published in the Resort Guide or any other document from the Club, and shall be updated to the extent required.

“Holiday Credits Rating"
This means the value given to Accommodation Units and Other Benefits, characterized in the number of Holiday Credits that will be charged to the account of each Member upon redeeming said Holiday Credits in exchange for accommodation rights at any of the Club's Accommodation Units or in exchange for Other Benefits occasionally included for said purpose within the Club Program, all as shown on the Resort Guide.

"Initial Membership Year"
This means, according to the Club's Operating Rules, the Year in which the rights and obligations relating to any Membership acquired by a Member will become effective. The Initial Membership Year, depending on the option chosen by the Member, may be the calendar Year ended on December 31 of the Year in which the Membership was acquired, or the following calendar Year.

"Introduction, Substitutions and Removals"
This constitutes the right to introduce, replace or remove Accommodation Units or Other Benefits within the Club Program, all in accordance with the Club's Operating Rules, considering their limitations.

"Management"
This means the management of the Club by the Directors, in order to perform the appropriate administrative duties of the Club's day-to-day operations.

"Management Agreement"
This means the agreement that has been signed in the terms and conditions agreed between the Directors and the Management Company.

"Management Company"
This means Holiday Club Management Company de Mexico, S.A. de C.V., a company incorporated under the laws of the United Mexican States, to service Members of said country, and Holiday Club Management Company, Ltd., a company incorporated under the laws of the Cayman Islands, to service Members around the world, as well as their successors or assigns, or any other entity designated from time to time by the Directors to perform the administrative duties required for the operation of the Club.

"Member"
This means the person(s) registered by the Club as the owner(s) of a Membership Certificate participating within the Club Program.

"Membership"
This means all the rights and obligations derived from a Member's corresponding Admission Level during the time of his/her participation in the Club Program.

"Member Registry"
This means the Registry maintained by the Management Company in terms of which the holders of the Membership Certificates are enlisted.

According to such Admission Levels, Members are entitled to different benefits within the Club, as described in this instrument, as well as their Admission Level.

"Membership Certificate"
This is the document issued by the Club in accordance with the Operating Rules and evidencing ownership of a given Membership by a Member. The Certificate also includes a Member's Registration as a participant in the Club Program. According to the laws of Switzerland, this document was originally called "Certificat de Participacion au plan / Club de vacances Royal Holiday". This document will have the format determined by the Club for such purpose, and may occasionally be changed at the discretion of the Club itself.

"Operating Rules"
These are the set of rules issued and adopted by the Management Company and approved by the Club, with the purpose of regulating the daily operations of the Club Program. These Operating Rules will regulate the Club's daily affairs and establish the rights and obligations of the Club's Members.

"Other Benefits"
This means those rights or benefits, other than using Accommodation Units, included or which may be included from time to time within the Club Program, which, as appropriate and as indicated, may be exchanged by Members for the Holiday Credits allocated to their respective account, pursuant and subject to the provisions of the Operating Rules. As an example of the foregoing, the term "Other Benefits" includes Accommodation in cruises, online promotions and online magazine. The Management Company will announce the Other Benefits at the moment when these are included within the Club Program.
"Publications"
This means Resort Guide and the Royal Holiday News online magazine.
“Purchase Date”
This means, with respect to each Membership, the date on which the Member signed the Agreement by which he/she purchased a Royal Holiday Club membership.

"Registry"
This means the document containing the records kept by the Management Company. The Management Company will maintain this Registry in the terms provided by the Club Program.

"Resort"
This means any establishment providing accommodation, hotel, resort, apartment building, condominium, condo-hotel or similar, where the Club Program may be operated from time to time, and it can be a Club Resort or an Affiliated Resort.

"Resort Guide"
This is the list of Resorts participating in the Club Program, which contains a detailed description thereof, together with the Holiday Credit Allocation Charts, which show the number of Holiday Credits that are required to use the Accommodation Units at these Resorts. This list can also be known as the "Resort Guide". This Resort Guide may be published both in print and electronically on the website: www.royal-holiday.com.

"Resort Operator"
This is the entity (hotel manager, hotel operator or management company, or the condominium or homeowners association or the interval association) in charge of the operation of each participating Development within the Club Program.

"Seasons"
Prime Season: This includes the weeks or nights with the highest demand for each destination.
High Season: This includes every day of the year, except Prime and Low Seasons.
Low Season: This includes specific dates in the months with the lowest demand.

"Service Center"
These are the different points of contact, either by telephone, online and/ or on location, as appropriate to the region and location of the domicile of its Members through which the Club reserves the right to provide care and/ or services through its Vacation Agents during the times and at the phone numbers and email addresses indicated, as appropriate, for this purpose.

"Special Club Fee"
This means any special charge additional to the Annual Fee, applied to Members by the Management Company for the reasons set out in the Club's Operating Rules.

"Special Notice"
Means any written notification from the Management Company and addressed to the Club Member, contemplating any Special Club Fees that may be due and payable by such Member, in addition to the Annual Club Fee.

"Transfer Request"
This means a request by a Member for the purposes of transferring their Membership Certificate, together with their corresponding Admission Level, in favor of a third party. This request must be submitted in the manner determined from time to time by the Management Company prior agreement with the Club.

"Vacation Advisor"
Personnel designated to provide telephone, e-mail and/or personal support to the Club Members.

"Value(s)"
Rating awarded by the Club. Values are assigned according to five (5) variables: the date of travel, destination, season, length of stay, type of Development and type of Accommodation Unit.

"Website"
For the purposes of these Operating Rules, this means the address: www.royal-holiday.com, which will also be referred to as the site, the webpage, the internet site, the Royal site, the Royal website and/or our website.

"Year"
This means the Calendar Year, i.e., the period from January 1 to December 31 of that same Year.