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Operating Rules

Conoce Royal Holiday

I. INTRODUCTION

The Club is a company that operates regularly and has been duly incorporated under the laws of Switzerland since the Year 1992. In order to carry out the daily operation and management of its affairs, the Club has entered into a Management and Service Agreement with Holiday Club Management Company de Mexico, S.A. de C.V., a company from the United Mexican States, incorporated on December 18, 2003, and with Holiday Club Management Company, Ltd., a company from the Cayman Islands, B.W.I., incorporated on July 8, 1993, both of which are responsible for servicing Members as authorized (referred to individually and/or jointly as the "Management Company").
Memberships incorporate the number of Holiday Credits stated therein. This Membership gives the purchaser the right to a specific number of Holiday Credits to be exchanged annually by the purchaser during the term of the Membership, which is usually 30 Years, in exchange for Accommodation services and Other Benefits offered by the Club. The Membership also entails the obligation to pay an Annual Club Fee. The different levels of Memberships are described in general below.

Membership Level

Annual allocation of Holiday Credits
Bronze 5,000
Bronze Plus 10,000
Silver 15,000
Silver Plus 20,000
Gold 25,000
Gold Plus 30,000
Platinum 40,000
Platinum Plus 60,000
Royal 80,000

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

Any person (provided it is not a minor) may apply for or obtain a Membership with a specific Admission Level, in order to participate in the Club Program. Any two or more individuals may apply for and obtain a joint Membership, with the understanding, however, that all kinds of notices in connection therewith shall only be sent to the person whose name appears first in the joint application or the person later designated by the persons registered as joint Members. Individuals participating in a Joint Membership shall be jointly and severally liable for the payment of Club Fees and compliance with any other obligation derived from said Membership.

No person shall be admitted in a Club Membership Plan unless and until their name is entered in the Member Registry, in accordance with the provisions set out in the Operating Rules. The registration of individuals in the Member Registry shall constitute definitive proof (prima facie) of their status as participants of the Club Program.

The Club is managed by the Management Company together with its subsidiaries or affiliates, who shall perform different functions for the Resort's operations, reservations, promotions and Member services (see "Management Company").

As described in the Operating Rules, the Management Company maintains an account for each Member. This account is credited annually with the corresponding number of Holiday Credits initially acquired plus the amount of any subsequent upgrade and the number of credits accrued or advanced, as allowed by the Operating Rules. Any Member who has paid the Annual Club Fees can redeem credits for the right to stay at the Club's Resorts, or to use Other Benefits of the Club.
The Club's Resorts are: (i) owned by the Club form part of the Club Program under long-term Accommodation agreements ("Club Resorts") or (ii) are part of the Club Program under short-term Accommodation agreements or other contractual arrangements ("Affiliated Resorts"). Within each category, a Resort may be a full service hotel with extensive service offering a variety of services provided internally or a condominium. The Club’s Resorts are described in more detail within the Summary of Integrated Sites ("Resort Guide") given for this purpose to each Member at the time of purchase. The Management Company may occasionally update the Resort Guide.
The number of Holiday Credits to be exchanged for Accommodation at a given Club Resort, or an Affiliated Resort, or in exchange for Other Benefits, is specified in the Resort Guide. This number is determined by the Management Company based on: (i) the location of the Resort and its range of services, (ii) the size and type of Accommodation, (iii) the season of the Year in which the Accommodation occurs, and (iv) the days of the week involved.

The Resort Guide contains the most complete description of the Resorts and Other Benefits, as well as their corresponding services.

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.
B. Cancellation of reservations

Once the reservation for an Accommodation Unit has been confirmed, the Member has the right to cancel the confirmed reservation by following the procedure indicated below:
  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.
C. Check-in and check-out times

The check-in and check-out times vary depending on the Resort in question; therefore, the Member must comply with the hours established 377 by the Resort Operator, which shall be mentioned on the reservation confirmation provided to the Member by the Management Company.

D. Occupancy capacity at Accommodation Units

There are different sizes, types and classes of Accommodation Units within the Club Program. For this reason, each Member will receive a Resort Guide, which establishes the occupancy capacity of each Accommodation Unit. Members must comply with these limitations. The occupancy capacity of Accommodation Units is classified as follows:
  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.
E. Liability for Personal Charges incurred in the use of Accommodation Units or Other Benefits

Each Member shall be responsible for the payment of all Personal Charges derived from the use of Accommodation Units or Other Benefits. Personal Charges may include, without limitation (a) charges associated with the use of telephone as incurred by the Member or their guests; (b) charges for the consumption of food and beverages as incurred by the Member or their guests; (c) any accessory requested by the Member or their guests; (d) other special services or supplies attributable to the Member or their guests and that relate to the occupation of Accommodation Units or the use of Other Benefits; (e) the cost of replacing or repairing damages to the Accommodation Units, Furnishings and common facilities or common areas due to losses or damages caused by said Member or their guests; (f) charges to pay for any expenses attributable to the negligent or intentional acts of said Member or their guests; (g) the cost of any additional services contracted by the Member or their guests; and (h) any additional charges and fees or taxes referred to in the paragraph below entitled "Other Charges".

The collection of these charges will be made and will be payable at the moment when the Member checks out and must be guaranteed through a credit card receipt printed by the machine at the moment of the check-out.

IV. CLUB BUDGET - CLUB ANNUAL FEE AND OTHER CHARGES

A. Club Fee charge and budget
No later than on November 30 of each Year, the Management Company shall prepare and deliver to all Members a Budget that shows the total estimated amount for costs and expenses incurred by the Club, as well as the income calculated to be received through the proposed Annual Club Fees payable by each Member for the immediately following Financial Year. The Management Company shall prepare this Budget in accordance with the provisions set out in the Operating Rules.

The Annual Club Fee shall be deemed as a personal debt for each Member, payable to the Management Company under the terms described in the next paragraph. The Management Company will issue and deliver a Charge Notice to each Member at least 30 days prior to the Payment Date of the Annual Fee. The submission of the Charge Notice by mail from the Management Company to the relevant Member shall constitute an order for payment.

The Annual Club Fee payable for each Membership Year will be determined by the Management Company each Year based on the number of Holiday Credits allocated to the account of a particular Member, and shall also be based on the costs and expenses anticipated to allow the Club Program to be able to operate.

The total amount of the Annual Club Fees payable that relate to the existing Memberships will be the amount which the Management Company considers necessary for the purpose of covering the total amount of expenses that the Management Company intends to incur in order to operate correctly the Club Program for each Financial Year, as all this is set out in the Budget.

At the sole discretion of the Management Company, the Annual Club Fee may be increased each Year to reflect the increase in costs and expenses incurred in the operation of the Club Program, as provided in the corresponding Budget for any Financial Year.

If the increase in the Annual Club Fees is greater than the increase in the U.S. Consumer Price Index, this increase shall not become effective when it is rejected by Members representing at least 70% of the total Holiday Credits held by the Members at that time.

The Annual Club Fees for the Financial Year starting on January 1, 2018 are:

Membership Type/Level

Number of Holiday Credits

Annual Club Fees for $ US
Bronze 0,001 - 5,000 435.00
Bronze Plus 5,001 - 10,000 520.00
Silver 10,001 - 15,000 600.00
Silver Plus 15,001 - 20,000 705.00
Gold 20,001 - 25,000 775.00
Gold Plus 25,001 - 30,000 870.00
Platinum A 30,001 - 35,000 1,115.00
Platinum B 35,001 - 40,000 1,215.00
Platinum Plus A 40,001 - 50,000 1,320.00
Platinum Plus B 50,001 - 60,000 1,385.00
Royal A 60,001 - 70,000 1,530.00
Royal B 70,001 - 80,000 1,705.00
Royal C 80,001 - 90,000 1,865.00
Royal D 90,001 - 100,000 2,065.00
Royal E 100,001 - 110,000 2,215.00
Royal F 110,001 - 120,000 2,395.00
Royal G 120,001 - 130,000 2,575.00
Royal H 130,001 - 140,000 2,750.00
Royal I 140,001 - 150,000 2,925.00
Royal J 150,001 - 160,000 3,100.00
Royal K 160,001 - 170,000 3,265.00
Royal L 170,001 - 180,000 3,445.00
Royal M 180,001 - 190,000 3,635.00
Royal N 190,001 - 200,000 3,830.00


B. Other charges

The laws of some countries in which the Resorts are established impose certain occupancy taxes or fees, which are not included in the Annual Budget.

This is due to the fact that such taxes or fees are usually not attributable to the Club Program, but constitute special charges applicable only in certain countries. Therefore, the Annual Club Fee does not cover such expenses, which may be charged to the Member when he/she enters into such countries or when the Accommodation Unit is occupied precisely in those countries. Members are individually responsible for the payment of these occupancy taxes or fees.
In addition to the Annual Club Fee, each Member shall be responsible for paying for any Special Club Fees to the Management Company, as these may be determined to be applied to the Membership by the Management Company. This type of Special Club Fees corresponds to extraordinary expenses, costs or events that are not included in the Budget and must be covered by the Club Program within the Financial Year, in accordance with the Club's Operating Rules.

If a Special Fee is generated, it will be determined by the Management Company, who shall prepare a Budget to cover, to the extent possible, the variation of prices in order to avoid the imposition of additional charges. This Special Fee cannot be more than twice the amount paid for the Ordinary Annual Fee corresponding to the Year in which the Special Fee is generated.
In the event that both Ordinary and Special Fees are insufficient, it will be ROYAL HOLIDAY CLUB's sole responsibility to cover the difference.

C. Payment of Club Annual Fee and other charges

Each Member is responsible for paying the Annual Club Fee corresponding to their Membership, according to the following:

The Annual Club Fee for each Membership shall be due and payable on or before January 15 of each calendar Year, or when the Member requests a reservation for a particular Accommodation Unit or when he/she intends to make use of any other benefit, whichever happens first.

Notwithstanding the foregoing, the method and procedures for the payment of the Annual Club Fee may be amended from time to time by the Management Company, which may introduce alternative methods for payment and for the granting of discounts or other incentives for advance payment, all this as the Management Company, in its sole discretion, deems appropriate.
The Charge Notice signed and issued at any time by and on behalf of the Management Company, stating the amount due for a given Member in accordance with the terms of the Operating Rules, will constitute prima facie evidence (first sight) of said indebtedness by the Member.

If there is any outstanding balances from the due date, a collection fee equivalent to 5% of the amount due and unpaid will be charged to the Member. Subsequently, if the amount due and payable remains unpaid for more than thirty days, then a charge will be applied for interests on the unpaid balance by the Management Company, at a rate of 2.5% per month, until the total unpaid amount is covered, provided that said interest rate does not contravene the applicable legal provisions. If so, the rate will be reduced to the maximum rate permitted by such laws.
The Member will fully and effectively indemnify the Management Company for all costs incurred (including all reasonable attorneys' fees) in connection with the collection of unpaid amounts charged to the Member.

V. GENERAL OBLIGATIONS OF MEMBERS

Each Member of the Club shall be subject to the following obligations:
  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.

VI. NON-COMPLIANCE BY A MEMBER WITH THE OPERATING RULES OR REQUIRED PAYMENTS

If any Member fails to comply with any of the terms of the Club's Operating Rules or fails to make the payments required under the contract by which he/she acquired the membership or under the Club's Operating Rules. The Management Company, on behalf of the Club, will have full power and authority to cancel the Membership and declare all of the Member's rights in the Club as void and unenforceable.

According to the above, each Member pledges any and all rights he/she has or may have derived from his/her Membership(s) and Holiday Credits, in favor of the Management Company as a guarantee of timely compliance with his/her obligations under the Operating Rules.

During the period of non-compliance, the Club may, if such breach is not cured, permanently suspend the Member's rights derived from his/her Membership if:

a) The Member fails to timely pay any amounts due to the Management Company on the date of maturity and subsequently fails to pay these within ninety (90) days after the mailing of the notice in terms of which payment is requested to the Member; or
b) The Member fails to comply with his/her obligations under the Operating Rules and, though given the possibility to cure the breach, the situation is not regularized within ninety (90) days following the mailing of the notice to the Member, requiring him/her to proceed in this manner; or
c) The Member fails to comply with his/her obligations under the Operating Rules and such breach cannot be remedied within the term of the notice referred to in the foregoing subsection or that it is generally impossible to solve; or
d) The Member is a legal entity and is temporarily or permanently dissolved and liquidated or put into receivership; or if it is an individual, when seized temporarily or permanently, or if his/her succession is open.

Upon occurrence of any of the foregoing circumstances, the Management Company shall be entitled, without prejudice to any other rights it may have, to the following:

a ) Declare all amounts owed by the Member in favor of the Management Company, regardless of whether or not they are due and payable, as immediately due and payable, and the Member shall be responsible for making the immediate payment of such amounts;
b) Return to the person or entity that obtained the original right to sell the Holiday Credits or cancel, sell, dispose or otherwise settle, under the terms and conditions that the Management Company, at its discretion, may consider appropriate, the Membership(s) and Additional Holiday Credits under the terms assigned and pledged under this instrument.

Each Member irrevocably appoints the Management Company as its legal representative and attorney-in-fact, to subscribe on its behalf all transfer documents and other instruments that may be necessary to implement the provisions of this clause.

If the Management Company sells or disposes of one or more of the Member's Memberships and Additional Holiday Credits are returned, in accordance with paragraph b) above, then the proceeds of such sale or disposal shall be applied first to release the amounts owed by the Member to the Management Company and the balance of such proceeds, if any, shall be credited to the Member's Account.

In this subsection, references to any debts that the Member may have from time to time shall include the interests on those debts, as well as costs incurred by the Management Company in connection with the recovery of all sums owed by the Member on a full compensation basis, including attorneys' fees.

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.
If a particular Member requests the transfer of a Membership legitimately owned by him/her, together with any Holiday Credits, to a third party, this request must be submitted to the Management Company in conjunction with the Membership Certificate, as well as a transfer request signed by the Assignee stating his/her agreement to be bound in terms of the Operating Rules, and prior payment of a reasonable transfer fee. Subsequently, the Management Company, as soon as reasonably possible, will cancel the original existing Membership on behalf of the Assignor and will enter the Assignee's name into the Member Registry, immediately requesting the Club to proceed with the issuance and delivery of a Membership Certificate to the Assignee in accordance with the Club's Operating Rules.

The Management Company reserves the right to accept or reject any assignment, donation or transfer of Memberships, as well as the Holiday Credits corresponding to said Membership, notifying in writing to the Member regarding the response to such request.

VIII. MANAGEMENT COMPANY

A. General Powers

The Management Company shall have full power to perform all necessary actions to fulfill its functions in fulfilling the purpose of the Club Program and in compliance with its administrative responsibilities. Notwithstanding the foregoing, the Management Company will have the following specific powers and authority:
  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.

B. Conservation of Registry

The Management Company will maintain a Member Registry containing the names of all participants of the Club Program. The Management Company will maintain or make sure that an independent Registry is maintained for each Membership's Holiday Credit Account, together with the transactions recorded in the respective Members' accounts.

The Management Company will also maintain a Registry available for inspection by the Members, which shall specify all of the following:

The names and addresses of the Resorts where there are Accommodation Units that are part of the Club Program, indicating whether these Resorts are Club Resorts or Affiliated Resorts;
  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.

C. Introduction of new Accommodation Units and/or Other Benefits

The Management Company may, from time to time, introduce new Accommodation Units or Other Benefits to 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.

XII. DISPUTES

Any dispute or difference between the Management Company, the Club or one or more of the Members caused by or arising out of the interpretation of the Operating Rules shall be referred to the decision of a single arbitrator in accordance with the provisions of the laws of the Chamber of Commerce in Geneva.

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.

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