O W N E R E D U C A T I O N – Y O U R W O R L D M A R K V A C A T I O N S

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Table of Contents

WorldMark by Trendwest

Vacation Credits .................................................................................................................................................... 2

Guidelines For Using Vacation Credits .................................................................................................................. 3

How To Use Your Vacation Credits ....................................................................................................................... 4

WorldMark Waitlist .............................................................................................................................................. 5

Saving and Borrowing Credits ............................................................................................................................... 6

Time Frame for Booking or Canceling Reservations .............................................................................................. 7

Bonus Time ........................................................................................................................................................... 8

Exotic Bonus Time ......................................................................................................................................... 9

Inventory Specials ......................................................................................................................................... 10

Important Contact Information .......................................................................................................................... 11

Appendix

Glossary of Terms ................................................................................................................................................ 12

Exhibit 1 – WorldMark Vacant Night Report ...................................................................................................... 15

Exhibit 2 – WorldMark Unit Breakdown ............................................................................................................ 19

Exhibit 4 – WorldMark Club Guidelines ............................................................................................................ 20

The information in this booklet is current as of January 16, 2007 but is subject to change.

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Vacation Credits

Vacation credits signify your ownership in WorldMark, The Club. The extent of your club benefits and obligations are measured in units of vacation credits that you own. Credits are renewed annually in the amount owned on the first day of your anniversary month. For example, if you purchased 10,000 credits in March, every ensuing March 10,000 credits will be deposited in your account. If you upgrade (purchase additional credits after your original purchase), your anniversary month remains the same as the month of your original purchase.

The number of vacation credits needed to reserve a particular vacation will depend on the following major compo-nents:

The Season of the YearHigh Season = Red Mid Season = White Low Season = Blue

NOTE: Seasons will vary year to year as the calendar changes. So it is possible to find that the same date you traveled in Red Season last year is in White Season this year. Be sure to consult the current year’s Daily Vacation Credit Values booklet.

The Size of the Unit

SIZE OCCUPANCY

Studio �

� bedroom 4

�+ bedroom 6

� bedroom 6

�+ bedroom 8

3 bedroom 8

� bdrm Penthouse 6

3 bdrm Penthouse 6

4 bdrm Penthouse 8

� bdrm Presidential Penthouse 4

3 bdrm Presidential Penthouse 6

4 bdrm Presidential Penthouse 8

NOTE: Some units may have higher or lower occupancies, especially penthouse units. Ask the Vacation Planning Center about occupancy limits when booking your reservation. Remember that children of any age count as occupants.

The Day of the WeekEach day of the week has its own credit value. Generally speaking, you will find that Monday–Thursday will have one value, Friday and Saturday will have a little higher value and Sunday will fall in the middle.

The Resort LocationEach resort also has its own established credit values, although most are standard.

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Guidelines for Using Vacation Credits

Red (High) Season • One week minimum stay if booked 61 days to 13 months in advance. Any day check-in available.• Less than a week can be booked 60 days or less in advance.

NOTE: The one week minimum may be booked at more than one resort. This is a “group” booking, and cancellations of or modifications to this type of reservation are unique—ask your Vacation Planning Counselor for information. Since a group reservation involves more than one credit reservation within the same anniversary year, housekeeping fees apply on each segment after the first reservation.

White and Blue (Mid and Low) Seasons• No minimum stay required except for weekends.• Can be booked 48 hours to 13 months in advance.

Weekend Only• When both Friday and Saturday nights are available, a two-night stay is required.• A “weekend only” reservation is for Friday and Saturday night only.• Any other combination of nights that includes a Friday or Saturday is not counted a “weekend only” reservation. For example, any of the following combinations of nights are not considered a “weekend only” reservation: Thu/Fri/Sat, Fri/Sat/Sun, Sat/Sun/Mon. Tip: If both Friday and Saturday are not available, you can book a Friday only or a Saturday only—and it’s not considered a “weekend only” stay!

NOTE: You may have as many credit reservations booked as you have vacation credits available. However, you may have only one “weekend only” reservation booked on credits “per each block of 5,000 credits owned at a time” (Section C #10 Club Guidelines). An owner of 6,000 credits may have one “weekend only” reservation at one time; an owner of 10,000 credits may have two. The rule does not limit how many “weekend only” reservations you make, it simply limits the num-ber you can have booked at the same time. Once you have completed a “weekend only” reservation, you may book another.

Housekeeping Fees• Housekeeping fees are charged only on reservations made using vacation credits.• Free housekeeping services are issued annually based on the number of vacation credits you own. One free service is granted, along with your credits, on your anniversary month for each whole block of 10,000 credits owned. This means that owners with fewer than 20,000 credits are issued one free housekeeping service per year; owners with 20,000 - 29,000 credits are issued two.• Housekeeping services have expiration dates that match the award date of your annual credits. For example, if your annual credits and housekeeping services were awarded in June 2005, both would carry the expiration date of June 2007, 24 months later. • When you make a credit reservation, the oldest housekeeping service will be applied to it.• When all free services are gone, a housekeeping fee will be charged for each subsequent reservation. • Your free housekeeping services will be redeemed, or fees will be collected at the time the reservation is made. • The housekeeping fee is based on the size unit you book. Currently, the fees are:

Studio Hotel $40 � Bedroom $65 3 Bedroom Penthouse $�00

� Bedroom Hotel $55 3 Bedroom $75 4 Bedroom Penthouse $��0

� Bedroom Hotel $60 � Bedroom Chalet $70 3 Bedroom Presidential $�00

Studio $45 3 Bedroom Chalet $80 4 Bedroom Presidential $��0

� Bedroom $60 � Bedroom Penthouse $85 All prices quoted in U.S. dollars

NOTE: Other unit sizes are available. For questions about housekeeping fees or free services, please contact Owner Services.

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How to Use Your Vacation Credits

Reservations With Credits• Can be made as early as 13 months or as late as 48 hours prior to arrival date.• Phone the Vacation Planning Center at 1-800-457-0103.

Monday—Friday: 6 a.m. – 9 p.m. (PT) Saturday—Sunday: 6 a.m. – 5 p.m. (PT) Closed for training Tuesdays: 2 p.m. – 3:30 p.m. (PT)

• All locations and dates are available on a first-come, first-served basis.• The key is flexibility. Have several locations in mind when you call and book the one that is open. Then…• If your first choice is not available, request to be waitlisted. Those owners on the waitlist will be phoned should there be a cancellation. If you booked an alternative, you can choose to accept the waitlisted reservation in its place. Please note that the waitlist is for credit use only.

Save CreditsVacation credits that are unused at the end of your anniversary year will automatically carry over for one year. Once credits are deposited in your account, the credits have a two-year (24-month) life and will expire at the end of the second year.

Borrow CreditsOwners may use their current anniversary year's credits and then borrow their vacation credits (all of them or any portion of them) from the next year.

Booking Expiring CreditsCredits must be booked within 24 months of the anniversary month in which they were awarded. Suggestions for using expiring credits:• Book a reservation within WorldMark as much as 13 months beyond the expiration date of the expiring credits. Doing this gives you a useful life of 36 months total to book (24 months) and complete (up to 36 months) your travel from the award date of your credits. • Consider Space Banking (depositing) expiring credits with RCI. This will extend your window to book and complete your travel for another two years (24 months) from the date of the actual week deposited.

CancellationsYou may cancel without penalty (loss of credits) when you follow these guidelines:

Reservation made... Cancel no later than... 13 months to 61 days in advance 30 days prior to arrival 60 days to 15 days in advance 10 days prior to arrival 14 days to 48 hours in advance 48 hours prior to arrival 47 hours to 0 hours in advance No cancellations allowed

• Cancellations outside of these guidelines will be penalized with a loss of credits to the extent another owner doesn’t book the space canceled. • Cancellations due to documented emergencies may be reviewed on a case-by-case basis.• Contact Owner Services with specific questions on cancellations.

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WorldMark Waitlist

There may be times when your first choice resort or timeframe is not available. While we encourage you to look at alternative locations and dates, an option that you may consider is the waitlist. WorldMark’s waitlist is very effec-tive for obtaining reservations in hard to get places. An average of 30% of all reservations are eventually canceled, so the waitlist is an opportunity you definitely want to take advantage of! Below are some tips for using the waitlist. Give it a try—it really works!

1. The waitlist is only available for CREDIT reservations.2. The waitlist is not a “confirmation” or guarantee of a reservation; it is simply an opportunity should space become available.3. ALL cancellations go to the waitlist requests first and are released to open inventory 15 minutes later only if no waitlist match was found. 4. Waitlist for a specific time period. Typically this will be for “weeks” following the guidelines for booking credit reservations. You will be asked for the minimum number of nights you might be willing to take. This allows you to get the week if you want, or you might have the option of taking just two or three of the nights (this is called the "only space availabile" provision). 5. If you are just looking for three days in Red Season, you will have to wait till 60 days or less before going on the waitlist. Prior to 60 days, you will receive a phone call or e-mail every time a full week becomes available. 6. WorldMark will contact you by phone or e-mail—the choice is yours!7. Once you’re notified that your waitlist has become available, you will have 24 hours to contact the Vacation Planning Center before the space is released or is offered to the next person on the list. 8. When giving a date range, specify what day of the week you prefer to check in. 9. A waitlist request can be made for any time period up to a 90-day maximum. This allows you to waitlist a given month or the entire summer if you choose. 10. The maximum number of waitlist requests allowed is eight. 11. No waitlist requests are accepted or matched within 15 days of arrival (31 days for exotic resorts).12. At the time of your waitlist request, you may opt to have an exact match automatically confirmed. This way you do not have to act quickly when a phone call or e-mail arrives. 13. “Where am I on the waitlist?” There are three levels of the waitlist and you will only be told what level you are on.

LEVEL 1: Extremely good chance of getting your request. LEVEL 2: An OK, or about 50% possibility, of getting your request. LEVEL 3: Still possible, but you might want to add some alternate locations to the search or broaden your date range.

14. Non-specific requests—date range for two weeks to 90 days—will not be given a level. Chances are good, though not guaranteed, that something will come up at one of your choices or during your date range.

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• To use this chart, fill in the blanks with the number of annual credits you own.

*Credits must be booked within 24 months of the anniversary month in which they were awarded and may be booked up to 13 months beyond their expiration date.

YEAR 1 YEAR 2 YEAR 3

SAVE THEM �0,000 +�0,000=�0,000

BORROW THEM �0,000=�0,000

-�0,000 =0

CREATIVE EXAMPLE �0,000 +�0,000

=�0,000+�0,000

=30,000*

Saving and Borrowing Credits

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Time Frame for Booking or Canceling Reservations

All WorldMark units are available 13 months in advance. The V shape demonstrates how availability decreases as time-to-arrival approaches.

13 MONTHS

60 DAYS

30 DAYS

14 DAYS

10 DAYS

5 DAYS

48 HOURS

ARRIVAL DATE

BLUE/WHITE SEASON:No minimum stay requirement except two nights on weekends

RED SEASON:One week (seven-night) minimum stay required

60 days and under: Red Season reservations can now be booked for less than a week

30 days to arrival: Deadline to cancel reservations booked 60 days to 13 months out

14 days and under: Bonus Time for owner use can be booked

10 days to arrival: Deadline to cancel reservations booked

14-60 days out

Five days and under: Bonus Time for guest use can

be booked

48 hours and under: Restrictions lift on

length of stay requirement and

# of units you can occupy at a time; units

may be rented to the public

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Bonus Time

Bonus Time is a benefit exclusive to Premier Owners. Bonus Time usage does not affect the number of credits in your account and does not incur housekeeping fees. Through Bonus Time, unused units are made available to own-ers on a space-available basis, from one to four days at a time. The guidelines for Bonus Time are:

Reservations• May be made 14 days or less in advance.

Charges• Paid when the reservation is made. The current charge is 4.4 cents per credit—multiply the credit value per day times .044 to calculate your fee. There is a minimum charge of $30 per night.

Limits• Owners are limited to one Bonus Time “weekend only” reservation per calendar quarter for each block of 10,000 credits owned. Owners of 6,000—19,999 credits may have one weekend only reservation per calendar quarter; owners of 20,000—29,999 credits may have two; etc.• Weekends require a two-night stay for all seasons when both Friday and Saturday nights are available.

Note: Any other combination of days that includes a Friday or Saturday night is not considered a “weekend only” reserva-tion. For example, any of the following combination of nights is not considered “weekend only” use: Thu/Fri/Sat, Fri/Sat/Sun, Sat/Sun/Mon, Friday only or Saturday only.

Unlimited Midweek Usage• Owners can book an unlimited number of Sunday-Thursday Bonus Time reservations. However, Bonus Time reservations are limited to one at a time. In other words, you cannot book another Bonus Time reservation until the current reservation has been completed (or used).• If you book four continuous nights (with no break between nights), you can book each of the four nights at a different resort. This is helpful when getting from point A (i.e. Washington) to point B (i.e. California). This is considered one reservation (or "group" booking) rather than four separate reservations.

Note: There is a 48-hour window prior to arrival in which some rules do not apply. For instance, you could be on vacation, call the Vacation Planning Center 48 hours prior to your departure, and book another reservation at the same resort or at an-other resort on your way home. This 48-hour window applies to guidelines on length of stay and number of reserva-tions, whether using credits or Bonus Time.

Making Bonus Time Reservations• 14 days or less prior to your projected arrival date, phone the Vacation Planning Center at 1-800-457-0103 during the following hours: Monday—Friday: 6 a.m. – 9 p.m. (PT) Saturday—Sunday: 6 a.m. – 5 p.m. (PT) Closed for training Tuesdays 2 p.m. – 3:30 p.m. (PT)• Give them an idea of where you want to go and be flexible.• Call 14 days prior to your projected arrival date to maximize the likelihood of successfully securing a reservation. If the space is not available, don’t give up. Call back often, as reservations change all the time.

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• Have your MasterCard, Visa, American Express or Discover card number ready for immediate confirmation. MasterCard or Visa debit cards are also accepted. If you don’t have a card, you can send a check via overnight mail. • Cancellations without penalty for Bonus Time must be made no less than 48 hours prior to your arrival date. (The penalty for canceling under 48 hours will be loss of money for canceled rooms that are not re-booked by other owners.)

*Calculated at current rate of 4.4 cents per daily credit value and quoted in U.S. dollars.

Exotic Bonus TimeExotic Bonus Time is designed to fill unbooked units in resort destinations where Trendwest does not have a sales presence that targets the local drive-to market (currently these are Hawaii, Fiji and Mexico). This gives owners an extended booking window on resorts in those locations. The guidelines for Exotic Bonus Time are:

Bonus Time Rates*

Daily Credit Value

Bonus Time Charge

Daily Credit Value

Bonus Time Charge

Daily Credit Value

Bonus Time Charge

300-675 $30.00 �550 $68.�0 3400 $�4�.60

700 $30.80 �600 $70.40 3450 $�5�.80

750 $33.00 �6�5 $7�.50 3600 $�58.40

775 $34.�0 �700 $74.80 3�00 $�7�.60

800 $35.�0 �750 $77.00 4�00 $�84.80

8�5 $36.30 �800 $7�.�0 5�00 $��8.80

850 $37.40 ��00 $83.60 6�00 $�68.40

875 $38.50 ��50 $85.80 6600 $��0.40

�00 $3�.60 �000 $88.00

��5 $40.70 ��00 $��.40

�50 $4�.80 ��00 $�6.80

�75 $4�.�0 ��75 $�00.�0

�000 $44.00 �400 $�05.60

��00 $48.40 �450 $�07.80

���5 $4�.50 �500 $��0.00

��00 $5�.80 �600 $��4.40

��50 $55.00 �750 $���.00

�300 $57.�0 �875 $��6.50

�375 $60.50 3050 $�34.�0

�400 $6�.60 3�00 $�36.40

�4�5 $6�.70 3��5 $�37.50

�450 $63.80 3�00 $�40.80

�500 $66.00 3300 $�45.�0

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Reservations• 30 days or less in advance. Phone the Vacation Planning Center at 1-800-457-0103.

Since regular Bonus Time rules do not apply, you can...• Book an entire week if space is available• Book more than one unit at a time• Book at more than one location• Book guests 30 days in advance

Cost• Same as regular Bonus Time—4.4 cents per credit with a $30 per night minimum.

Cancellations• Reservations must be canceled within 48 hours of booking.

NOTE: Resorts that are considered “exotic” are subject to change. For example, if Trendwest were to establish a sales site in Hawaii or Mexico, the resorts there might be dropped from this program. However, others might be added as new exotic resorts come into the system. (La Paloma in Rosarito Beach, Mexico, is NOT considered an exotic location, as it falls in the drive-to market for Southern California.)

Inventory SpecialsWhat is an Inventory Special? It’s a lot like Bonus Time, only better since many regular Bonus Time rules do not apply!

Inventory Specials are offered at resorts where WorldMark inventory data indicates a high likelihood that many units will go unoccupied. To help fill those units, WorldMark offers owners the opportunity to book them at Bonus Time rates but instead of just 14 days, these can be booked 30 to 60 days in advance. Where can you find out about Inventory Specials? In your Destinations magazine. Each month selected resorts are offered listed in the Inventory Specials column.

You can also find the Inventory Specials list on the WorldMark Web site: www.worldmarktheclub.com. Click on "Inventory Specials" on the left side of any page. Inventory Specials are reserved on a first-come, first-served basis, based on availability and the following guidelines:

• Inventory Specials are typically offered for mid-week only stays (Sunday–Thursday), but sometimes they include weekends (Friday and Saturday). • Booking window may be 30-60 days or longer, as advertised.• Specials are announced when available for specific resorts during specific months only.• You may book up to a maximum of 30 consecutive nights if available.• You may book more than one unit up to a maximum of 30% of resort units.• You may book units for guest use.• You may have more than one reservation at a time.• All holidays are excluded. • Charge is 4.4 cents per credit value for nights booked with a $30 minimum per night.• Inventory Specials cannot be waitlisted.• Regular credit reservations guidelines apply to cancellations.

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Important Contact Information

WorldMark Reservations and Out of Network Offers Toll-Free: 1-800-457-0103 • Seattle Area: 425-498-1950 • Spanish line: 1-800-859-7898 • Fax: 425-498-1960

VIP Gold (Owners owning more than 20,000 credits): 1-800-859-9654 Hours of Operation:

Mon–Fri: 6 a.m. – 9 p.m.; Sat–Sun: 6 a.m. – 5 p.m. (Pacific Time) Closed Tuesday 2 p.m. – 3:30 p.m.

Owner Services Toll-Free: 1-888-648-7363 • Seattle Area: 425-498-1950 • Fax: 425-498-1970

E-mail: ownersupport@worldmarktheclub.com Hours of Operation:

Mon–Fri: 8 a.m. – 6 p.m. (Pacific Time) Closed Saturday & Sunday

Trendwest Travel

Toll-Free: 1-800-953-5511 • Seattle Area: 425-498-1950 • Fax: 425-498-1958 E-mail: twtravel@wyndhamvo.com

Hours of Operation: Mon–Fri: 8 a.m. – 8 p.m.; Saturday: 9 a.m. – 4 p.m. (Pacific Time)

Closed Sunday

Trendwest Corporate Office

For questions about marketing certificates call Toll-Free: 1-800-722-3487 • Seattle Area: 425-498-2500 • Fax: 425-498-3051

Hours of Operation: Mon–Fri: 7:30 a.m. – 5:30 p.m. (Pacific Time)

Loan Servicing For questions about contracts, maintenance dues or pay by phone

Toll-Free: 1-800-691-7289 • Fax: 425-818-7010 Hours of Operation:

Mon–Fri: 8 a.m. – 5 p.m. (Pacific Time)

Friends First Toll-Free: 1-877-773-7436 • Fax: 1-877-773-7735

E-mail: friendsfirst@worldmarktheclub.com Online: www.worldmarktheclub.com/friendsfirst

RCI RCI Service Line for WorldMark Owners: Toll Free: 1-800-585-4833

Hours of Operation: Mon–Fri: 10 a.m. – 11 p.m.; Sat–Sun 9:30 a.m. – 6 p.m. (Eastern Time)

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Glossary of Terms

CONFIRMATIONS Vacation Confirmation: The document owners receive via U.S. mail whenever they make a WorldMark resort reservation. A reservation confirmation at one of WorldMark’s resorts includes: date of check-in, checkout, number of credits used, vacation credit balance, cancellation date and other pertinent information. A confirmation will also be received whenever using credits for merchandise in the WorldMark retail Web site.

E-booking Confirmation: A vacation confirmation for reservations made via e-booking that will be e-mailed to you rather than mailed to your home.

CREDITS AND TYPES OF WORLDMARK OWNERSHIPSBonus/Matching Credits: One-time-use credits awarded to an owner as an incentive from Trendwest from a vari-ety of sources such as the Friends First program, upgrades, or sales that are good for one year from date entered into owner’s account. FAX Credits: Owner credits that are given up for Adventure Club offerings. FAX credits are available for owners to purchase and are one-time-use credits.Vacation Credits Owned: The total number of vacation credits originally purchased or later upgraded to, that are deposited into your account on an annual basis.Vacation Credits Available: The total number of vacation credits available to use in an owner’s account, whether saved or borrowed. Premier Ownership: Owner owns vacation credits in perpetuity and includes the use of Bonus Time. Standard Ownership: Owner owns vacation credits for 40 years only and does not include the use of Bonus Time.

DEPOSITS Credit Card Imprint: Credit card imprint or cash deposit may be required for miscellaneous room charges at some WorldMark resorts where services may be charged to your room, and at most of the WorldMark associate and affiliate resorts or hotels.

OCCUPANCYMaximum Occupancy Limit: The total number of people, including children, that may occupy a unit. Privacy: The term privacy simply means you have access to a bathroom without having to walk through someone else’s sleeping area. Used at some WorldMark resorts.Private Occupancy Limit: Number of people a unit will occupy allowing for two people per separate sleeping area with private access (privacy) to a bathroom. Typically used by our exchange partner and shown as 4/2, 6/4, 6/6 or other combinations. First number indicates maximum allowed. Second number indicates privacy for that unit.

PUBLICATIONSDaily Vacation Credit Guide: Published annually for WorldMark owners as an update to the WorldMark Resort Directory. The DVCG includes basic resort amenities and features, and credit values for each resort and typically is included as in insert in the February issue of Destinations.Destinations: Monthly magazine (excluding January) published exclusively for WorldMark owners. Contains resort information, construction updates, Trendwest Travel offers, specials, activities and program information, owner feedback, and periodic owner contests.WorldMark Resort Directory: Published exclusively for owners at point of sales. The directory includes informa-tion on how to book reservations, amenities for each resort, and credit values and seasons for each resort.

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TYPES OF RESERVATIONSBonus/Matching Credit: Reservation made using one-time use incentive credits that were awarded to an owner by Trendwest. Bonus Credits are good for one year.Bonus Time: Reservation made 14 days or less in advance that is purchased at the current rate of 4.4 cents per credit with a minimum $30 per night fee.Credit: Any reservation using credits within the WorldMark resort network. Combination: Any reservation using a combination of credits and cash or Bonus Time and credits. Developer Specials: Reservation for inventory offered by Trendwest. Developer inventory, that has not been deeded to WorldMark yet and is made available to owners for booking on a space available basis. These specials are offered at the sole discretion of Trendwest for a short period of time. Typically offered at the minimum equivalent of Bonus Time rates or higher.Exotic Bonus Time: Reservation booked at specified exotic locations outside of normal Bonus Time guidelines. Made 30 days or less in advance. FAX Credit: A reservation completed using the pool of credits created when owners gave up their credits for out-side exchange opportunities. All FAX credits are booked according to normal credit usage guidelines, and are cash transactions and one-time-use credits.Fractional: Reservation made into a fractional unit (Trendwest Residence Club) that are sometimes available for owners to book through WorldMark. Grouped: Reservation made at more than one WorldMark resort. This type of reservation is made using credits to fulfill the seven-night required stay in Red Season, allowing you to book, for example, three nights at one resort and four nights at another resort or other combination of seven nights. A grouped reservation may also be made using Bonus Time for a maximum of four consecutive nights.Inventory Special: Specials offered by WorldMark at Bonus Time rates on a space available basis at select resorts where vacancy rates are high in an effort to fill these otherwise unused condominiums. Reservations can be made 30-60 days in advance or as advertised.One-Time-Use Credits: Credits awarded to an owner that were obtained from a variety of sources—for example, trade credits issued in exchange for an authorized traditional timeshare week or a week in a fractional Residence Club unit. Also includes credits given in return for referrals or sales.Only Space Available (OSA): Reservations made when no other inventory in the size unit you are requesting is available. Used most often to book Red Season further than 60 days in advance when the required one-week stay is not available, or booking a single Friday or Saturday night when both nights are not available to meet the “weekend only” rule. OSA requires you to book ALL of the nights that are available. Trade Credit: Reservation made using one-time-use credits that can be used in conjunction with vacation credits or alone for vacations and are good for one year from the actual date of the week banked.TOT: Transient Occupancy Tax collected at the time a reservation is booked for some resort stays as state, and local municipality laws require.

UNIT DESCRIPTIONSCompact: Size or configuration of unit designed for lower occupancy (i.e., two-bedroom unit sleeps four, or one-bedroom units sleeps two). Units may have washer and dryer, common laundry facilities or no laundry. Chalet/Cabin/Cottage: These units are typically stand-alone individual buildings. Hotel: Typically located in urban areas, these units are smaller than WorldMark condominiums. Room configura-tions resemble hotel rooms with small seating areas. Unit amenities may be limited, with no washer/dryers. Studio: Studios have limited cooking facilities, with small or no dining area. Some offer washer and dryer in unit, common laundry facilities or no laundry. Suite: Suites are similar to a studio and generally offer limited or no dining area. These units may or may not offer higher occupancy, have washer and dryer in unit, common laundry facilities or no laundry.

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Deluxe: Deluxe units indicate “something special.” The unit may be larger than a typical WorldMark unit, may have a better location within the resort or may have additional amenities. Does not provide for higher occupancy. Plus: Extra sleeping area provides for higher occupancy. Unit may have an extra sleeping area or two beds may be provided within the same room. Penthouse: Spacious units that are enhanced with special amenities such as china, crystal and silver. Most have ei-ther an indoor or outdoor spa. Some penthouses have a lower occupancy limits than typical WorldMark units with the same number of bedrooms. Penthouse units may also be located on any floor including the ground level.Presidential Penthouse: Extra spacious units enhanced with luxury amenities, including granite countertops, wide-open spaces, slate entries.Full Kitchen: Includes normal refrigerator, sink, stove with oven, blender, microwave, dishwasher, coffee maker, and toaster. Cooking utensils and dishware provided for occupancy of the particular size unit reserved. Mini Kitchen: Includes same basic appliances as a full kitchen, but may be smaller than standard. Rather than a stove unit may only provide a two-burner cook top with no oven and/or a microwave only, or may not have a dishwasher. Partial or Kitchenette: Unit may have small refrigerator, microwave, coffee maker, dishware and/or disposable dishware. May or may not feature sink.No Kitchen: No cooking facility, but may have coffee maker and/or microwave only. Special Needs: Units equipped for guests with special needs are indicated by the presence of international acces-sibility symbol in the resort directory and Daily Credit Value Guide. These units may not be fully compliant with ADA standards but are usually wheelchair accessible. In the future, we will be adding additional icons and defini-tions to describe more accurately what we have always simply referred to as “special needs” units.For in-depth accessibility information on a per resort basis, visit www.worldmarktheclub.com/specialneeds. ADA Compliance Kits: At all WorldMark-managed properties, ADA compliance kits are available to owners upon request at the front desk of the resort. The kit includes an Access 3 alarm clock, bed shaker, visual smoke detector, door knock signaler and telephone amplifier.

WEB SERVICESE-booking: WorldMark reservations made online at www.worldmarktheclub.com Owner must be registered and sign in to be able to use this function.

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WorldMark Vacant Night Grid

January—June 2006 Vacant Night Report (WorldMark North America Resorts)

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEKEND shows how many nights out of the monthly total were actual vacant weekend nights.

RESORT JAN WeekEnd

FEB WeekEnd

MAR WeekEnd

APR WeekEnd

MAY WeekEnd

JUNE WeekEnd

JULY

Cascade Lodge 30 6 16 4 17 5 99 1 376 6 88 4 16Whistler Sundance 16 1 21 4 25 6 64 1 328 22 114 5 12The Canadian 173 1 83 1 77 6 55 13 19 4 31 8 12Victoria 1,846 388 1,190 235 855 223 393 42 338 12 18 7 5Birch Bay 1,397 60 1,020 51 471 10 401 23 667 4 157 9 23Discovery Bay 314 1 118 1 85 13 16 4 18 2 1 1 15Seattlle at the Camlin 284 9 179 5 44 2 20 4 97 5 7 2 17Ocean Shores 111 0 42 4 13 3 8 3 8 0 6 1 7Long Beach 184 0 39 2 18 0 13 1 26 3 12 3 2Lake Chelan 114 0 45 0 2 0 11 1 0 0 3 2 4Leavenworth 209 2 383 6 517 1 282 0 343 5 6 0 30

Seaside 2,486 15 1,524 17 776 9 319 13 800 14 51 16 64Gleneden 54 4 16 9 16 3 11 2 9 1 22 5 6Depoe Bay 25 5 12 3 31 8 25 9 17 3 23 4 15Schooner Landing 5 0 3 0 0 0 3 1 5 3 3 1 1Eagle Crest 742 6 523 5 514 6 342 5 471 0 22 10 16Klamath Falls 1,683 259 1,385 195 1,130 184 455 26 805 80 148 27 5

San Francisco 549 21 373 6 318 13 134 9 235 11 129 20 27Monterey Bay 8 2 7 2 3 0 3 1 3 2 1 1 0Windsor 3,997 590 2,578 193 1,988 51 581 20 1,161 17 185 10 17Clear Lake 1,615 188 1,017 33 1,063 26 423 3 772 7 78 5 14Reno 421 6 196 0 251 7 20 1 94 0 23 2 16Tahoe 69 8 21 6 70 5 144 5 342 0 29 4 15Southshore 81 8 23 2 107 3 34 4 168 0 8 2 6Angels Camp 3,484 276 2,500 134 3,027 42 1,450 35 2,469 42 804 22 47Bass Lake 658 12 507 11 358 15 68 1 26 4 24 6 4

Pismo Beach 10 0 4 0 4 0 2 0 4 0 4 0 1Solvang 683 19 96 5 83 5 27 4 54 8 19 3 48Dolphin's Cove 50 16 32 9 27 8 28 11 14 2 10 2 7Oceanside Harbor 302 33 81 12 165 57 56 16 116 18 33 8 21San Diego 0 0 0 0 0 0 0 0 0 0 103 25 51Rosarito 20 4 9 0 17 5 9 2 26 0 3 0 5Las Vegas 2,097 25 1,176 38 171 7 105 25 224 16 111 25 101Las Vegas Spencer St. 347 2 144 4 14 3 9 3 47 4 18 6 7Big Bear 479 5 468 9 736 15 257 6 1,084 9 339 8 148Palm Springs 25 7 9 1 23 6 39 10 14 1 33 7 26Indio 0 0 0 0 0 0 0 0 0 0 0 0 485

Cabo 147 45 65 25 77 24 159 67 271 80 336 113 164Kauai 42 9 26 10 35 10 83 14 48 10 47 15 42Maui-Valley Isle 6 1 5 0 8 4 17 5 9 1 24 5 6Maui-Kihei 56 15 111 32 66 15 215 50 171 24 91 21 145Kona 23 5 23 6 30 2 87 18 30 6 37 8 24Fiji 753 158 649 134 654 128 201 40 355 52 128 29 68

Couer d' Alene 510 51 354 6 209 3 135 8 108 3 4 2 3McCall 8 0 5 1 6 0 73 1 82 0 3 0 9Bear Lake 149 6 216 0 138 1 137 2 212 1 3 0 59WolfCreek 518 5 474 7 621 7 647 26 561 1 22 3 18Midway 0 0 0 0 0 0 0 0 0 0 0 0 0St. George 250 1 95 13 36 10 55 11 7 0 19 7 61Bison Ranch 1,096 269 940 239 730 193 759 227 849 176 404 118 175Pinetop 1,258 269 1,043 184 918 168 889 225 925 175 135 18 15Vistoso 626 151 10 5 6 1 43 2 1,036 148 1,332 325 1,131Estes Park 517 72 400 44 208 30 440 27 443 26 63 5 105Steamboat Springs 58 7 23 4 11 2 518 80 567 103 54 6 1Grand Lake 1,668 409 1,429 381 1,383 320 1,329 254 1,243 236 656 115 428Lake of the Ozarks 1,789 423 1,520 355 1,394 298 1,302 310 1,224 214 233 42 68Branson 2,220 554 1,774 459 1,034 228 759 177 537 98 59 21 23Galena 1,220 222 1,008 159 1,158 235 1,201 270 1,148 200 873 242 723New Orleans 0 0 0 0 0 0 0 0 0 0 0 0 0Orlando 42 3 49 13 34 8 8 4 30 14 27 7 10Ocean Walk 280 50 99 25 32 4 31 3 30 4 15 4 6

Total US Resorts 37,804 4,704 26,158 3,109 21,804 2,438 14,994 2,126 21,066 1,877 7,231 1,367 4,580

�6

January—June 2006 Vacant Night Report (South Pacific Resorts)

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEKEND shows how many nights out of the monthly total were actual vacant weekend nights.

RESORT JAN WeekEnd

FEB WeekEnd

MAR WeekEnd

APR WeekEnd

MAY WeekEnd

JUNE WeekEnd

JULY

Ballarat 241 36 705 151 509 78 392 79 556 79 546 126 658Denarau Island 121 20 336 52 272 54 86 18 54 14 54 16 23Edgewater Palms 0 0 0 0 0 0 0 0 0 0 0 0 0Flynn's Beach 52 5 503 107 663 109 151 24 712 115 850 230 535Golden Beach 18 0 285 3 278 4 57 4 193 1 240 8 224Coffs Harbour 5 0 6 2 8 2 0 0 17 2 20 5 5Kirra Beach 37 7 367 6 481 8 85 4 309 7 351 12 435Lakes Entrance 23 4 22 6 26 5 29 5 161 31 91 16 76Pokolbin Hill 41 0 152 0 205 0 72 0 289 5 141 1 63Port Macquarie 3 0 85 15 126 35 21 2 119 32 158 45 100Port Stephens 3 0 9 2 7 0 2 1 81 2 27 1 3Rotorua 30 8 20 2 13 1 37 10 78 3 156 28 115Seven Mile Beach 81 13 159 30 53 6 42 7 197 42 133 34 114Swell Burleigh Heads 0 0 0 0 0 0 0 0 0 0 0 0 0Sydney 68 3 94 9 142 7 193 16 309 34 171 9 194Trinity Links 43 9 60 14 151 36 60 17 46 14 29 10 14

Total SP Resorts 766 105 2,803 399 2,934 345 1,227 187 3,121 381 2,967 541 2,559

Total ALL Resorts 38,570 4,809 28,961 3,508 24,738 2,783 16,221 2,313 24,187 2,258 10,198 1,908 7,139

updated 12/27/05

�7

WorldMark Vacant Night Grid

July—December 2006 Vacant Night Report (WorldMark North America Resorts)

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEKEND shows how many nights out of the monthly total were actual vacant weekend nights.

RESORT

Cascade LodgeWhistler SundanceThe CanadianVictoriaBirch BayDiscovery BaySeattlle at the CamlinOcean ShoresLong BeachLake ChelanLeavenworth

SeasideGlenedenDepoe BaySchooner LandingEagle CrestKlamath Falls

San FranciscoMonterey BayWindsorClear LakeRenoTahoeSouthshoreAngels CampBass Lake

Pismo BeachSolvangDolphin's CoveOceanside HarborSan DiegoRosaritoLas VegasLas Vegas Spencer St.Big BearPalm SpringsIndio

CaboKauaiMaui-Valley IsleMaui-KiheiKonaFiji

Couer d' AleneMcCallBear LakeWolfCreekMidwaySt. GeorgeBison RanchPinetopVistosoEstes ParkSteamboat SpringsGrand LakeLake of the OzarksBransonGalenaNew OrleansOrlandoOcean Walk

Total US Resorts

WeekEnd

AUG WeekEnd

SEPT WeekEnd

OCT WeekEnd

NOV WeekEnd

DEC WeekEnd

TOTAL WeekendTotal

4 16 4 55 2 283 1 208 9 53 8 1,257 543 2 0 113 4 361 1 258 9 36 3 1,350 594 16 5 15 3 23 2 69 4 109 7 682 581 25 4 37 12 325 5 637 45 1,003 236 6,672 1,2106 25 6 35 3 592 3 785 4 794 25 6,367 2044 5 2 11 4 12 5 48 2 209 21 852 603 17 4 5 1 27 3 31 5 18 7 746 502 4 0 2 0 5 2 22 0 58 8 286 231 0 0 9 2 28 6 47 2 54 5 432 251 0 0 6 4 0 0 67 1 77 0 329 95 6 0 23 0 20 3 122 2 19 10 1,960 34

19 76 22 77 21 221 2 964 6 1,400 204 8,758 3582 12 2 23 9 17 2 22 0 80 33 288 726 94 23 36 7 77 3 49 8 71 19 475 981 2 0 0 0 0 0 5 0 1 1 28 75 5 4 10 6 185 0 838 6 410 8 4,078 612 16 4 66 5 557 8 881 4 1,156 269 8,287 1,063

6 35 7 70 12 44 1 160 5 226 10 2,300 1210 5 0 13 4 7 1 5 2 14 2 69 176 118 0 334 7 616 7 1,639 7 2,210 324 15,424 1,2323 22 6 267 4 544 1 903 0 940 160 7,658 4366 17 4 15 2 125 0 197 0 203 6 1,578 342 17 3 36 6 257 4 445 0 176 3 1,621 462 11 0 25 5 55 2 130 0 61 5 709 337 366 8 1,686 20 2,318 48 2,579 28 2,619 505 23,349 1,1670 1 0 49 14 156 3 388 0 392 31 2,631 97

0 3 1 5 1 6 1 5 0 12 1 60 49 72 10 102 32 280 11 230 0 328 6 2,022 1123 18 8 64 21 2 0 23 7 44 15 319 1022 34 10 31 6 26 3 35 7 80 21 980 1935 163 41 121 16 99 11 182 13 346 26 1,065 1371 4 0 10 1 61 7 63 5 66 4 293 2925 119 16 173 30 150 9 590 11 920 42 5,937 2694 5 0 12 3 20 0 88 2 123 2 834 33

43 118 27 931 11 1,127 5 745 4 342 3 6,774 1456 52 9 141 9 212 3 81 3 114 5 769 67

97 507 41 281 28 1,810 40 1,564 37 2,232 432 6,879 675

61 329 82 930 304 502 147 251 60 391 141 3,622 1,14911 54 10 50 14 73 18 34 4 39 18 573 1431 11 0 8 2 7 1 3 1 8 3 112 24

36 89 7 187 33 65 7 103 22 121 30 1,420 2929 43 5 36 4 63 6 39 12 63 8 498 89

17 62 19 49 10 110 26 237 25 496 135 3,762 773

2 14 3 24 8 110 7 268 11 247 1,986 1040 4 0 13 4 5 0 41 0 12 4 261 109 188 29 579 11 960 36 985 49 975 214 4,601 3584 39 9 196 3 334 7 357 2 363 4 4,150 780 0 0 230 45 241 39 162 16 172 16 805 116

21 115 20 64 12 111 4 579 5 1,468 309 2,860 41318 338 56 697 180 803 168 761 138 773 229 8,325 2,0111 195 7 441 30 761 95 802 51 862 224 8,244 1,447

273 1,494 267 1,421 335 836 79 479 33 854 216 9,268 1,83540 166 21 206 6 479 15 890 65 989 253 4,906 6040 15 0 128 3 306 10 289 4 121 32 2,091 251

59 914 166 1,069 277 1,195 230 1,549 365 1,623 502 14,486 3,3146 375 5 651 104 835 115 1,200 133 1,716 513 12,307 2,5182 361 47 86 8 132 17 179 5 859 174 8,023 1,790

153 714 94 804 151 732 53 1,055 164 901 221 11,537 2,1640 0 0 0 0 0 0 0 0 0 0 0 02 64 3 72 8 33 1 26 2 35 5 430 702 57 5 116 23 89 4 106 8 133 36 994 168

1,023 7,649 1,126 12,946 1,890 19,430 1,288 25,500 1,413 30,217 5,754 229,379 28,115

�8

July—December 2006 Vacant Night Report (WorldMark South Pacific Resorts)

• Numbers listed under each MONTH are total units vacant for that particular month.• The column next to month marked WEEKEND shows how many nights out of the monthly total were actual vacant weekend nights.

RESORT

BallaratDenarau IslandEdgewater PalmsFlynn's BeachGolden BeachCoffs HarbourKirra BeachLakes EntrancePokolbin HillPort MacquariePort StephensRotoruaSeven Mile BeachSwell Burleigh HeadsSydneyTrinity Links

Total SP Resorts

Total ALL Resorts

updated 12/27/05

WeekEnd

AUG WeekEnd

SEPT WeekEnd

OCT WeekEnd

NOV WeekEnd

DEC WeekEnd

TOTAL WeekendTotal

131 777 116 499 109 553 105 456 49 400 94 6,292 1,1534 29 12 45 18 30 7 158 43 170 38 1,378 2960 0 0 0 0 0 0 51 15 44 12 95 27

155 870 192 623 210 276 46 556 103 45 20 5,836 1,3167 260 6 95 4 49 0 57 8 14 5 1,770 502 5 0 12 2 18 5 12 3 4 2 112 25

27 654 63 209 13 87 0 67 4 67 18 3,149 16915 179 37 106 27 92 13 56 9 47 10 908 1783 118 2 144 3 94 0 45 3 44 2 1,408 19

33 81 17 115 38 30 7 50 22 12 0 900 2460 18 4 27 47 7 1 14 3 4 1 202 62

12 115 6 89 16 40 5 67 13 56 9 816 11326 158 29 112 24 86 15 108 18 66 15 1,309 2590 0 0 0 0 0 0 28 5 93 22 121 275 124 7 112 10 212 41 175 8 176 27 1,970 1765 21 5 19 1 34 8 33 9 61 25 571 153

425 3,409 496 2,207 522 1,608 253 1,933 315 1,303 300 26,837 4,269

1,448 11,058 1,622 15,153 2,412 21,038 1,541 27,433 1,728 31,520 6,054 256,216 32,384

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WorldMark Unit Breakdown

WorldMarkTotal

TrendwestTotal

ResortTotal

Studio

1

Bedroom

2

Bedroom

2

Bdrm

Penthouse

3

Bedroom

3

Bdrm

Penthouse

4

Bdrm

Penthouse

Special Needs (these units are included in room size totals to the

left)

Angels Camp 1998 199 1 200 0 68 111 3 14 4 0 4-1BD, 2-2BDArrow Point 2000 39 2 100 0 0 22 0 17 2 0 NoneBass Lake 1996 61 0 62 0 0 61 0 0 0 0 2-2BD (North Shore)Bear Lake 1999 66 1 144 0 24 31 0 8 4 0 6-2BDBig Bear 1996 115 4 120 8 40 68 0 4 0 0 1-1BD, 2-2BDBirch Bay 1990 103 1 104 6 26 60 0 8 4 0 2-1BD, 3-2BD, 1-3PHBison Ranch 2000 41 1 45 0 1 41 0 0 0 0 1-2BDBranson 2000 80 1 81 0 15 48 8 6 4 0 2-1BD, 2-2BD, 1-2PH, 1-3PHCascade Lodge 1997 42 0 162 0 42 0 0 0 0 0 5-1BDClear Lake 1997 87 1 88 6 32 43 2 5 0 0 1-STU, 1-1BD, 1-2BD, 1-3BDCoral Baja 1994 136 0 143 15 75 40 3 3 0 0 1-1BD, 2-2BDDenarau Island 1999 66 0 138 0 23 35 0 8 0 0 1-1BD, 1-2BDDepoe Bay 1998 111 3 171 0 0 96 0 18 0 0 6-2BD, 2-3BDDiscovery Bay 1991 50 1 52 0 0 51 0 0 0 0 6-2BD Dolphins Cove* 2004 35 0 136 0 25 8 0 2 0 0 Not assigned contact resortEagle Crest 1989 112 0 596 0 41 50 2 14 5 0 2-1BD, 1-2BDEstes Park 2004 62 0 64 12 5 33 0 12 2 0 4-2BD, 1-3BD, 1-3BDPRESPHGalena 2003 55 0 69 27 21 7 0 0 0 0 3 - 1BDGleneden 1995 79 1 80 0 35 41 0 4 0 0 1-1BD, 2-2BD, 1-3BDGrand Lake 2003 63 0 63 7 16 24 0 16 0 0 2-3BD

Indio 2006 217 12 229 2 65 136 0 21 2 3 2-1BD, 3-2BD, 3-3BD, 1-3BDPRESPH, 1-4BDPRESPH

Kapaa Shore 1991 49 0 81 0 32 17 0 0 0 0 NoneKihei 2001 199 1 200 20 60 100 0 20 0 0 6-1BD, 8-2BD, 2-3BDKona 1997 64 0 64 0 20 44 0 0 0 0 2-1BD, 2-2BD La Paloma 2000 37 0 353 0 0 37 0 0 0 0 1-2BDLake Chelan 1990 13 0 132 0 5 8 0 0 0 0 1-1BD, 1-2BDLake of Ozarks 2000 69 3 72 0 20 28 0 12 6 6 2-1BD, 2-2BD, 1-3BD, 1-3PHLas Vegas 2002 396 6 402 22 114 214 12 32 8 0 2-STU, 4-1BD, 4-2B, 1-2PH, 1-3BLV - Spencer St 1997 42 0 42 0 22 20 0 0 0 0 1-1BDMarina Dunes 1999 33 0 93 0 0 33 0 0 0 0 2-2BDMariner Village 1990 32 0 32 0 8 24 0 0 0 0 1-1BD, 1-2BDMcCall 2001 20 0 20 0 0 20 0 0 0 0 2-2BDMidway 2006 34 2 40 0 0 36 0 0 0 0 2-2BDNew Orleans 2004 63 0 275 41 22 0 0 0 0 0Oceanside 2001 137 3 140 8 40 72 0 12 8 0 4-2BD, 1-3BD, 2-3PHOcean Walk, Daytona, FL 2004 28 0 711 0 4 14 2 8 0 0 4-2BDOrlando 2003 55 0 72 0 12 41 0 2 0 0 2-1BD, 6-2BDPalm Springs 1995 63 1 64 10 13 35 0 6 0 0 1-1BD, 1-2BDPark Village 1992 70 2 92 0 0 72 0 0 0 0 4-2BD Pinetop 1999 60 1 61 5 20 32 0 4 0 0 1-STU, 1-2BD, 1-3BDPismo Beach 1993 20 0 20 0 20 0 0 0 0 0 1-1BD

Rancho Vistoso 1999 109 2 111 11 28 56 0 10 6 0 1-STU, 1-1BD, 3-2BD, 1-3BD, 1-PH

Reno 2000 63 1 64 0 24 40 0 0 0 0 1-1BD, 1-2BDRunning Y 1996 94 1 177 0 37 45 1 7 5 0 3-2BD San Diego 2006 66 1 67 48 19 0 0 0 0 0 4-STUSan Francisco 2004 87 1 88 40 48 0 0 0 0 0 4-STU, 1-1BD*Schooner L. 1997 13 0 42 0 5 9 0 0 0 0 NoneSeaside 2003 237 1 283 14 51 113 0 53 7 0 1-STU, 2-1BD, 1-3BD, 1-3BPHSeattle at The Camlin 2004 93 2 95 32 58 2 3 0 0 0 4-1BD, 1-2PHSolvang 2005 72 4 76 9 13 43 3 6 2 0 1-STU, 2-2BD, 1-3BDSouth Shore 2002 50 1 110 0 6 30 0 15 0 0 3-2B, 3-3BSt. George 2000 99 6 105 0 24 57 2 16 6 0 2-1BD, 2-2BD, 2-3BD, 1-3PHSteamboat 2000 34 1 66 0 20 14 0 1 0 0 1-1BD, 1-2BD Sundance 1992 25 0 43 0 10 9 0 6 0 0 NoneSurfside 1991 25 0 48 0 20 5 0 0 0 0 NoneTahoe I, II, III 1991 50 0 51 0 23 21 0 6 0 0 NoneThe Canadian 1999 42 1 212 0 21 22 0 0 0 0 1-1BD, 1-2BD Valley Isle 1989 14 0 120 2 6 6 0 0 0 0 NoneVictoria 2003 91 1 92 0 0 75 16 1 0 0 2-2B, 1-3B, 1-2BDPHWindsor 2003 226 2 228 8 46 136 0 26 12 0 1-1BD, 6-2BD, 2-3BD, 1-3BDPH

**Wolf Creek 1998 71 2 80 4 27 36 0 9 0 0 1-STU, 3-1BD, 2-2BD

4,864 75 7,971 357 1,452 2,572 57 412 87 9

7.34% 29.85% 52.88% 1.17% 8.47% 1.79% 0.19%

purchased of 1, 2 or 3 bedroom units

intervals purchased up to 9 units

Future Resorts AdditionsExpected #

of UnitsOpenDate*

Indio 41 Units Jun-07McCall 36 Units Feb-07Galena 8 Units Feb-07

Canmore 109 Units Mar-07Red River 21 Units Jul-07

Cypress Point (Las Vegas) 208 Units Aug-07Oakwood (San Diego) 167 Units Dec-07

West Yellowstone 112 Units Dec-07Anaheim 247 Units 2008

*All future dates are approximate

based on weekly intervals

** unit equivalent based on weekly

TOTALS

As a % of the units in the reservation *unit equivalent in various sizes

Resort First year in system

Unit Breakdown

�0

These WorldMark, The Club Guidelines amended and restated as of January 1, 2007, are the official Club operating Rules. They have been established for the benefit of all Owners of WorldMark, The Club (Club) Vacation Credits, pursuant to and subject to the WorldMark Vacation Ownership Program (Program) as described and established in the Declaration and Bylaws of the Club. If there is any conflict between the Declaration or Bylaws, and the Guidelines; the Declaration, the Bylaws and then the Guidelines shall control, in that order.

SECTION A — DEFINITIONS

1. Owner, WorldMark Owner, Club Owner or Owner of Record shall mean any person who has signed a Vacation Owner Agreement for the purchase of WorldMark, The Club Vacation Credits. An Owner’s level of ownership and usage rights in The Club is determined by the number of vacation credits purchased. Being a family member of an Owner, or living in the same resi-dence as an Owner, does not result in any Owner rights, and any usage by such persons shall be done under the Guest Guidelines. An Owner does not have any ownership and usage rights in WorldMark South Pacific except for usage rights in accordance with the Reciprocal Exchange Agreement (REA) between WorldMark, The Club and WorldMark South Pacific, or in accordance with The Exchange Network (“TEN”) agreement between WorldMark, The Club and Wyndham Resort Development Corporation. All other terms in these Guidelines shall have the same meaning as set forth in the Declaration, unless the context otherwise requires. In the event of variations in Guidelines, reservations booked under the REA or TEN will be governed by the Guidelines of the Host Owner’s Club.

2. Guest is any person who is not an Owner and who is allowed overnight use of Club Property through the rights of an Owner, as may be allowed under the Club Guest Guidelines.

3. Daily Vacation Credit Values is a separate printed document constituting part of these Guidelines. This document is the schedule of how many Vacation Credits are required for staying in each Club Unit on a daily, weekly, and seasonal basis, and a schedule of the seasons assigned to each Unit. Red is for the high-demand period, White is for the mid-demand period and Blue is for the low-demand period.

4. Premier Vacation Credits are Vacation Credits that have a perpetual life and that include the use of Bonus Time. The usage value of these Vacation Credits renews annually on the first day of the anniversary month of their purchase. These Vacation Credits are transferable, subject to the terms of the Vacation Owner Agreement.

5. Standard Vacation Credits are Vacation Credits that have a 40-year life and that do not include the use of Bonus Time. The usage value of these Vacation Credits renews annually on the first day of the anniversary month of their purchase. These Vacation Credits are transferable, subject to the terms of the Vacation Owner Agreement.

6. Weekend Only Reservation is a two-night, Friday and Saturday night reservation. Any other combination of nights shall not be considered a Weekend Only reservation.

7. Vacation Credits Owned are the total number of Vacation Credits purchased, which are renewed annually.

8. Vacation Credits Available are the total number of Vacation Credits available for use in an Owner’s account, whether saved or borrowed. All other terms in these Guidelines shall have the same meaning as set forth in the Declaration, unless the context otherwise requires.

9. Assigned Vacation Credits are a one-time assignment by gift, rental or otherwise of Vacation Credit use rights by the Owner of Record to another Owner, and do not constitute a transfer of ownership. Assigned Credits are not allowed to be used for Commercial Use. Reserved accommodations will be cancelled if a pattern of rental activity using Assigned Credits is discovered.

10. Grouped Reservations consist of two or more consecutive reservations (segments), at least one of which is in Red Season, that are linked together so that the grouped segments comply with the seven-night minimum stay requirement for a Red Season reservation. The individual segments can be at a single, or at multiple resorts. Additional segments can continue to be added to a Grouped Reservation until the total of all segments exceeds 14 nights, at which point no more segments can be added to the Grouped Reservation. Any further nights need to be booked as a separate reservation in compliance with the Guidelines.

11. Commercial Use is the renting of Vacation Credits and/or a Unit Reservation.

WorldMark Club Guidelines

��

SECTION B — TYPES OF RESERVATIONS

1. Vacation Credit Reservations. Owners have the right to reserve time for occupancy in Club Units and under the terms of the REA or TEN to the extent allowed by the use of an Owner’s Vacation Credits, subject to these Guidelines and the availability of Units.

2. Bonus Time Reservations. Owners of Premier Vacation Credits have the right to reserve time for occupancy in the Club Units, subject to these Guidelines and the availability of Units by prepayment of the Bonus Time use fee. Club owners do not have any rights to reserve Bonus Time under the REA or TEN.

SECTION C — RESERVATIONS

1. Reservation Booking Order. Requests for reservations will be honored on a first-come, first-served basis by calling 1.800.457.0103 during regular Club business hours, which are currently Monday through Friday, 6:00 a.m. to 9:00 p.m., Saturday and Sunday, 6:00 a.m. to 5:00 p.m., or by fax to 425.498.3676. Reservations may also be made on-line daily between the hours of 6:00 a.m. and 11:00 p.m. All hours stated are PST/PDT.

2. Reservation Booking Method. It is recommended that all reservations be booked on-line or by telephone. Reservation requests by letter, fax, or e-mail will be accepted, but the Club will not be responsible for lost documents or timeliness of bookings.

3. Qualification for Making a Reservation. Reservations may be made only by an Owner of Record, and only by using one’s own Vacation Credit account. The Club will not be responsible for conflicting reservations and cancellations of co-owners of Vacation Credits. If such conflict occurs, the Club reserves the right to suspend any usage of the Owner account until the Owners have resolved their conflict in writing to the Club, signed by both Owners.

4. Qualification for Using a Club Unit. Only the Owners and Guests of Owners can use a Club Unit. No one under the age of 18 will be allowed to use a Club Unit without parental supervision.

5. Time Frame for Making a Reservation. Vacation Credit reservations may be made up to 13 months before the first day of the reserved period, and may extend beyond 13 months if the stay is continuous and uninterrupted. Vacation Credit reserva-tions under the REA or TEN may be made up to 11 months before the first day of the reserved period, and may extend beyond 11 months if the stay is continuous and uninterrupted. Bonus Time reservations may be made up to 14 days before the first day of the reservation period. When a Bonus Time reservation is for a Guest to occupy the Unit without the presence of the Owner for any days of the reserved period, then the reservation must not be made until five (5) days before the first day of the reserved period.

6. Unit Assignment. Units are assigned based on the time of reservation, not on the time of check-in. Assignments are determined by the computer system so that stay opportunities for all Owners are maximized. At some Resorts, Units with special features, such as views, may be ranked in the computer so that earlier reservations have priority of assignment. Any priority of assignment that might be given for special features is based on the time of the reservation, not on the time of check-in. Special requests can be accepted with medical documentation.

7. Last 48 Hour Exemptions. To provide Owners with maximum opportunity for usage and to minimize vacancies, any Club Units that have not been reserved at least 48 hours (two days) before use shall be open for reservations which will be exempt from the following Guidelines:

Section C, No. 8: Length of Stay RequirementsSection C, No. 10: Number of Vacation Credit ReservationsSection C, No. 11: Number of Bonus Time Reservations

8. Length of Stay Requirements.

(1) There is a minimum seven-consecutive night stay, which may be split between two or more Resorts, defined as a Grouped Reservation, required during Red Season for any reservation booked more than 60 days before use. Unless otherwise required, there is no minimum number of nights in each reservation segment.

(2) A seven-night minimum stay that has been split between resorts will result in additional housekeeping fees at subsequent resorts.

(3) Cancellation of a single segment of a Grouped Reservation will result in the cancellation of the entire reservation.

(4) There is a two-night minimum stay required on Weekend Only reservations when both Friday and Saturday night are available.

��

(5) There is a four-night maximum stay for each Bonus Time reservation, though a Bonus Time reservation may be combined with a Vacation Credit reservation, providing all Guidelines for making a Bonus Time reservation are met.

Exception to the Red Season Length of Stay Requirement. In the event that seven-consecutive nights are not available in the unit size requested, a reservation may be made for all the remaining nights in the respective unit size more than 60 days in advance of the use date, provided that all the available nights are booked.

9. Borrowing Vacation Credits. An Owner may, in their current anniversary year, use Vacation Credits from their following anniversary year.

10. Number of Vacation Credit Reservations. An Owner may have and use as many Vacation Credit reservations as may be pos-sible with the number of Vacation Credits the Owner has available; provided that an Owner may have only one Weekend Only reservation at a time for each block of 5,000 Vacation Credits Owned.

11. Number of Bonus Time Reservations. An Owner may use as many Bonus Time reservations as possible within the following limitations. An Owner may have only one Bonus Time reservation until the reservation has been completed. If the Bonus Time vacation plan is to stay at more than one Club Resort, then the Owner may make the number of reservations needed, provided the combination of these reservations is for consecutive nights, and that the Bonus Time does not exceed four (4) nights. An Owner with 6,000 through 19,000 Vacation Credits may use only one Weekend Only Bonus Time reservation each calendar quarter. Owners with 20,000 through 29,000 Vacation Credits shall be entitled to two (2) Weekend Only reservations. One Weekend Only Bonus Time reservation shall be added for each additional block of 10,000 Vacation Credits owned by an Owner.

12. Guest Use. Any non-owner use, whether by rental or gift, is considered Guest usage by the definition given above in Section A.2. The Owner making the reservation is responsible for Guest behavior, charges resulting from Guest usage and Guest com-pliance with all applicable Club Guidelines and Restrictions. The Owner does not have to be present during Guest usage of Vacation Credits. However, the Owner does have to be present during the Guest usage of Bonus Time, unless the reservation is made no earlier than five (5) days before the first day of the reserved period. An Owner may charge a Guest for use of Vacation Credits in whatever amount the Owner chooses, but may charge Guests for Bonus Time usage in only the actual cost of Bonus Time. Owners shall not charge any fee in cases where rental is prohibited by local law or restriction, or in cases that the Club Board determines are not in the best interest of the Club.

13. Day Use Prohibited. Only those persons who are occupying Units may use Resort facilities, except that occupants may have daytime Guests within the occupancy limit allowed for the occupant’s Unit.

14. Bonus Time Fee. Use of Bonus Time shall be subject to the prepayment of a Bonus Time fee instead of any Vacation Credit or housekeeping charge. The amount of the fee shall be determined by the Club Board, and is currently .042 cents per Vacation Credit that would be required under a Vacation Credit reservation, with a minimum of $30.00 USD for each night reserved.

15. Annual Housekeeping Fee. As provided in the Owner’s Vacation Owner Agreement, the Owner’s Vacation Credit use will be allowed one free housekeeping service each anniversary year for each block of 10,000 Vacation Credits owned. The free house-keeping service will occur at the end of the first continuous Vacation Credit stay at one resort.

16. Additional Housekeeping Fees. Further Vacation Credit use in the same anniversary year, or any use of Assigned Vacation Credits, shall be subject to a housekeeping fee per stay as may be determined by the Club Board. Housekeeping service occurs at the end of each continuous Vacation Credit stay at one resort.

17. Optional Housekeeping Service and Fees. During any stay, an Owner may obtain optional housekeeping services, at the noted fees, by contacting the front desk at the resort.

Housekeeping Fees Effective January 1, 2007:

Studio Hotel* ....................... $40.00 2 Bedroom .................................... $65.00 3 Bedroom Penthouse................$100.00

1 Bedroom Hotel* ................ $55.00 3 Bedroom .................................... $75.00 4 Bedroom Penthouse................$110.00

2 Bedroom Hotel* ................ $60.00 2 Bedroom Chalet ........................ $70.00 3 Bedroom Presidential .............$100.00

Studio ................................... $45.00 3 Bedroom Chalet ........................ $80.00 4 Bedroom Presidential .............$110.00

1 Bedroom ........................... $60.00 2 Bedroom Penthouse ................. $85.00

*NOTE: “Hotel” term indicates limited kitchen facilities. (All fees and taxes in U.S. dollars and shall be prepaid at the time of reservation.)

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18. Civil Taxes. Owners are responsible for any civil taxes related to their usage of Club Units, such as sales tax or transient occu-pancy tax. Taxes shall be prepaid at the time of the reservation.

19. Confirmation. All reservations must be confirmed by the Club in writing or by fax, and a reservation number assigned before it is valid. This reservation confirmation must be presented at the time of check-in at the Resort. The confirmation will state the number of Vacation Credits charged for the reservation, and the Owner’s Vacation Credit balance for the remaining annual period. If a reservation confirmation is not promptly received, the Owner should call the Vacation Planning Center. The Owner is respon-sible to verify correctness of the reservation upon receipt of the confirmation and immediately notify the Club Vacation Planning Center of any errors. The Club does not guarantee any reservation other than that confirmed on the printed confirmation.

20. Cancellation. It is recommended that all cancellations be made on-line between 6:00 a.m. and 11:00 p.m. PST/PDT daily or by telephone by calling 1.800.457.0103 during regular business hours. The Club will not be responsible for lost documents or timeliness of bookings when done by letter, fax, or e-mail. Owners may cancel reservations without penalty by giving written, tele-phone or fax notice within the following periods:

For Reservations Made No Later Than For Reservations Made No Later Than61 days to 13 months in advance 30 days before use 48 hours to 14 days in advance 48 hours before use15 days to 60 days in advance 10 days before use 0 hours to 48 hours in advance No cancellation

If cancelled in less than the required number of days, the Owner will be charged the applicable number of Vacation Credits and/or Bonus Time fees for that use to the extent that other Owners cannot use the same period. After check-in, there is no refund of Credits or Bonus Time fees in the event of an early checkout regardless if another Owner occupies the remaining reserved period.

Cancellations must be received by calling 1.800.457.0103 during business hours Monday through Friday, 6 a.m. to 9 p.m., Saturdays and Sundays, 6 a.m. to 5 p.m. PST/PDT, or by fax to 425.498.3676. These hours are subject to change, and notice is provided via the Owner newsletter publication.

There will be a 48-hour waiting period between a cancellation and a new reservation whenever the following occurs:

(1) The Owner is canceling a one-week reservation in red season and then requests to rebook the same reservation for less than a week within 60 days or less of occupancy;

(2) The Owner is canceling a Vacation Credit reservation and then requests to rebook that reservation as a Bonus Time res-ervation;

(3) The Owner is canceling a regular Bonus Time reservation and then requests to rebook that reservation as a Guest-only reservation within five (5) days of use; or

(4) The Owner is requesting a revision to an existing reservation and the revised arrival date was not within the Guidelines on the original date of booking.

21. Delinquency. No reservation request will be confirmed if you are delinquent in the payment of any amount owed to the Club under the Program or owed on your Ownership Agreement for purchase of Club Vacation Credits.

22. Unused Vacation Credits Carry Over. Vacation Credits that are unused at the end of an Anniversary Year will automatically carry over for use in the following year, and will expire at the end of that Year. Usage will be charged first against any carryover Vacation Credits, and then against the current year’s Vacation Credits.

SECTION D — USING CLUB PROPERTIES

1. Registration. Generally check-in shall be 4:00 p.m. or later and shall require a confirmation and ID, and checkout shall be 12:00 noon or earlier. Check-in/checkout times may vary from Resort to Resort. Confirmation packets give notification of these times for the particular Resort where the Owner has made a reservation.

2. Occupancy Limits. The number of persons, including children of any age, which may occupy a Unit is as follows:

Studio ...........................................2 persons Three Bedroom Penthouse ......................6 persons

One Bedroom ...............................4 persons Four Bedroom Penthouse ........................8 personsTwo Bedrooms..............................6 persons Two Bedroom Presidential ......................4 persons

Three Bedrooms ...........................8 persons Three Bedroom Presidential ....................6 persons

Two Bedroom Penthouse ..............6 persons Four Bedroom Presidential ......................8 persons

Certain other types of Units will vary in occupancy limits from Resort to Resort. Vacation counselors will advise of these occu-pancy limits at the time of making the reservation. Club occupancy limits will be enforced. Owners checking into a Resort with

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more persons in their party than the reserved Unit occupancy limit will be given the opportunity to reserve a larger or additional Unit, if available, to reduce the number of persons in their party, or if necessary, to vacate.

3. Care of Units. The Owner is responsible for any damage or loss of furnishings that might occur during occupancy by an Owner or an Owner’s Guest.

4. Inventory. In each Unit there is an inventory list of major items. The occupant should report any missing items, or damage noticed in the assigned Unit to the Manager as soon as possible after check-in. During the four-hour maintenance period after each occupancy, an inspection of the Unit, its furnishings and equipment will be conducted.

5. Charges. Charges for any missing items, damage during occupancy, excessive cleaning requirement or charges for any unpaid services will be billed to the Owner. Nonpayment of such charges will be cause for suspension of reservation and occupancy privi-leges until paid in full.

6. Modifications. No structural changes, reorganization or removal of furniture, wall hangings, floor coverings, or redecorating of any type within the Units or other areas of the Property are permitted.

7. Specific Resort Rules. The Club may establish and post specific rules related to the orderly management of each Resort.

8. Conduct. Owners and Guests shall respect all other Owners and Guests as well as Club Property by reasonable behavior in respect to noise, usage of Resort facilities, and other matters relating to an orderly use of the Resort.

9. Animals. No animals or pets may be brought onto any of the Resort properties, including in any type of vehicle.

10. Barbecuing. Barbecuing may be done only in designated areas.

11. Clothes Drying. Towels, bathing suits and other items may not be left on patios or railings so as to be visible from other dwelling units or Common Areas.

12. Children. Parents are responsible for the conduct of their children. Children are expected to play and behave in a manner that does not create any undue disturbance to the vacation enjoyment of other Owners or cause damage to property. Children twelve years of age or younger cannot be left alone without the direct supervision of someone who is at least thirteen years of age or older.

13. Personal Property. Neither Club Management nor the Club is responsible for any belongings left by Owners or Guests. Owners or Guests are responsible for removing all non-Club personal property from the Unit prior to checkout. Except in areas that may be designated for such purpose by the Manager (for example, storage lockers), neither Owners nor Guests may keep per-sonal property on the Resort other than in the Unit during occupancy.

14. Signs. No sign, advertisement, notice or other lettering shall be exhibited, displayed, inscribed, painted or affixed to or on any part of the Property without written permission from the Club.

15. Failure to Vacate. If the Owner or Guest(s) fails to vacate a Unit by checkout time of the last day of the reserved period of occupancy, the Owner will be subject to the repayment of all costs incurred by the Club and other Owners, and other conse-quences.

SECTION E — ADMINISTRATION

1. Single Residence Ownership. Club ownership is designed for use by Owners who live in the same residence, and Owners who sign the same Vacation Owner Agreement must meet that requirement. This does not prohibit Guest usage by persons living in other residences.

2. Maintenance Period. The Club shall reserve seven (7) nights and days, not necessarily consecutive, during each calendar year as a maintenance period for each Unit during which period the Club shall maintain, refurbish and repair the Unit as necessary. The Club shall determine from time to time which days and nights will constitute the maintenance period for each Unit. No res-ervations for a Unit shall be accepted during this maintenance period.

3. Entry. The Manager has a passkey to all rooms. In case of emergency, the Manager or the Manager’s staff person may enter a Unit and shall notify occupant, as soon as reasonably possible, of the reason for such entry.

4. Renting by the Club. If it is in the best interest of the Club and in compliance with local laws and restrictions, the Club may

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rent Units to non-owners provided owner demand for a resort/unit is reasonably predictable and owner reservations assured. All proceeds from such rentals shall accrue to the Club.

5. Amendments. The Club Board may amend these guidelines from time to time in accordance with the Club’s Declaration and Bylaws. This can include the amendment of any fees or hours of operation listed in these Club Guidelines.

6. Violations. Failure to abide by these guidelines or the terms and conditions of the Program could result in temporary or perma-nent suspension of Owner rights and privileges.

7. Enforcement. The Resort Manager shall have full authority to implement these Club Guidelines and any local Resort rules. Vacation counselors shall have full authority to apply these Club Guidelines in the booking of reservations.

Revised 01/01/2007

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Notes

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Notes

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Notes

Friend attends a presentation

Friend joins WorldMark

Total

Cash $�5 $�50 $�75

Credits 500 �,500 3,000

Use the cash to spend on whatever you choose, or collect credits and give yourself many more vacation options!

You bring a friend to a

presentation

Friend joins WorldMark

Total

Cash $50 $�50 $300

Credits �,000 4,000 5,000

Earn Cash or Bonus Credits

Refer your friends to Trendwest! When they attend a presentation, we’ll thank you with Cash or Friends First Bonus Credits—it’s your choice. And if they join WorldMark, you could bank up to $300 or 5,000 credits!

Cash or Credits Promotion. While this promotion is in place, owner referral awards will be sent out in the form of a check and a voucher will be included. Owners will have the option to choose Friends First Bonus Credits by simply voiding the check, marking the voucher for the credit option and sending it back to the Owner Referral Awards Center at Trendwest Resorts, Attn: Friends First, 9805 Willows Rd NE, Redmond, WA 98052. Owners choosing to receive Friends First Bonus Credits will have the credits deposited into their account within 7 days of receipt of the voided check. Once the check has been cashed, no credits can be exchanged. Once credits are deposited into an owner account, they can not be exchanged for cash. Any awards issued for activity prior to the start of this promotion are ineligible for the option of receiving cash. Friends First Bonus Credits are one-time use only and expire 12 months from date of issue. All other Friends First Program Conditions still apply. Some jurisdictions prohibit us from issuing rewards for referrals in their states. State restrictions are subject to change and other terms and conditions may apply. For more information and to see full program conditions, visit www.worldmarktheclub.com/friendsfirst or call 1-877-773-7436.

WorldMark Corporate Office9805 Willows Road NERedmond, WA 98052425-498-2500www.worldmarktheclub.com OE-20001 / 50276 / 01-07