Resort management agreement and reservation system agreement

A.P.V.C. Ltd, in its capacity as Responsible Entity, has entered into a Resort Management Agreement dated 10 October 2000 with A.P.V.C Holdings Pty Ltd (the Manager). Under the Agreement, the Manager undertakes to perform certain resort management services on behalf of the Club in relation to the Club Resorts.

In performing its obligations under the Agreement, the Manager does so as the agent of the Responsible Entity, and may and has appointed sub- contractors, experts and consultants to assist it in performing the resort management and administrative services. In particular it has appointed Interval to facilitate the reservation and booking of Club Apartments by Members in accordance with a Reservation Services Agreement that expires on 31 August 2018.

Fees payable to the Manager may in the discretion of the Responsible Entity be paid by the Responsible Entity from remuneration to which it
is entitled under the Constitution, or, to the extent that the Manager is
an agent or delegate of the Responsible Entity, paid by the Responsible Entity from Club assets pursuant to the Constitution. In addition to these fees, the Manager is entitled to reimbursement for the same costs and expenses for which the Responsible Entity is entitled to be reimbursed under the Constitution.

In performing its duties in accordance with the Resort Management Agreement, the Manager is authorised to bind the Responsible Entity by its actions, and the Manager is not liable to the Responsible Entity for any loss or damage suffered by the Responsible Entity except where due to the fraud, gross negligence or wilful default of the Manager. The Manager covenants to take out insurance in relation to the Manager’s liability and the liability of any other person engaged by the Manager. In accordance with the Resort Management Agreement and Reservation Services Agreement, the Responsible Entity and the Manager from time to time enter into Accommodation Supply Agreements which set the applicable rates for the following 12 month period.