(For Purchasers Located in the United Kingdom)
Page 13 [DOCMGR] ©Disney
Rev. 02/2024
Each DVC Resort is managed and operated by an association (in the case of the Aulani Resort, by both a condominium association and a vacation owners association).
Each association has entered into a Property Management Agreement with the Management Company and appointed the Management Company to manage and
operate the DVC Resort subject to the direction of the association’s board of directors (the “Board”). The Management Company is delegated such administrative
functions and powers as shall be determined by each Board, including but not limited to: (a) supervision of the immediate management operation; (b) maintenance and
repair; (c) lease, purchase, maintenance and replacement of furniture, fixtures and equipment; (d) employment, supervision and dismissal of such personnel as it
deems necessary for maintenance and operation (e) entering into contracts with others for the furnishing of such services as it deems proper; (f) preparation of a
proposed budget and schedule of assessments; (g) collection of all assessments and payment of all bills; (h) purchase of such insurance as is contemplated by the
governing documents for such DVC Resort; and (i) custody and control of funds and maintenance of books and records and preparation of financial reports.
Maintenance and repair of Vacation Homes will be conducted by the Management Company on an as-needed basis during periods of time when the Vacation Homes
are unoccupied, either because they have not been reserved by Members or because the Vacation Homes have been reserved for that purpose.
Administration and Management:
a. For All Resorts Except The Cabins at Disney’s Fort Wilderness Resort Use Plan:
In addition to your mandatory membership in the Club upon your purchase of an Ownership Interest in a DVC Resort, you will also automatically become a member of
the condominium association and/or the vacation owners association, as applicable, for your Home Resort. Your membership in the applicable associations is governed
by the governing documents for your Home Resort including the Declaration of Condominium and/or the Plan Declaration and by the Bylaws of each association. The
associations are the entities responsible for the overall management and operation of the DVC Resorts. The associations are not owned by TWDC or any affiliate or
subsidiary of TWDC; although, they are effectively controlled by DVD. This control by DVD of the associations arises out of the fact that the Master Cotenancy
Agreement appoints DVD as the “representative” of each Unit in each DVC Resort. This means that even after a majority of the Ownership Interests in a DVC Resort
have been sold, DVD will control all association matters unless and until DVD is removed as representative by the owners of at least sixty percent (60%) of the
Ownership Interests in a majority of the Units in the DVC Resort. DVD will be authorized to cast the vote for a given Unit at association meetings in whatever manner
it deems appropriate provided that DVD is acting on behalf of the cotenants as a whole pursuant to its duties under applicable law; and further provided that DVD may
not cast a Unit’s vote at an association meeting with respect to certain specific matters without the written consent in advance of such meetings by the owners of sixty
percent (60%) of the Ownership Interests in that Unit. This authority extends to the election of the board of directors of the association, as well as to other matters. At
least sixty percent (60%) of the Ownership Interests in at least a majority of Units would be required in order for the Members to exercise any significant control over
the association. Therefore, as a practical matter, the Owners of Ownership Interests in the Units in each DVC Resort will probably be unable to remove DVD from
control of the association throughout the term of the DVC Resort.
There are also other limited grounds upon which DVD may be removed as the voting representative of any particular Unit (or from all Units in the DVC Resort, depending
upon the votes by Owners). In addition, DVD may not cast a Unit vote as the representative of a particular Unit in a manner that would affect the Owners of the DVC
Resort as a whole in a materially adverse way.
Each Property Management Agreement is for an initial term of either three (3) or five (5) years and contains terms for automatic three year renewals.
Under Florida’s Condominium Act, the Management Company may not be removed as manager of Disney's Riviera Resort, Copper Creek Villas & Cabins, Disney’s
Polynesian Villas & Bungalows, the Grand Floridian Resort, Bay Lake Tower Resort, the Animal Kingdom Resort, the Beach Club Villas, the Wilderness Lodge Resort,
the Vero Beach Resort, the BoardWalk Villas, the Saratoga Springs Resort or the Old Key West Resort except by the concurrence of seventy-five percent (75%) of the
voting interests in the DVC Resort other than the voting interests of DVD if Members other than DVD have assumed control of the association, or if Members other
than DVD own not less than seventy-five percent (75%) of the voting interests in the DVC Resort. In addition, pursuant to Florida's Vacation Ownership and Timesharing
Act, the Management Company may not be removed as manager of those DVC Resorts unless at least sixty-six percent (66%) of the Members voting (which must be
at least fifty percent (50%) of all votes allocated to Members), vote to discharge the Management Company.
Under California law, the Management Company may not be removed as the manager of the Grand Californian Resort or the Disneyland Hotel Villas except upon the
vote or written assent of a majority of the voting power residing in Members other than DVD.
Pursuant to the Property Management Agreement for the Hilton Head Resort, the Management Company may not be removed as manager of that DVC Resort unless
at least sixty-six percent (66%) of the Members eligible to vote at a duly called meeting (which must be at least fifty percent (50%) of all votes allocated to Members),
vote to discharge the Management Company.
Pursuant to the Property Management Agreements for the Aulani Resort, the Management Company may not be removed as manager of that DVC Resort unless
Members representing a majority of the total voting interests of that DVC Resort vote to do so at an owner’s meeting held within one year prior to a term expiration date
and give notice of non-renewal to the Management Company at least ninety days prior to a term expiration date.
Because DVD, as co-tenant of each Unit at each DVC Resort, is the designated voting representative of each Unit at each DVC Resort and can only be removed as
voting representative by the vote of 60% of the Owners in each such Unit, as a practical matter, Owners will have difficulty in accumulating sufficient votes to terminate
the Management Company at any of the DVC Resorts.
b. For The Cabins at Disney’s Fort Wilderness Resort Use Plan:
In addition to your mandatory membership in the Club upon your purchase of a Vacation Ownership Interest in The Cabins Resort Use Plan, you will also acquire an
equity interest in the Palmetto Trust Association, Inc., a Florida not-for-profit corporation, (the “Association”). Your equity interest in the Association is governed by the
governing documents for The Cabins Resort Use Plan, including the Declaration of Covenants, Conditions, and Restrictions, and/or the Plan Declaration and by the
Bylaws of the Association. The Association is the entity responsible for the maintenance and operation of The Cabins Resort Use Plan. Pursuant to the Property
Management Agreement and the Membership Agreement, the Association has delegated its management, maintenance, and operational duties to DVCM. Pursuant
to the Trust and Association Management Agreement, the Association has delegated its management and operational duties for the Trust and Association to DVCM.
There are no service, maintenance, management, recreational contracts, or leases with a term in excess of one (1) year that may be canceled by the Owners, except
for the Management Agreements. The Management Agreements have an initial term of three (3) years, and shall automatically renew for successive three (3) year
periods unless sooner terminated in accordance with their respective provisions. DVD may not change the managing entity or its control without the approval of the