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Exhibit 10.5
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ESCROW AGREEMENT
(Amended)
This Amended Agreement is dated for reference purposes and entered into
as of October 25, 1990 by TRENDWEST RESORTS, INC., an Oregon corporation,
("Developer"), CLUB ESPRIT, A California nonprofit mutual benefit corporation
("Club") and SAGE SYSTEMS, INC., a Washington corporation, ("Escrow Agent"), for
the purpose of amending, and restating in its entirety as amended, that Escrow
Agreement dated May 15, 1990.
1: RECITALS
1.1 Services. Escrow Agent agrees to provide escrow services to
Developer and Buyers of Memberships in Club.
1.2 Scope. This Escrow Agreement is part of each Membership Agreement
and Salesperson Agreement. The Developer, Escrow Agent and Developer's Sales
Agent(s) and the Members are bound by this Escrow Agreement.
1.3 Developer. Developer acquires Units in Resort Properties which it
transfers to Club for use in the Club Vacation Timeshare Program.
1.4 Club. Club holds and manages the Units for the benefit of the
Members. Membership in Club includes voting rights to elect directors and to
vote directly on certain Club decisions.
1.5 Timeshare Program Agreement. Under the Vacation Timeshare Program
Agreement made September 1, 1989 and amended February 27, 1990, Developer has
the exclusive right to market and sell all Memberships in Club and to receive
all the proceeds from Membership sales.
1.6 Declaration. Developer and/or Club has recorded or will record a
"Declaration of Vacation Timeshare Program (Club Esprit)" ("Declaration") with
respect to each Unit in the Program.
1.7 Escrow Account. As at registered time share plan under HRS Chapter
514E, and pursuant to other states' consumer protection requirements, the Funds
and Contract Documents associated with the purchase of Memberships must be
placed in an escrow account approved by the State of Hawaii for protection of
purchasers until certain events occur as described below, providing for the
release of those funds and documents to the Developer ("closing"), or the return
of those funds and documents to the purchaser ("no closing").
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1.8 Table of Contents
Article/Section/Title Page
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1: RECITALS......................................................... 1
1.1 Services................................................ 1
1.2 Scope................................................... 1
1.3 Developer............................................... 1
1.4 Club.................................................... 1
1.5 Timeshare Program Agreement............................. 1
1.6 Declaration............................................. 1
1.7 Escrow Account.......................................... 1
1.8 Table of Contents....................................... 2
2: DEFINITIONS...................................................... 3
2.1 "Buyer.................................................. 3
2.2 "Close" and "Closing.................................... 3
2.3 "Closing Costs.......................................... 3
2.4 "Contract Documents..................................... 3
2.5 "Declaration............................................ 3
2.6 "Funds.................................................. 3
2.7 "Hawaii Administrative Rules............................ 3
2.8 "HRS.................................................... 3
2.9 "Sales Contract......................................... 3
3: HANDLING FUNDS AND DOCUMENTS..................................... 3
3.1 Escrow Account.......................................... 3
3.2 Documents............................................... 4
3.3 Affiliates.............................................. 4
4: CLOSING.......................................................... 4
4.1 Closing Conditions...................................... 4
4.2 Closing Procedures...................................... 6
4.3 Release of Funds and Sales Contract without a
Closing................................................. 6
4.4 Release of Buyer's Funds................................ 6
5: GENERAL MATTERS.................................................. 7
5.1 Notice.................................................. 7
5.2 Interest................................................ 7
5.3 Indemnity............................................... 7
5.4 Copies of Documents..................................... 7
5.5 Cancellation Charge..................................... 7
5.6 Exhibit................................................. 8
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2: DEFINITIONS. Unless the context otherwise specifies or requires, the
terms used in this Agreement shall have the meanings set forth in HRS or below
or in the recorded Declaration, in that order of preference.
2.1 "Buyer" means each person shown as a Buyer, Member or Purchaser in
a Sales Contract or Membership Agreement.
2.2 "Close" and "Closing" refer to completing the sale of and issuing a
Membership to a Buyer.
2.3 "Closing Costs" means all costs and expenses of closing a sale. It
includes, for example, if applicable: (a) Escrow Agent's fees, (b) notary fees,
(c) charges for credit reports, (d) costs of drafting documents, (e) financing
fees and costs, and/or (f) postage and handling fees.
2.4 "Contract Documents" means, for each Buyer, (a) this Escrow
Agreement, (b) the Buyer's Sales Contract or Membership Agreement, and (c) any
written changes to either of those documents if the changes have been signed by
the person whose duties are changed.
2.5 "Declaration" means the recorded Declaration of Vacation Timeshare
Program (Club Esprit), which creates the vacation timeshare program and makes
the respective Units subject thereto, and which constitutes a Notice of Time
Share Plan under HRS Chapter 514E.
2.6 "Funds" means any money, "negotiable instruments" and "purchase
money contracts" (as those terms are defined in HRS) received before closing
from or on behalf of any Buyer or potential Buyer.
2.7 "Hawaii Administrative Rules" means the rules and regulations
adopted under HRS by the State of Hawaii, as they may be revised from time to
time, as contained in Chapter 106 of Title 16 of the Regulations of the
Department of Commerce And Consumer Affairs of the State of Hawaii.
2.8 "HRS" means the Hawaii Time Share Law (Chapter 514E, Hawaii Revised
Statutes), as it may be revised from time to time.
2.9 "Sales Contract" means a Membership Agreement, a sample of which is
attached hereto as Exhibit "A", which may be revised from time to time by
Developer and Club, provided it is not inconsistent with the Declaration and
Governing Documents.
3: HANDLING FUNDS AND DOCUMENTS.
3.1 Escrow Account. All Funds and Sales Contracts received before
closing from or on behalf of Buyers or prospective Buyers in connection with the
purchase or reservation of a Membership must be placed in an escrow account with
Escrow Agent; however the
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Developer or a Sales Agent may hold until the expiration of the cancellation
period, or any longer cancellation period provided in the Sales Contract, Funds
or Sales Contracts made payable to the Escrow Agent.
3.2 Documents. The Escrow Agent will accept and hold any Funds, Sales
Contract, receipts for (a) the Hawaii Disclosure Statement and (b) the Notice of
Mutual Right of Cancellation, any closing statement and all other papers from
the Developer or any lender supplying money to the Buyer or for the Buyer. The
Escrow Agent will handle and deliver those documents as instructed by the person
who provided them and this Escrow Agreement.
3.3 Affiliates. Escrow Agent, Developer and Club may enter into
Affiliation Escrow Agreements with licensed escrow companies in states other
than Washington, if necessary to facilitate closings of sales in such states
and/or if required for compliance with timeshare sales laws, regulations and
regulatory policies.
4: CLOSING
4.1 Closing Conditions. Closing of the escrow for the sale of a
Membership shall not occur, and the Buyer's Funds and Sales Contract shall not
be delivered by the Escrow Agent according to paragraph 4.2, until after all of
the following have occurred:
(a) Cancellation Period. The "cancellation period" or rescission
rights period, prescribed by the state(s) where the sale is made and/or
advertised, has expired. At the date of this Agreement, Developer is now selling
or advertising, or may in the foreseeable future sell or advertise, in states or
provinces which prescribe the following cancellation periods:
(i) Arizona, midnight of the seventh (7th) calendar day
following the day on which the purchaser executed the Sales Contract, pursuant
to Title 32, Chapter 20, Arizona Revised Statutes, Section 32-2197.02;
(ii) British Columbia, seven (7) days after the later of the
purchaser signs the Sales Contract or the purchaser receives the required
prospectus, pursuant to the Real Estate Act, Revised Statutes, Chapter 356,
Section 63 (1.1).
(iii) California, midnight of the third (3rd) calendar day
after the Buyer executed the Sales Contract, pursuant to Business and
Professions Code Section 11024 and Title 10, California Code of Regulations,
Sections 2813.12 and 2813.13;
(iv) Hawaii, seven (7) calendar days after the Buyer's
execution of the Sales Contract or seven (7) calendar days after the Buyer's
receipt of the Hawaii Disclosure Statement, whichever occurs later, pursuant to
HRS Section 514E-8;
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(v) Nevada, midnight of the fifth (5th) calendar day
following the execution of the Sales Contract, pursuant to Chapter 119A. Nevada
Revised Statutes, Section 119A.410.
(vi) Oregon, midnight of the fifth (5th) calendar day from the
date the purchaser signs the Sales Contract, pursuant to Chapter 94, Oregon
Revised Statutes, Section 94.836.
(vii) Washington, within seven (7) days after receipt of the
disclosure document or the signing of the Sales Contract by Buyer, whichever is
later, pursuant to Chapter 64.36, Revised Code of Washington, Section
64.36.140(13).
(b) Notice of Cancellation. The Escrow Agent has received a sworn
statement from the Developer, signed by its duly authorized representative, that
no cancellation notice postmarked on a date within the cancellation period has
been received from the Buyer whose funds are being released; and that no
cancellation notice was otherwise received during the cancellation period from
the Buyer whose funds are being released.
(c) Declaration. The Escrow Agent shall have independently verified
that a Declaration has been recorded and remains in effect against every Club
Esprit Unit for which Memberships are being sold.
(d) Title Insurance. Escrow Agent shall have procured a policy of
title insurance insuring title to each Unit in Club for the market value at the
time of acquisition, and insuring that each and every person holding an interest
in a recorded blanket lien, as defined in applicable law, executes and records a
Nondisturbance Agreement as required by HRS Section 514E19(b)(2)(A) and as
defined in Sections 514E-20 and 514E-1, Escrow Agent must be satisfied that
appropriate blanket lien protections (nondisturbance covenants) are fully in
place.
(e) Cancellation by Developer. Developer has certified to the
Escrow Agent that it is not exercising its cancellation rights under HRS Section
514E-8 or any other applicable law.
(f) Receipt. Developer has provided the Escrow Agent with a copy of
the receipt for the Public Report, Disclosure Statement or other disclosure
documents required by the state where the sale is made, signed by the Buyer and
dated with the date that such disclosure document was received by the Buyer.
(g) Vacation Credits Available. The Escrow Agent shall have
determined that there are sufficient Vacation Credits available in the timeshare
program, The Escrow Agent may rely on a certification from Developer and Club as
to the allocations of Vacation Credits to respective Units as the Units are
transferred to the Club and dedicated to the Timeshare Program, Escrow Agent
shall prepare an audit report at least quarterly verifying the
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availability of unsold Vacation Credits, pursuant to the Audit Agreement dated
June 21, 1990 between Developer and Escrow Agent.
4.2 Closing Procedures. To close each sale, the Escrow Agent will:
(a) Date all documents; and
(b) Deliver a copy of the Membership Agreement and closing
statement to the Buyer; and
(c) Deliver the original of the Membership Agreement, any closing
statement and any other documents to, and do anything else reasonably required
by, the Developer or anyone else loaning money to the Buyer for the purchase;
and
(d) Pay, out of the funds in escrow and after Developer's approval,
all of the closing costs and additional charges; and
(e) Pay to the Developer all sums due it under the Sales Contract
less closing costs chargeable to Developer; and
(f) Refund any over-payment to the Buyer.
4.3 Release of Funds and Sales Contract without a Closing.
(a) Notice of Cancellation. If the Buyer or Developer gives a valid
Notice of Cancellation of the Sales Contract, under any applicable law, all of
the Buyer's Funds and Sales Contracts made by the Buyer shall be returned to the
Buyer within 15 days after the Notice of Cancellation is received.
(b) Termination of Contract. If the Buyer or Developer properly
terminates a Sales Contract pursuant to its terms, or if Developer or a
prospective Buyer terminates a reservation agreement, all of the Buyer's Funds
and Sales Contracts made by the Buyer shall be delivered in accordance with the
Contract or reservation agreement.
(c) Buyer Default. If the Buyer defaults in the performance of the
Buyer's obligations under the Sales Contract, all the Buyer's Funds and Sales
Contracts made by the Buyer shall be delivered in accordance with the Contract.
(d) Sworn Statements. If Developer fails to provide to Escrow
Agent, within ten (10) days after expiration of the cancellation period, any of
those items described in paragraphs 4.1(b), (e), (f) and (g) above, then all of
the Buyer's Funds and Sales Contracts made by the Buyer shall be returned to the
Buyer within 15 days.
4.4 Release of Buyer's Funds. This Escrow Agreement explicitly
prohibits the release of Buyer's funds from escrow to or
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for the benefit of the Developer or Sales Agent or anyone else (except by way of
refunds to the Buyer) in any circumstances other than those set forth in this
Article 4.
5: GENERAL MATTERS
5.1 Notice. Any notice from the Developer or the Escrow Agent to the
Buyer must be given by in writing. If more than one person is listed as the
Buyer on a Sales Contract, the notice may be given to or received from any one
of them. If the Buyer is a corporation or partnership, the notice may be
delivered or mailed to any officer or partner of the Buyer. Notices must be
personally delivered or mailed by certified (or registered mail, postage
prepaid, addressed to the person at the address shown for each on the Buyer's
Sales Contract. Any party may change its address by sending written notice of
the new address to the other. All notices are considered given when they are
deposited in the mail, first class postage prepaid, or when personally received.
5.2 Interest. Any interest earned on Funds placed with the Escrow Agent
will belong to Developer.
5.3 Indemnity. Developer agrees to indemnify the Escrow Agent for
losses it suffers as a result of performing its duties, except for losses due to
the Escrow Agent's negligence or misconduct.
5.4 Copies of Documents. Developer will provide Escrow Agent with
copies of title reports, recorded Declarations, blanket liens, Nondisturbance
agreements and any other documents required by the Escrow Agent to verify
statements made under paragraph 4,1(c) of this Agreement.
5.5 Cancellation Charge. Upon a cancellation, Developer must notify
Escrow Agent within ten (10) days of the date of deciding upon or receiving
notice of cancellation whether to deduct from the Buyer's monies a reasonable
charge for materials received by the Buyer and not returned, and the amount of
such charge. This charge will not exceed $25.00. If deducted the charge will be
remitted to Developer.
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5.6 Exhibit.
A - Membership Agreement
ESCROW AGENT: DEVELOPER:
SAGE SYSTEMS, INC., TRENDWEST RESORTS, INC.,
a Washington corporation an Oregon corporation
and Washington Licensed
Escrow Agent
By_______________________ By___________________________
X.X. X'Xxxxxx, President Xxxxxxx X. Xxxxx, President
000 000xx Xxx. X.X. 0000 Xxxx Xxxxxxxxxx Xxxx.
Xxxxx 000 Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
CLUB:
CLUB ESPRIT, a California
nonprofit mutual benefit
corporation
By______________________________
Xxxxxxx Sites, Secretary
0000 Xxxx Xxxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
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EXHIBIT A
MEMBERSHIP AGREEMENT
(TO BE PROVIDED]
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EXHIBIT A
Worldmark, The Club, and Trendwest Resorts, Inc.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000
Phone: (000) 000-0000
SECURITY AGREEMENT
Vacation Credit Purchased: _____
Owner Number: _______
WORLDMARK, THE CLUB
RETAIL INSTALLMENT CONTRACT
VACATION OWNER AGREEMENT
(California)
Worldmark, the Club, a California nonprofit mutual benefit corporation (Club),
and Trendwest Resorts, Inc., an Oregon corporation (TRI), agree to sell to the
undersigned Owner ____ Vacation Credits and Membership in the Club as a (choose
one) Premier __ or Standard __ Ownership, and Owner agrees to purchase and hold
the Vacation Credits and Membership on these terms and conditions:
A. BENEFITS AND NATURE OF OWNERSHIP
1. VACATION CREDIT OWNERSHIP.
As an Owner of Vacation Credits, Owner is a Member of Club and is entitled to:
(a) reserve the use of Club Resort Units; (b) vote for Club directors; (c) vote
on major Club decisions; and (d) through the Club, participate in the corporate
ownership of the real estate and other assets of the Club.
2. DURATION OF OWNERSHIP.
Ownership shall be effective from the date of issuance by Club. Premier
ownership is perpetual. Standard ownership expires 40 years after issuance.
HOWEVER, THE OWNER HAS UNTIL MIDNIGHT OF THE THIRD CALENDAR DAY AFTER SIGNING
THIS AGREEMENT TO CANCEL THIS AGREEMENT. THE CANCELLATION MUST BE IN WRITING AND
EITHER DELIVERED IN PERSON OR MAILED TO WORLDMARK, THE CLUB.
3. TRANSFERABILITY OF VACATION CREDITS.
Vacation Credits may be transferred entirely or partially at any time during
their term and without limitation to the number of transfers, through sale,
gift, inheritance, dissolution of marriage or by any operation of law, subject
to the following terms: (a) a transfer fee of $150.00 has been paid to Club;
(b) all payments or charges due Club are current; (c) the Vacation Credits
transferred and the Vacation Credits retained, if any, must each be enough
Vacation Credits to hold a Basic Membership in the Club at the then current
requirement; and (d) the transferee must satisfy all qualifications of an Owner
and Club's credit requirements. TRI and Club will not repurchase the Vacation
Credits or assist in locating a buyer.
B. ASSURANCE OF CONTINUED CLUB QUALITY
4. NO REDUCTION IN NUMBER AND QUALITY OF UNITS AND RESORTS.
Owners shall have access to all existing and future Resorts and Units owned or
operated by or associated with Club, wherever located, which have been
registered with the applicable agencies where the properties are located. The
location and specific nature of Resorts and Units shall be subject to change by
the Club, but Club is obligated to continue to provide Resorts and Units
comparable to those available at the date of this Agreement, and sufficient
Units in reasonable locations to provide annual reservations for all issued
Vacation Credits.
5. PARTICIPATION OF OWNER IN GOVERNING CLUB.
The ARTICLES and BYLAWS of Club provide for: (a) meetings and votes by Owners;
(b) election and meetings of, and limitation on powers of, directors; (c)
assessment of annual dues and special assessments; (d) enforcement and
discipline procedures; (e) appointment of officers and their duties; and
(f) insurance.
6. ULTIMATE CONTROL OF PROPERTIES BY CLUB.
The Club shall hold the deed or the lease to each Unit free of the effects of
debt encumbrances, and subject to a DECLARATION OF VACATION OWNER PROGRAM
which: (a) shall be recorded or filed against each Unit; (b) provides for
dedication of the Unit to the Vacation Owner Program; and (c) establishes the
Vacation Credits.
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7. GUIDELINES (RULES) SUPPORTING OWNER SATISFACTION.
Guidelines (Rules) may be adopted and amended from time to time by Club for
benefit of Owners and the management of the Resorts, whether general rules or
rules applicable to a specific location only, which may govern Owner usage of
Resort Units in the following subjects, among others; (a) reservations; (b)
number of occupants; (c) guest policies; (d) fees; (e) rental of Units by Club
to non-owners when not in use by Owners; (f) charges for use of specific
facilities; (g) personal conduct and behavior; (h) check-out times; (i) care and
maintenance of Units and facilities; and (j) conditions for the use and purchase
of Bonus Time. A copy of the current Guidelines (Rules) is provided herewith.
8. PROFESSIONAL DEVELOPMENT AND MANAGEMENT OF CLUB.
TRI has developed Club and acquired certain Resort properties which it has
transferred to Club in exchange for the proceeds of sale as well as exclusive
marketing rights, and the right to add additional properties under the same
conditions. TRI will also manage Club and Club properties under a Management
Agreement with Club.
C. VACATION CREDIT USE
9. VACATION CREDITS PROGRAM.
The benefits and obligations of Ownership are determined by the number of
Vacation Credits purchased.
(a) Use. Vacation Credits, up to the amount purchased, may be used for all
nights and all seasons and at all Resorts on a space available basis, but
the number of Credits required for occupancy will be based on factors such
as the season, location, Unit size and type, and day of the week.
(b) Issuance. Vacation Credits are renewed annually throughout the term of
the Ownership, at the beginning of Owner's Anniversary Year, in the total
amount purchased by Owner.
(c) Banking (carry-over) Credits. Vacation Credits which remain unused at
the end of each Anniversary Year will automatically carry over for use during
the following year, and will expire at the end of that year. Use will be
charged first against any carry-over Vacation Credits and then against the
current year's Credits. Credits might also be carried over for future use
with an exchange organization.
(d) Borrowing Future Credits. Owner may use Vacation Credits one Anniversary
Year in advance by borrowing against the following year's assignment of
Credits if Owner has paid his or her Club dues for the following year.
(e) Additional Credits. Owner may purchase additional Vacation Credits in
increments of 1000 at any time after the date of this Agreement, subject to
the following: (i) the Credits are available; (ii) Owner is not in default
under this Agreement; and (iii) the then current price is paid.
10. VACATION CREDITS PURCHASED.
Owner is currently purchasing the number of Vacation Credits shown on page one.
11. BONUS TIME.
Premier Owners may purchase additional reserved time, referred to as Bonus
Time. Conditions for purchase and use of Bonus Time are determined by space
availability and Club Guidelines (Rules), which are subject to change.
D. QUALIFICATIONS AND CONDITIONS TO PURCHASE VACATION CREDITS
12. LEGAL CAPACITY.
Owner represents that Owner is a person or entity with the legal capacity to
enter into this Agreement.
13. NON-INVESTMENT PURCHASE.
Owner represents that Owner is purchasing Vacation Credits for the purpose of
recreational and social use, and not for financial profit.
14. CREDIT REQUIREMENT.
Owner shall satisfy Club's reasonable credit requirements for purchase to be
accepted.
E. CONTRACTUAL STANDARDS
15. LIABILITY LIMITATIONS.
Owner agrees that Owner and Owner's family or guests assume all risks of loss
or damage to persons or property in using the Resorts, except that this
limitation of liability shall not apply in cases of negligence of the Resort,
the Club or TRI. Owner also agrees to maintain liability and property damage
insurance in connection with any motor vehicle(s) brought to the Resorts, in
amounts customarily carried on such vehicle(s). Liability for breach of any
warranty under this Agreement shall not exceed the amounts Owner has paid Club
under this Agreement.
16. EVENTS OF DEFAULT.
Each of the following constitutes an Event of Default by Owner if not cured (a)
within 30 days from the due date, (b) within 30 days from giving of written
notice by Club or TRI as to a breach by omission or inaction, or (c) upon
continued active breach or violation after receipt of a written notice or
warning thereof, which notice or warning shall include the details of the
default and how the default may be remedied, if at all, within a specified
reasonable period (whichever of the foregoing is most applicable): (i) not
paying a purchase price installment, the annual dues or installment thereof, or
any other charge of Club when due; (ii) transfer of Vacation Credits, whether
voluntarily or involuntarily, except as specifically allowed herein; (iii)
misrepresentation or omission of a material fact in connection with this
Agreement or the extension of credit hereunder, or (iv) material breach of a
provision of this Agreement, the Guidelines (Rules) of Club, or the rules of a
company with which Club has exchange arrangements.
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17. REMEDIES/SECURITY INTEREST.
No waiver by Club, TRI or any Holder or Co-Holder of this Agreement, of any
default or breach by Owner shall operate as a waiver of the same or any other
default or breach by Owner or any other Owner in the future. Each Owner signing
below hereby appoints each other Owner signing below as his or her agent for
dealing with the Holder of this Agreement for any purpose. Upon the occurance of
an Event of Default, Club or the Holder of this Agreement may choose one or more
of the following remedies: (a) declare the entire unpaid balance of the Cash
Price immediately due, unless prohibited by law; (b) foreclose the lien created
by the grant of the security interest and sell or retain the Vacation Credits in
satisfaction of Owner's obligations hereunder, or exercise any other right under
the Uniform Commercial Code, Division 9 (To secure compliance with his or her
obligations hereunder, Owner hereby grants to Club and TRI security interests in
the Vacation Credits and any proceeds therefrom, which Vacation Credits were
purchased under this Agreement. These security interests constitute liens on the
Vacation Credits and any proceeds therefrom. These security interests and liens
shall remain in effect as long as there are obligations of Owner to be fulfilled
under this Agreement); (c) terminate the Vacation Credits and retain all amounts
previously paid by Owner as compensation for damages incurred in proceeding
pursuant to this Agreement (Club, TRI and Owner agree that in such case it would
be impractical or extremely difficult to fix the actual damage); (d) suspend use
rights; (e) xxx for the unpaid balance due hereunder; and/or (f) pursue any
other remedy allowed by law, except Club cannot terminate this Agreement or
foreclose against the Vacation Credits without the consent of the Holder of any
right to the unpaid purchase price hereunder.
18. ADDITIONAL CREDITOR.
The right to receive payment of the purchase price under this Agreement belongs
to TRENDWEST RESORTS, INC., but could be assigned to another creditor.
NOTICE:
ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH THE DEBTOR (OWNER) COULD ASSERT AGAINST THE SELLER OF GOODS OR
SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY
HEREUNDER BY THE DEBTOR (OWNER) SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR
(OWNER) HEREUNDER.
19. GENERAL PROVISIONS.
Any written notice required or desired to be given hereunder shall be deemed
given when personally delivered or upon deposit in the U.S. Mail, first class
postage prepaid, addressed to the address given herein or such subsequent
address as is given by proper notice. This Agreement, and any and all other
documents executed at the same time as this Agreement, constitute the entire
agreement between the parties hereto. No representation or warranties, oral or
written, other than the representations set forth in said documents, have been
relied upon by the parties. This Agreement shall be binding upon and benefit
the heirs, executors, administrators and successors of each of the parties. If
any provision of this Agreement shall be found to be invalid, the remaining
provisions shall nevertheless remain in full force and effect. This Agreement
shall survive the issuance of Vacation Credits and shall survive the final
payment toward the purchase hereunder.
20. PURCHASER RESPONSIBILITY.
Transfer or abandonment of Vacation Credits does not relieve Owner of Owner's
obligations hereunder unless such transfer or termination of this Agreement is
agreed to by the Club and the holder of any right to the unpaid purchase price
under this Agreement.
F. CLUB CHARGES
21. ANNUAL DUES.
The beginning annual dues for these Vacation Credits is $______ (U.S. Funds),
based on the formula and rate of annual dues currently established by Club. The
annual dues shall be paid in advance on a quarterly basis beginning ________.
Such dues shall be used first for maintenance and operation of Resort Units,
then for other expenses authorized in the Club Bylaws. Annual dues may be
increased annually subject to Club Bylaws.
22. SPECIAL ASSESSMENTS AND TAXES.
Club may levy special assessments subject to Club Bylaws. The Owner is also
responsible for any tax that might be assessed by a civil taxing authority on
the purchase or use of the facilities.
23. EXTRA USE CHARGES.
Owner must pay separately for extra benefits including, but not limited to, if
available, food, storage, extra maid service, purchase of goods, use of
equipment, furnishings or facilities not normally provided as part of the Unit
or Resort facilities, and exchange program services if available.
24. DAMAGE CHARGES.
Owner must pay any cost of repair or replacement for any damage caused by
Owner, Owner's family or guests.
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G. PURCHASE PRICE, FINANCE CHARGE, AND PAYMENTS
25. PURCHASE PRICE.
Owner agrees to pay TRI the purchase price of $ (U.S. Funds), together
with the credit service charge (Finance Charge) stated below. Payments shall be
credited first on the interest then due, then on principal. Payments shall not
begin prior to thirty (30) days after signing of this Agreement by Club. The
interest (Finance Charge) shall begin to accrue on the date thirty (30) days
prior to the due date of the first monthly payment.
26. CREDIT TERMS.
Disclosure Required By: Federal Truth In Lending Act, and State Law.
Creditors: WORLDMARK, THE CLUB and TRENDWEST RESORTS, INC.; 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxx Xxxxx, XX 00000
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ANNUAL FINANCE AMOUNT TOTAL OF TOTAL SALE
PERCENTAGE CHARGE FINANCED PAYMENTS PRICE
RATE
The cost of your credit The dollar amount the The amount of credit The amount you will have The total cost of your
as a yearly rate: credit will cost you: provided to you or paid after you have made purchase on credit
on your behalf: all payments as scheduled: including your
downpayment of:
$
______% $__________ $__________ $___________ $__________
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Your payment schedule will be:
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No. of payments: Amount of Each Payment: Payments are due monthly on the
same date of each month
$ Beginning:
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Security: You are giving the Club and TRI a security interest in the
Vacation Credits being purchased.
Prepayment: If you prepay the balance due, there will be no penalty.
Late Charge: Owner will be charged a late charge of $5.00 for each
payment or charge that is more than 10 days late, to
compensate Club or TRI for additional carrying and
collection costs.
Variable Rate: The Annual Percentage Rate disclosed above will
automatically increase by 1 Percentage Point (which is the
maximum increase) in the event any one of the following
occurs: (a) you discontinue participation in our
preauthorized check (PAC) plan, (b) your financial
institution is unable to participate, or (c) we discontinue
your participation for a reasonable cause. The Annual
Percentage Rate will not increase above 14.9%. An increase
in the Annual Percentage Rate would increase your monthly
payment by not more than $10.00.
Contract Reference: You should refer to this Agreement for information about
nonpayment, default and the right to accelerate maturity
of your payment obligation.
ITEMIZATION OF AMOUNT FINANCED:
1. Cash Price: $______ 4. Total Cash Price: $______
2. Other Credits/Discounts: $______ 5. Downpayment: $______
3. State and Local Taxes: $______ 6. Amount Financed: $______
NOTICE TO BUYER (OWNER):
(a) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK
SPACES TO BE FILLED IN; (b) YOU ARE ENTITLED TO A COMPLETELY FILLED-IN COPY OF
THIS AGREEMENT; (c) YOU CAN PREPAY THE FULL AMOUNT DUE UNDER THIS AGREEMENT AT
ANY TIME; (d) IF YOU DESIRE TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE, THE
AMOUNT WHICH IS OUTSTANDING WILL BE FURNISHED UPON REQUEST; (e) RECEIPT. OWNER
HAS RECEIVED AN EXACT COPY OF THIS AGREEMENT AND ANY OTHER DOCUMENT(S) SIGNED
WITH THIS AGREEMENT, WITH ALL BLANKS FILLED IN.
X
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Owner Date Signed Owner Name Date Signed
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Owner Date Signed Street Address
TRENDWEST RESORTS, INC. and WORLDMARK, --------------------------------
THE CLUB City State Zip
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Authorized Agent Date Signed Phone (area code)
