Nolen et al v. Wyndham Vacation Resorts, Inc. et al

Middle District of Florida, flmd-6:2020-cv-00330

Exhibit 8 - 01-05-16 Purchase and Security Agreement (Kelley Litton)

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PageID 175 EXHIBIT 8 Pageld 176 DocuSign Envelope ID: 0877COEA-13C3-41F5-8D0B-15A4FC2F0354 MMM02222222222222 "This Loan is part of Collateral SECURITY AGREEMENT under a Collateral Agency Agreement, Member Number 00999156185 dated as of January 15, 1998, as Contract Number 00219-1600048 amended, by and among the Collateral Contract Date 01-05-2016 Agent (as defined therein) and the secured parties, thereto. A first CLUBWYNDHAM® ACCESS VACATION OWNERSHIP PLAN priority security interest herein is RETAIL INSTALLMENT CONTRACT held by the Collateral Agent for each of PURCHASE AND SECURITY AGREEMENT the secured parties under the (Florida) Collateral Agency Agreement." Wyndham Vacation Resorts, Inc., a Delaware corporation ("Seller"), agrees to sell to WINDY KELLEY PAULA LITTON and CARA KELLEY ("Owner") a membership interest ("Ownership') in PTVO Owners Association, Inc., a non-stock, non-prolit Delaware corporation ("Association"), which Ownership includes the right to participate in the ClubWyndham Access Vacation Ownership Plan ("Cluh") and the right to use and occupy Club Accommodations. If more than one person executes this Agreement as Owner, the liability of each Owner under this Agreement shall be joint and several. These rights are denominated in Points and Owner agrees to purchase the Ownership for a purchase price of $206,668.98 (the "Purchase Price") on the following terms and conditions: Points consisting of the following: Perpetual Points: 1,264,000 Annual X "Initial Use l'ear": January I following the Contract Date above. A. BENEFITS AND NATURE OF OWNERSHIP 1. Ownership. Owner is a member of the Association, and is entitled: (a) to use Points to reserve the use of accommodations in the Club ("Club Accommodations"). (b) to vote for directors of the Association, (c) to vote on major decisions of the Association, and (d) through the Club and the Association, to participate in the ownership of the assets of the Association. At the closing of the purchase of the Ownership as set forth in Section 32 below, (i) Owner will receive an Ownership Certificate evidencing the Ownership (which will delineate, among other things, Owner's Points), and (ii) Owner's name and the other information concerning the Ownership will be entered into the permanent records of the Association ("Club Ownership Register"). The Seller is Wyndham Vacation Resorts, Inc., 6277 Sea Harbor Dr. Orlando, FL 32821. Each Ownership constitutes a Florida timeshare estate under Chapter 721, Florida Statutes. The Club is a multi-site timeshare plan called ClubWyndham Access Vacation Ownership Plan. The address of this timeshare plan is 6277 Sea Harbor Dr. Orlando, FL 32821. Refer to the ClubWyndham Access Public Ollering Statement ("Public Offering Statement") accompanying this Agreement for a list of Club Accommodations which are under construction (if any) and estimated completion dates. 2. Duration of Ownership. Ownership shall be eflective from the date on which the Closing described in Section 32 below occurs Owner may use Points to obtain reservations and other Club benefits starting with Owner's Initial Use Year as set forth above. Ownership shall be perpetual. 3. Transferability of Ownership. Subject to the terms and provisions of the Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for ClubWyndham Access Vacation Ownership Plan ("Declaration"), the Ownership (and the Points) may be transferred entirely or partially at any time during their term and without limitation to the number of transfers, through sale, gilt, inheritance, dissolution of marriage, or by any operation of law, subject to the following terms: (a) a reasonable Ownership transfer fee has been paid to the Association; (h) all payments or charges due to the Association, Seller or any Holder or Co-Holder (as those terms are delined in Section 16) of this Agreement are current; (c) the Points transferred and the Points retained, if any, must each be enough Points to satisfy the then Minimum Points Requirement as established hy Seller; (d) the Association must consent to the transfer which consent shall not be unreasonably withheld, conditioned or delayed; (e) the transfer must be entered in the Club Ownership Register: (1) all aspects of the transfer must comply with applicable law, and (8) iſ any financed amounts are still owing to Seller or to any Holder or Co-Holder, (i) the Owner must obtain the written consent of the Seller or any Holder or Co-Holder to such proposed transfer which consent shall not be unreasonably withheld, conditioned or delayed, (ii) the transferee must satisfy the then current credit requirements of the Seller or any Holder or Co-Holder, and (iii) transferee may be charged a reasonable financing transfer tee. Owner and Seller each acknowledge and agree that Seller has entered into this Agreement in consideration of and reliance upon the creditworthiness and reliability of Owner B. ACCOMMODATIONS AND OTHER MATTERS 4. Club Accommodations. Ower shall have access to all existing and future Club Accommodations and the properties within which those Club Accommodations are located ("Club Properties"), as well as all other accommodations owned or operated by or associated with Club, wherever located. Provided however the location and specific nature of the Club Accommodations shall be subject to change in accordance with the Club Instruments (as defined below). ClubFL Page 1 of 7 No. 2001/Rev. 3-15 eVault Identitiers: T47353354-147353373: Paper Out Date: Jan 14, 2016 08:33:12 AM EST Pageld 177 DocuSign Envelope ID: 0B77COEA-13C3-41F5-8D0B-15A4FC2F0354 MIDI12222222222222 Contract Number 00219-1600048 5. Participation of Owner in Association Governance. The Articles of Incorporation, By-laws, and Regulations of the Association and the Declaration provide, among other things, for: (a) meetings of, and votes by the parties who hold Ownership in the Association (called "Owners'); (b) election of directors; and (c) use rights in Club Accommodations. 6. Control of Club Accommodations by the Association. The Association or one or more Trusts each of whose beneliciary is the Association, shall hold the deed or the lease to each Club Accommodation, free of the eilects of debt encumbrances (or with a non-disturbance agreement in place), and subject to the Declaration which, among other things: (a) is recorded or filed against each Club Accommodation; (h) provides for dedication of the Club Accommodation to the Club; and (c) establishes the Points as the currency of use in the Club. Notwithstanding the Association's or a Trust's ownership of Club Accommodations in the various Club Properties, in many instances, not all of the accommodations at a Club Property will be or become Club Accommodations and therefore, the Association will have limited, if any, right to control that Club Property. 7. Power of Attorney. The power to direct the Trustee as to all matters shall be exercised solely by the Association and by the Seller acting in accordance with the Club Instruments. The Association and the Seller may exercise that power of direction without the consent of the Owner. To the extent that the joinder of the Owner may be required to validate any act or thing done by the Association or the Seller pursuant to this power of direction, each Owner, by entry in the Club Ownership Register, grants to the Association and to the Seller a special power of attorney for these purposes, to the extent permitted by applicable law, coupled with an interest that cannot be revoked as set forth in Section 7.5 of the Declaration. 8. The Club. The Club is governed by, among other things, the Declaration; the Articles of Incorporation and By-laws for the Association; Trust Agreements, if any, and the regulations, as each may be lawfully amended or supplemented from time to time (all such governing documents, as so amended, "Club Instruments"). In addition, because many Club Accommodations are located within Club Properties that are themselves operated as condominiums or timeshare programs, those Club Accommodations are subject to declarations, articles of incorporation and by-laws for the association managing such property and the rules and regulations of the condominium and/or timeshare programs being operated thereon ("Club Property Instruments"). The Club Instruments, together with the Club Property Instruments, will govern many aspects of ownership, use and operation of the Club and the Club Accommodations, including, without limitation, (a) reservations; (h) the number of persons permitted to occupy each Club Accommodation; (c) guest policies; (d) fees; (e) rental of Club Accommodations by Owners and by the Club and others; (t) charges for use of specific facilities at each Club Property; (g) personal conduct and behavior; (h) check-in and check-out times, and (i) care and maintenance of Club Accommodations and related facilities and amenities. The Ownership conveyed by this Agreement shall be held by Owner subject to each of the provisions of the Club Instruments and the Club Property Instrument. 9. Development and Management of Club. Seller has developed the Club and has caused accommodations in Club Properties to be transferred to the Association or a Trust for the benefit of the Association in exchange for the proceeds of sale as well as exclusive marketing rights, and the right to add additional properties. Pursuant to a Management Agreement between Seller and/or one or more atliliates of Seller, and the Association, Seller or such affiliate will also manage the Club, the Association and those Club Properties which are not part of other timeshare or condominium programs. C. POINTS USE 10. Club Program. The benefits and obligations of Ownership are determined by the number and types of Points assigned to the Ownership. (a) Use. Points may be used to reserve Club Accommodations that are available through the Club on a space available basis. The number of Points required for occupancy of any Club Accommodation will be based on numerous factors, including, without limitation, the season, location, unit size and type, and day of the week. (b) Issuance. Points are renewed annually (or, in the case of Biennial Points, every other year) throughout the term of the Ownership, at the beginning of Owner's Use Year, in the total number of Points purchased by Owner. (c) Additional Points. Owner may purchase additional Points from the Seller at any time alter the date of this Agreement, subject to the following: (i) the Points are available; (ii) Owner is not in default under this Agreement; (iii) the Owner is in good standing with the Association; (iv) the then current price is paid; and (v) if Seller finances the purchase, Owner satisfies Seller's then current credit requirements. D. QUALIFICATIONS AND CONDITIONS TO PURCHASE ASSOCIATION MEMBERSHIP 11. Legal Capacity. Owner represents that Owner is a person or entity with the legal capacity to enter into this Agreement. 12. Non-Investment Purchase. Owner represents that Owner is purchasing an Ownership for the purpose of recreational and social use, and not for financial profit. E. CONTRACTUAL STANDARDS 13. 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 Club Accommodations and the Club Properties in which they are located, except that this limitation of liability shall not apply in cases of negligence of the Seller, Manager or Association. Owner also agrees to maintain liability and property damage insurance in connection with any motor vehicle's) brought to the Club Accommodations, in amounts customarily carried on such vehicle(s). ClubFL Page 2 of 7 No. 2001/Rev. 3-15 Vaul Identifiers: T47.353354-147.5.3373: l'aper Our Date: Jan 14.2017 18:33:12 AM EST Case 6:20-cv-00330-PGB-EIK. Document 27-9 Filed 05/26/20 Page 4 of 8 PageID 178 DocuSign Envelope ID: 0B77COĚA-1303-41F5-8D0B-15A4FC2F0354 01102222222222222 Contract Number 00219-1600048 14. Owner Default. Owner shall be in default under this Agreement if Owner fails to pay on time, keep any promise, or fulfill any agreement or obligation contained herein or in any of the documents or instruments relerenced herein. Without limiting the scope of the prior sentence, obligations include obtaining the written consent of Seller or any Holder or Co-Holder to transfer any part of the Ownership which is subject to outstanding amounts financed and owed to Seller or any Holder or Co-Holder. In the event of a default by Owner, Owner shall not be entitled to reserve, use, or occupy any Club Accommodation, or to exercise any other rights, benefits, or privileges appurtenant to Owner's Ownership. Owner's default in the performance of any of Owner's obligations under this Agreement on or before Closing shall entitle Seller to terminate this Agreement immediately and all of Owner's rights, benelits, and privileges hereunder. Upon such termination, Seller shall cause Escrow Agent 10 deliver to Seller, all sums of money previously paid by Owner hereunder as liquidated damages and not as a penalty as Seller's exclusive remedy for Owner's default. To the extent Owner has paid any assessments or other amounts to the Association prior to Closing, those amounts shall also be forfeited and retained by the Association. (b) If Owner ſails to timely perform any of Owner's obligations under this Agreement or the Club Instruments alter Closing, Owner shall be in default and Seller or any Holder or Co-Holder may enforce the Seller Security Interest (as described in Section 15 of this Agreement) against Owner's Ownership (and the proceeds thereof) in accordance with this Agreement. Upon the occurrence of any such failure, Seller or any Holder or Co-Holder shall give Owner written notice thereof and if Owner has not cured the applicable failure within thirty (30) days after Seller or any Holder or Co-Holder gives such notice, Owner shall be in default under this Agreement and Seller or any Holder or Co-Holder may enforce the Seller Security Interest in accordance with Section 15 below. 15. Remedies/Security Interest. To secure compliance with Owner's obligations hereunder, Owner hereby grants to Seller and any Holder or Co-Holder a security interest ("Seller Security Interest") in the Ownership purchased under this Agreement and all proceeds therefrom (collectively the "Collateral"). The Seller Security Interest constitutes a lien on the Collateral. The Seller Security Interest and lien shall remain in effect as long as there are obligations of Owner in favor of Seller or any Holder or Co-Holder to be fulfilled under this Agreement. No waiver by Seller, the Association, 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 hy Owner or any other party listed as owner in the future. Each Owner signing below hereby appoints each other Owner signing below as his or her agent for dealing with Seller and any Holder or Co-Holder of this Agreement for any purpose. Upon the occurrence of a default described in Section 14 above, Seller or any Holder or Co-Holder of this Agreement may choose, to the extent permitted by applicable law, one or more of the following remedies: (a) declare the entire unpaid balance of the Purchase Price and Processing Fee immediately due and payable, unless prohibited by law, (h) foreclose the lien created by the Seller Security Interest and sell or retain the Ownership in satisfaction of Owner's obligations hereunder, or exercise any other right under Article 9 of the applicable Uniform Commercial Code: (c) terminate the Ownership and retain all amounts previously paid by Owner as compensation for damages incurred in proceeding pursuant to this Agreement (Seller and Owner agree that in such case it would be impractical or extremely difficult to fix the actual damage and therefore, the amounts previously paid by Owner are a fair and reasonable estimate of Seller's actual damages for such deſault); (d) suspend use rights, including, but not limited to, cancelling any existing and future reservations; (e) sue for the unpaid balance due hereunder: (1) deny request to transfer Owner's Ownership and Points in the Club Ownership Register, and/or (g) pursue any other remedy allowed by law, except Seller cannot terminate this Agreement or foreclose against the Ownership without the consent of the Holder or Co-Holder of any right to the unpaid balance due hereunder. 16. Additional Creditor. The right to receive payment of the Purchase Price and Processing Fee under this Agreement belongs to Seller, but could be assigned, collaterally or absolutely, to another creditor (such creditor is referred to herein as a "Holder" or "Co-Holder"). This Agreement, together with all security interests, rights of enforcement and payment due hereunder, is freely assignable by Seller, its successors and assigns. 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. 17. General Provisions. Except as otherwise set forth under Section 42 entitled "Purchaser's Nonwaivable Right to Cancel" below, any written notice required or desired to be given hereunder shall be deemed given when personally delivered or alter three (3) days deposit in the U.S. Mail, first class postage prepaid or one (1) day alter acceptance by a nationally recognized overnight courier service, addressed to the address given herein or such subsequent address as is given by proper notice or when sent by lacsimile to any facsimile number given by one party to the other. This Agreement, and any and all other documents executed at the same time as this Agree nent, constitutes 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. Except as otherwise provided herein, this Agreement shall be binding upon and henelit 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 ellect. Unless terminated in accordance with the terms of this Agreement, this Agreement shall survive the issuance of the Ownership and the Ownership Certificate and the registration thereof in the Club Ownership Register and shall survive the final payment toward the purchase hereunder. 18. Owner Responsibility. Transler or abandonment of the Ownership does not relieve Owner of Owner's obligations hereunder unless such transfer or abandonment of the Ownership is agreed to by the Association, the Seller and/or any Holder or Co-Holder of any right to the unpaid balance duc under this Agreement. 19. Modifications and Changes. Seller reserves the right to make changes in the Club Instruments for the purpose of correcting errors in the preparation and tiling of all documents relating to the Club where necessary to establish the validity and enforceability of the Club Instruments. Seller reserves the right to add additional real property interests to the Club as provided in the Club Instruments. Seller further reserves the right to make clerical or typographical corrections in any documents related to this Agreement. ClubFL Page 3 of 7 No. 2001/Rev. 3-15 eVauli Identitiers: 147353354-047353373: Paper Out Date: Jan 14, 2016 08:33:12 AM EST Case 6:20-cv-00330-PGB-EJK. Document 27-9 Filed 05/26/20 Page 5 of 8 Pageld 179 DocuSign Envelope ID: 0877COĚA-1303-41F5-8D0B-15A4FC2F0354 101112222222222222 Contract Number 00219-1600048 F. ASSESSMENTS - ASSOCIATION'S SECURITY INTEREST 20. Regular Assessments. The current annual Regular Assessment for Owner's Ownership is $6,496.96 (U.S. Funds), based on the formula and rate of annual Regular Assessments currently established by the Association pursuant to the Club Instruments. Regular Assessments may be increased annually subject to the Club Instruments. Regular Assessments shall be used for Club Costs, including maintenance and operation of Club Accommodations (including for reserves) and operation and management of the Club, all as more particularly described in the Club Instruments. 21. Special Assessments and Taxes. The Association may levy special assessments subject to the Club Instruments. The Owner is also responsible for any tax that might be assessed by a civil taxing authority on the purchase of Owner's Ownership or the use of any Club Accommodations. For the purpose of ad valorem assessment, taxation and special assessments, the managing entity will be considered the taxpayer as your agent pursuant to Section 192.037, Florida Statutes. 22. Individual Charges. Owner must pay separately for extra benefits including, but not limited to, iſ available, food, storage, extra maid service, purchase of goods, use of equipment, furnishings or facilities not normally provided as part of the Club Accommodation or the Club Property in which it is located, and exchange program services if available. 23. No Warranties. SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY CONCERNING THE CLUB ACCOMMODATIONS OR CLUB PROPERTIES, INCLUDING ANY WARRANTIES, STATUTORY OR OTHERWISE, OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS MAY BE REQUIRED BY LAW AS OF THE DATE HEREOF. ACCORDINGLY, ANY REPAIRS TO THE CLUB ACCOMMODATIONS OR CLUB PROPERTIES NOT COVERED BY RESERVES MAY RESULT IN A SPECIAL ASSESSMENT. 24. Damage Charges. Owner must pay, as an Individual Charge, any cost of repair or replacement for any damage caused by Owner, Owner's family or guests, or anyone else that Owner allows or permits to occupy a Club Accommodation during Owner's reserved use period. 25. Association's Remedies/Security Interest. To secure compliance with the Club Instruments, Owner hereby grants to the Association a Security Interest (the "Association Security Interest") in Owner's Ownership and all proceeds thereof (i.e., the Collateral), which Association Security Interest is subject to and subordinate to the Seller Security Interest. The Association Security Interest shall remain in effect as long as Owner's Ownership remains in effect. Upon a breach by, or failure of, Owner to perform any of Owner's obligations under the Club Instruments, which breach or failure extends beyond any notice, cure and/or grace periods specifically provided for in the Club Instruments, the Association may, among other things (the Club Instruments describe all of the Association's rights and remedies for an Owner default thereunder): (a) foreclose the lien provided by the Association Security Interest, subject to any Seller Security Interest then in existence, and sell or retain Owner's Ownership in satisfaction of Owner's obligations to the Association or exercise any other right under Article 9 of the applicable Uniform Commercial Code; (b), iſ the Seller Security Interest no longer exists, terminate the Ownership; (c) suspend the Owner's rights to use the Points ascribed to Owner's Ownership and in certain instances, the Owner's rights to occupy a Club Accommodation for which the Owner had previously obtained a reservation; (d) sue the Owner personally for all amounts due to the Association; (e) deny request to transfer Owner's Ownership and Points in the Club Ownership Register: and/or (1) pursue any other right or remedy allowed by law, subject, however, to the Seller Security Interest (if still in ellect) and subject to the terms and provisions of the Club Instruments. G. PURCHASE PRICE, FINANCE CHARGE, AND PAYMENTS 26. Purchase Price. Owner agrees to pay Seller the Purchase Price in U.S. Funds (less other Credits/Discounts) together with a Closing Pee, a document processing lee ("Processing Fee") described in Section 29 Credit Terms and the credit service charge ("Finance Charge") as described in Section 30 below. Payments shall be credited list on the interest then due, then on principal. Interest will begin to accrie on the date hereof. This Installment Contract provides for an interest rate of Eleven 49/100 (11.49%) per annum. This amount is required to he included in the calculation of the Annual Percentage Rate and Finance Charge. 27. Closing Fee. Owner agrees pay a $30.00 Closing Fee, which Seller will pay to First American Title Insurance Company. 28. Processing Fee. Owner understands and agrees to pay Seller a Processing Fee of $349.00 which is charged to all buyers whether paying in cash or buying on credit to cover various processing services related to the sale including administration and preparation of various documents related to the sale. These services are separate and distinct from the services that Seller performs as settlement agent. Together, the Purchase Price. Processing Fee, Closing Fee and Finance Charge constitute the "Total Sale Price". ClubFL Page 4 of 7 No. 2001/Rev. 3-15 eVault Talentifiers: 147353354-D47353373: Paper Our Date: Jan 14, 2016 08:33:12 AM EST PageID 180 DocuSign Envelope ID: 0B77COEA-13C3-41F5-8D0B-15A4FC2F0354 112222222222222 Contract Number 00219-1600048 29. Credit Terms. Disclosures Required By: Federal Truth In Lending Act, and State Law. Creditor: WYNDHAM VACATION RESORTS, INC., 6277 Sea Harbor Dr. Orlando, FL 32821. FINANCE CHARGE Amount Financed Total of Payments Total Sale Price ANNUAL PERCENTAGE RATE The cost of your credit as a yearly rate: The dollar amount the The amount of credit credit will cost you: provided to you or on The amount you will The total cost of your have paid alter you purchase on credit including have made all your down payment of: payments as scheduled: your behalt: 1 $144,861.68: 11.19 $43,149.70 $62,156.30 $105,306.00 S250,167.68 Your payment schedule will be: No. of payments: Amount of Each Payment: Payments are due monthly, on the same date each month 120 S877.55 Beginning: 02-19-2016 AP: $190,376.00 Contract No. 000401308259 001851403576 0.00 $144,501.30 Late Charge: You will be charged a late charge of $10.00 or the maximum permitted by applicable law for each payment that is more than ten (10) days late. Security Interest: You are giving the Seller and the Association a security interest in the Ownership being purchased. Prepayment: If you prepay the balance due, there will be no penalty. Variable Rate: By enrolling in the Auto Pay Plan ("APP"), Owner's Annual Percentage Rate disclosed above reflects a reduction of one-half percent (%) (the "Reduction") over the Annual Percentage Rate that would otherwise apply. The Annual Percentage Rate disclosed above will automatically increase by the amount of the Reduction in the event any one of the following occurs: (a) Owner discontinues participation in the APP: (b) Owner's financial institution is unable or unwilling to participate, or (c) Seller or any Holder or Co-Holder discontinues Owner's participation for reasonable cause. Any increase in the Annual Percentage Rate will take the form of higher payment amounts. For example, if your loan were for $10,000.00 at 17.49% for 7 years and the rate increased to 17.99%, your regular payment would increase by approximately $5.00. Contract Reference: Owner should refer to this Agreement for information about nonpayment, default, the right to accelerate maturity of Owner's payment obligation, prepayment rebates, penalties, and other creditor remedies. ITEMIZATION OF AMOUNT FINANCED 1. Gross Purchase Price $ 316,000.00 6. State and Local Taxes: $ 0.00 2. Discounts/Other Credits: $ 109,331.02 7. Closing Fee (Paid 10 Escrow Agent): $ 30.00 3. Payments/Trade In: $ 144,501.30 8. Total Cash Price: $ 207,047.98 4. Net Cash Price (Paid to Seller): $ 206,668.98 9. Down Payment: $ 144,891.68 5. Processing Fee (Paid to Seller): $ 349.00 10. Amount Financed:* 62,156.30 *If applicable, includes retinancing an existing loan plus any unpaid interest. 30. Change in Law. If a law, which applies to this Agreement and which sets maximum finance charges, is finally interpreted so that the interest or other charges collected or to be collected in connection with this Agreement exceed the permitted limits, then: (i) any interest and/or other charges will automatically be reduced by the amount necessary to reduce the interest rate and/or charges to the permitted limit, retroactively eflective as of the date of this Agreement, and as though this Agreement originally provided for the reduced interest rate, finance and/or other charge, as the case may be; and (ii) any sums already collected from Owner which exceeded permitted limits will be refunded to Owner. The Holder or Co-Holder may choose to make this refind by reducing the principal Owner owes under this Agreement by making a direct payment to Owner. Il a reliumd reduces principal, the reduction will be treated as a partial prepayment. 31. Other Charges. The Association, the Seller and any Holder or Co-Holder each have the right to collect charges per dishonored check up to the maximum permitted by applicable law. For late or missed payments, to the extent permitted by law, you may also be charged any cost incurred in the attempted collection of a delinquent assessment, including reasonable collection agency lees which may be based on a percentage amount over and above the delinquent assessment. H. MISCELLANEOUS PROVISIONS 32. Effectiveness of Agreement/Closing. This Agreement will become effective upon execution by all parties and shall be deemed to have closed (the "Closing") when all of the following conditions have occurred unless waived by Seller: (a) any applicable rescission period has expired: (b) the Owner has paid to Seller a down payment equal to not less than ten percent (10%) of the sum of the Purchase Price and the Processing Fee in immediately available finds; and (c) Seller has sullicient Points to deliver to Owner. Upon satisfaction of the conditions precedent to Closing set forth in the immediately preceding sentence, Seller represents and warrants that the transfer provided herein complies fully with Section 721.06, Florida Salutes. In no event will the Closing occur later than the first anniversary of the Contract Date and il Closing has not occurred on or prior to the date of the first anniversary of the Contract Date, this Agreement shall be deemed automatically terminated and of no further force and ellect. In the event this Agreement is automatically terminated in accordance with the provisions of the immediately preceding sentence and the Closing does not occur through no fault of Owner then within filieen (15) days after the first anniversary of the Contract Date. Owner may request Seller to retind Owner all funds paid by Owner under this Agreement. ClubFL Page 5 of 7 No. 2001/Rev. 3-15 eVaul Identiliers: 147353354-D47353373: Paper Out Date: Jan 14, 2016 08:33:12 AM EST Pageld 181 DocuSign Envelope ID: 0B77COEA-13C3-4155-8D0B-15A4FC2F0354 11111112222222222222 Contract Number 00219-1600048 33. Termination of Agreement with Blocked Persons. Under United States Presidential Executive Order 13224 (the "Executive Order"); Seller is required to ensure that it does not transact business with persons or entities determined to have committed, or pose a risk of committing or supporting: terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (the "List"). generated by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The names or aliases of these persons or entities ("Blocked Persons") are updated from time to time. In the event Seller leams that Owner's name appears on the list, Seller reserves the right to delay the Closing pending Seller's investigation into the matter. If Seller is advised and/or determines that Owner is a Blocked Person, Seller reserves the right to terminate this Agreement and/or to take all other actions necessary to comply with the requirements of the Executive Order. The provisions of this Section will survive Closing and/or termination of this Agreement. 34. Purchase Money Protection. All payments made by the owner shall be protected by a surety bond held by First American Title Insurance Company, 2300 Maitland Center Parkway, Suite 201, Maitland, Florida 32751 ("Escrow Agent"), from the date of sale until Closing has occurred. 35. Vacation Interest Policy. Owner will be provided a vacation interest insurance policy covering the Ownership at no additional charge. 36. Definition of Terms. All capitalized terms not otherwise defined within this Agreement shall have the meaning given to them in the Club Instruments. 37. Electronic Signatures. Owner(s) agrees that if this Agreement is signed electronically by the Owner(s), it is a transferable record. 38. Refund. In the event Owner cancels this Contract during the ten (10) day cancellation period, Seller will reſund to Owner all payments made under this Agreement. Refund shall be made to Owner by Seller within twenty (20) days after Seller's receipt of notice of cancellation, or within five (5) days after Seller's receipt of funds from Owner's cleared check, whichever is later. 39. Multisite Plan Documents. The developer is required to provide the Managing Entity of the multisite timeshare plan with a copy of the approved Public Offering Statement text and exhibits filed with the division and any approved amendments thereto, and any other component site documents as described in Section 721,07 or Section 721.55 Florida Statutes, that are not required to be filed with the division, to be maintained by the Managing Entity for inspection as part of the books and records of the plan. 40. Resale. Any resale of this timeshare interest must be accompanied by certain disclosures in accordance with Section 721.065, Florida Statutes. 41. Receipt for Documents. NOTICE TO BUYER (OWNER): Owner acknowledges that the Owner has received a completed copy of this Agreement, required Public Offering Statement, Club Articles, Club By-laws, Declaration prototype and guidelines, and that the Owner has been given a satisfactory opportunity to read this Agreement. (a) Do not sign this Agreement before you read it or if it contains any blank spaces. (b) You are entitled to an exact copy of the Agreement you sign at the time you sign it. Keep it to protect your legal rights. ClubFL Page 6 of 7 No. 2001/Rev. 3-15 eVault Identifiers: T47357354-D47353373: Paper Out Date: Jan 14.2016 08:33:12 AM EST PageID 182 DocuSign Envelope ID: 0B77COEA-13C3-41F5-8DOB-15A4FC2F0354 M11112222222222222 Contract Number 00219-1600048 42. "Purchaser's Nonwaivable Right to Cancel". You may cancel this Agreement without any penalty or obligation within ten (10) calendar days after the date you sign this Agreement or the date on which you receive the last of all documents required to be given to you pursuant to section 721,07 (6), Florida Statutes, whichever is later. If you decide to cancel this Agreement, you must notify the Seller in writing of your intent to cancel. Your notice of cancellation shall be effective upon the date sent and shall be sent to Wyndham Vacation Resorts, Inc., Attention: Account Servicing Operations - Rescission Department at: P.O. Box 94443, Las Vegas, Nevada 89193 or 10750 West Charleston Boulevard, Suite 130, Las Vegas, Nevada 89135. Any attempt to obtain a waiver of your cancellation right is void and of no effect. While you may execute all Closing documents in advance, the Closing, as evidenced by delivery of the deed or other document, before expiration of your ten (10) day cancellation period, is prohibited.* Paula Litton DocuSigned by: DocuSigned by: 1/5/2016 X Owner legal name as appearson PPOBACZkfFit4A1on) Date Signed 1/5/2016 YocuSigned by: oh yame as appears on valid identification) Date Signed Windy Kelley Print Name Drogenkletlen Cara Kelley Print Name Dale, $92846 1C16F117211247C... 1204 Dunham Cr Street Address Joint and several if more than one Owner Helena City AL State 35080 Zip Phone (area code) (205) 664-1723 WYNDHAM VACATION RESORTS, INC. and PTVO Owners Assortimente 1/6/2016 X Authorized Agent 86ECCBEAB7CA455... Date Signed Valerie Kirby Email Address windyk@bellsouth.net Principal Contact **Notify" shall mean that a written notice of cancellation is delivered, by any means which may include certified mail return receipt requested, to WYNDHAM VACATION RESORTS, INC. Any notice of cancellation shall be considered given on the date postmarked if mailed, or when transmitted from the place of origin if telegraphed. If given by means of a writing transmitted other than by mail or telegraph, the notice of cancellation shall be considered given at the time of delivery at the place of business of the Seller. ClubFL Page 7 of 7 No. 2001/Rev. 3-15 eVault Identitiers: T47353354-D47353373: Paper Out Date: Jan 14, 2016 08:33:12 AM EST