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

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

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

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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-1