Autovest, L.L.C. v. Matthew Collins

IN THE DISTRICT COURT IN AND FOR OKLAHOMA COUNTY STATE OF OKLAHOMA Autovest, L.L.C., Plaintiff, vs. MATTHEW COLLINS, Defendant(s). Case No. PETITION COMES NOW the Plaintiff, Autovest, L.L.C., and for its cause of action against MATTHEW COLLINS, would allege and state as follows: JURISDICTION AND VENUE 1. Autovest, L.L.C., is a foreign limited liability company with its principal place of business located at 26261 Evergreen Road, Southfield, Michigan. 2. Defendant, MATTHEW COLLINS, is an individual residing in Oklahoma County, State of Oklahoma. 3. The claim alleged herein arose out of a contractual agreement between the parties. BREACH OF CONTRACT 4. Autovest, L.L.C. re-alleges and incorporates by reference all allegations made in Paragraphs 1-3 as if fully stated herein. 5. On June 26, 2015, the Defendant executed a Retail Installment Sales Contract ("Contract") in the amount of $14,600.00 to purchase a DODGE RAM 1500 VIN 1D7HA18N56S633263. (Attached hereto as Exhibit "A" is a true and correct copy of the Contract.) The Retail Installment Sales Contract was subsequently assigned to Autovest, LLC, the current owner of the account. (Attached hereto as Exhibit "B" is a true and correct copy of the Assignment.) 6. To further secure payment on the contract the Defendant granted a security interest in the above referenced property. 7. The date of last payment on this account was on March 4, 2016 and no further payments were made thereafter. Because the Defendant defaulted on the contract the previous owner and holder of the contract repossessed and sold the above-described property. 8. The proceeds from the sale were not sufficient to pay the entire outstanding balance and as such, the Defendant remains liable for the deficiency balance as set forth herein. 9. Autovest, L.L.C. is filing this action for breach of contract to recover the unpaid balance of $10,981.26, with interest thereon at the applicable post judgment statutory rate per annum from the date of judgment, plus costs and fees provided for by the terms of the Contract. WHEREFORE premises considered, Autovest, L.L.C. demands judgment against the Defendant for the remaining balance of $10,981.26, with interest thereon at the applicable post judgment statutory rate per annum from the date of judgment, plus costs and attorneys fees provided for by the terms of the Contract and any other relief this court deems just and proper. Respectfully submitted, Scott F. Lehman, OBA #15908 Troy J. McPherson, OBA #32071 Hunter M. Siex, OBA #33271 Latham, Steele, Lehman, Keele, Ratcliff, Freije & Carter, P.C. 1515 E 71st Street, Suite 200 Tulsa, OK 74136 (918) 970-2099 Attorney for Autovest, L.L.C. THIS IS AN ATTEMPT TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. RETAIL INSTALLMENT SALE CONTRACT - SIMPLE FINANCE CHARGE (WITH ARBITRATION PROVISION) Borrower Name and Address (including County and Zip Code) MATTHEW P. COLLINS 13338 HICKORY DRIVE OSHAWA ON 7620 Co-Buyer Name and Address (including County and Zip Code) N/A Seller/Creditor (Name and Address) DAVID STANLEY DODGE 7629 SE 25TH ST WESTSIDE CITY OK 75118 You, the Buyer and/or Co-Buyer if any, may buy the vehicle below for cash or on credit. By signing this contract, you agree to buy the vehicle on credit. Under the agreements on the front and back of this contract, you agree to pay the Seller Credit (estimated net) out of the proceeds of the Amount Financing and Finance Charge in U.S. funds according to the payment schedule below. We will figure your finance change on a daily basis. The Truth-in-Lending Disclosures (below) are part of this contract. <table> <tr> <th>Year/Used/Miles</th> <th>Value and Model</th> <th>Color</th> <th>Vehicle Identification Number</th> <th>Primary Use for Which Purchased</th> <th>Purpose: Dealership</th> <th>Rent/Lease</th> <th>Other/Unrelated</th> <th>Subsidy</th> <th>Rental</th> </tr> <tr> <td>USED</td> <td>2008 FONT TRU</td> <td>IMX 1589</td> <td>L129462 1071/18958573263</td> <td>N/A</td> <td></td> <td></td> <td></td> <td></td> <td></td> </tr> </table> FEDERAL TRUTH-IN-LENDING DISCLOSURES <table> <tr> <th>Annual Percentage Rate</th> <th>Finance Charge</th> <th>Your Loan Amount</th> <th>Total of Payments</th> <th>Total Sales Price</th> </tr> <tr> <td>21.00%</td> <td>$4,492.80</td> <td>$14,456.80</td> <td>$20,000.80</td> <td>$15,092.80</td> </tr> </table> Your Payment Schedule Will Be: <table> <tr> <th>Number of Payments</th> <th>Amount of Payment</th> <th>Type of Payment</th> <th>Days from Purchase</th> <th>Term/Length</th> </tr> <tr> <td>72</td> <td>351.95</td> <td>N/A</td> <td>20/09/2015</td> <td>N/A</td> </tr> <tr> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> </tr> </table> Late Charge: If payment is not received as set within 10 days after its due date you will pay a late charge of $5.00, or in the event that payments that are late, will be increased by a dollar. Prepayment: If you pay off all of your loan early, you will have to pay a penalty. Security Interest: You are giving a security interest in the vehicle to the purchaser. Additional Information: See this contract for more information including information about repayment, amount, due dates repayment in full during the acceleration date and security interests. FINANCING OF AMOUNT FINANCED <table> <tr> <th>Cash Price (Amount)</th> <th>Loan Amount</th> </tr> <tr> <td>2008 DODGE MAGNUM</td> <td>$14,456.80</td> </tr> <tr> <td>Deductible Rebate</td> <td>N/A</td> </tr> <tr> <td>Down Payment</td> <td>N/A</td> </tr> <tr> <td>Trade In Value</td> <td>N/A</td> </tr> <tr> <td>Dealer Cash Rebates</td> <td>N/A</td> </tr> <tr> <td>Useful Life (Pan/Recap Off) Miles</td> <td>N/A</td> </tr> <tr> <td>To Date Mileage</td> <td>N/A</td> </tr> <tr> <td>Net Amount Due</td> <td>$14,456.80</td> </tr> </table> State Surety Tax: N/A Other Charges Included Amounts Paid to Others on Your Behalf <table> <tr> <th></th> <th>Amount</th> <th>Other Charges Paid</th> </tr> <tr> <td>Cost of Optional Credit Insurance</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>Other Charges</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>Government License Registration Fees</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>Other Charges (Buyer must identify who paid and describe charges)</td> <td colspan="2">N/A<br>N/A<br>N/A<br>N/A<br>N/A<br>N/A<br>N/A<br>N/A<br>N/A</td> </tr> <tr> <td>Total Other Charges Amounts Paid to Others on Your Behalf</td> <td colspan="2">$0.00</td> </tr> </table> Total Amount Financed: $14,456.80 Insurance: You may by the optional coverage even though this contract requires you to obtain credit insurance. The contract requires you to obtain credit insurance unless you notify us in writing by signing another agreement or another contract. If a third party has agreed to provide credit insurance, we cannot disclose terms and conditions of coverage. If rights remain as to another policy or arrangements, see the contract for details. Optional Credit Insurance: <table> <tr> <th>Policy Type</th> <th>Amount</th> <th>Premium</th> <th>Company</th> <th>Address</th> </tr> <tr> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> </tr> </table> Term: N/A Insurance Company: N/A Premium: N/A Other Optional Insurance: <table> <tr> <th>Type of Insurance</th> <th>Premium Due</th> <th>Insurance Company Name</th> <th>Address</th> </tr> <tr> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> </tr> </table> Other Optional Insurance Not Required to Obtain Credit (any disclosures of other optional insurance not required to obtain credit and not yet paid for): N/A This Insurance Does Not Include Coverage For Injury Or Property Damage Without Such Insurance You May Not Operate This Vehicle On Public Highways. Retained Claim Charge: You agree to pay a charge of $25.00 if you do not return this Contract signed and dated to the address above. STATE LAW DOES NOT PROVIDE FOR A 'COOLING-OFF' PERIOD OR RESCINDATION PERIOD FOR THIS CONTRACT. AFTER YOU SIGN THIS CONTRACT, YOU MAY ONLY CANCEL IF THE SELLER AGREES. HOWEVER, YOU CAN'T REASONABLY ANTEFACT CANCEL THIS CONTRACT SIMPLY BECAUSE YOU CHANGE YOUR MIND. THIS NOTICE DOES NOT APPLY TO HOME REFINANCE SALES. The Annual Percentage Rate may be negotiable with the Seller. The Seller may assign this contract and retain the right to receive a part of the Finance Charge. HOW THIS CONTRACT WAS CHANGED: This contract was changed by some amendment (change), and we advise its contents to anyone who signed it. If you believe something is missing or incorrect, contact the creditor. See notice at the bottom of this page for how to contact the creditor. The seller may change the contract by some amendment without contacting anyone (change). NOTICE TO RETAIL BUYER: Do not sign this contract in blank. You are entitled to a copy of the contract at the time you sign. Keep it to protect your rights. You agree to the terms of this contract. You confirm that before you signed this contract, we gave it to you, and you were free to read it and review it. You acknowledge that you have read both sides of this contract, including the arbitration provision on the reverse side, before signing below. You confirm that you received a completed copy and had it in copy when you signed it. Buyer Signed: [initials] Date: 04/26/15 [initials] Date: 04/26/15 Co-Buyer Signed: N/A Date N/A State agency responsible for consumer protection: AMERICAN CREDIT ACCEPTANCE LLC Assignee under the contract: N/A Assigned without approval: Assigned without assignment Assignee with approval: Assigned with assignment Assignee: DAVID STANLEY DODGE EXHIBIT A OTHER IMPORTANT AGREEMENTS 1. FINANCE CHARGE AND PAYMENTS a. We will figure Finance Charge. We will figure the Finance Charge on a daily basis at the Annual Percentage Rate on the unpaid part of the Amount Financed. b. How we will apply payments. We may apply each payment to the earned and unpaid part of the Finance Charge, to the unpaid part of the Amount Financed and to other amounts you owe under this contract in any order we choose. c. How late payments or early payments change what you must pay. We based the Finance Charge, Total of Payments, and Total Sale Price shown on the front on the assumption that you will make every payment on the due date. If the Finance Charge total of Payments and Total Sale Price were correct when you pay late and let us know you pay late, Changes may take the form of a larger or smaller final payment or, at our option, more or fewer payments at a smaller time amount than your scheduled payments with a smaller final payment. We will give you a written notice if you about these changes before the final scheduled payment is due. d. You may prepay. You may pay all or part of the unpaid part of the Amount Financed at any time without penalty. If you do so, you must pay the earned and unpaid part of the Finance Charge and all other amounts owed by the end of the month. e. Your right to refinance a balloon payment. A balloon payment is a scheduled payment that is more than twice as large as the average of your earlier scheduled payments. If you are buying the vehicle primarily for personal use and if you assure us you have the funds to refinance the balloon payment, we (the credit provider) may allow you to finance (like refinance) the terms of the refinancing will be no less favorable to you than the terms of this contract. This provision does not apply if we adjusted your payment schedule to your pre-credit or regular income. 2. YOUR OTHER PROMISES TO US a. If the vehicle is damaged, destroyed, or missing. You agree to pay us if you owe under this contract over the vehicle is damaged, destroyed, or missing. If the vehicle is sent outside of the U.S. or Canada, or sold, rented, leased, or transferred any interest in the vehicle or this contract without our written permission. You agree not to expose the vehicle to misuse, seizure, confiscation, or involuntary transfer if we permit repair, sale, storage, title, taxes, violations, or default based on the vehicle, you agree to repay the amount when we ask for it. b. Security Interest. You give us a security interest in: • The vehicle and all parts or goods put on it. • All property or goods received (repossessed) for the vehicle. • All insurance, maintenance, service, or other contracts we finance for you; and • All proceeds from insurance, maintenance services, or other contracts we finance for you. This includes any refunds or premiums of charges from the contracts. This secures payment of all you owe on this contract. It also secures your other agreements in this contract. You also agree you will not assign any part of your security interest to be placed on the title without our written permission. c. Insurance you must have on the vehicle. You agree to have physical damage insurance covering the cost of all or damage to the vehicle for the term of this contract. The insurance must cover our interest in the vehicle. If you do not have this insurance, we may, if we choose, buy physical damage insurance. If we decide to buy physical damage insurance, we will either buy insurance that covers you and the person named in the vehicle, or buy insurance that covers only our interest. If we buy either type of insurance, we will tell you which type and the charge we must pay. The charge will be the premium of the insurance and a finance charge for using our money. If we choose a higher Rate shown on the front of this contract if the vehicle is lost or damaged, you agree that we may use any insurance settlement to reduce what you owe or repay the vehicle. d. What happens to returned insurance, maintenance, service, or other contract charges. If we get a refund of insurance, maintenance service or other contract charges, you agree that we may subtract the refund from what you owe. 3. IF YOU PAY LATE OR BREAK YOUR OTHER PROMISES a. You may owe late charges. You will pay a late charge on each late payment as shown on the front. Acceptance of a late payment does not excuse your late payment or mean that you may keep making late payments. b. If you pay late, we may also take steps described below: You may have to pay all your charges once, if you break your promise above. We may demand that you pay all you owe on this contract at once. Default means: • You do not pay any payment on time; • You give false, incomplete, or misleading information in a credit application; • You start a bankruptcy or one is started against you or your property; or • You break any agreements in this contract. The amount you will owe will be the unpaid part of the Amount Financed plus the earned and unpaid part of the Finance Charge, any late charges, and any amount due under any other agreement. c. You may have to pay collection costs. If we hire an attorney who is not our salaried employee to collect what you owe, we will pay the attorney’s fee and court costs the law permits. The maximum attorney’s fee you will have to pay is 15% of the amount you owes. A court s award is subject to Court approval. d. We may take the vehicle from you. If you default, we may take (repossession), the vehicle from you, if we do so promptly and if the law allows it if your vehicle has an electronic tracking device, you agreed that we may use the device to locate the vehicle. After we take the vehicle, any accessories, equipment, and replacement parts will stay with the vehicle. If any personal items are in the vehicle, we may store them for you at your expense. If you do not ask for these items back, we may dispose of them as the law allows. e. If we repossess the vehicle, you consent to it if we take it. If we repossess the vehicle, you may try to get it back (redeem). We will tell you how much to pay to redeem. Your “right to redeem” ends when we sell the vehicle. f. We will sell the vehicle if you do not get it back. If you do not redeem, we will sell the vehicle. We will notify you a written notice of sale before selling the vehicle. g. We will apply the money from the sale, less allowed expenses, to the amount you owe. Allowed expenses are expenses we pay as a direct result of taking the vehicle, including repairing it, sales, and storage. Attorney fees and court fees are usually considered not also allowed expenses. If any money is left (surplus), we will pay it to you unless the law requires us to pay it to someone else. If money from the sale is not enough to pay off the amount you owe, you must pay the rest to us unless the law provides otherwise. If you do not pay the remainder we owe, we may charge you interest at a rate not exceeding the highest lawful rate until you pay. h. What we may do about optional insurance, maintenance, service, or other contracts. This contract may contain optional insurance, maintenance, service, or other contracts. If we demand that you pay all you owe at once or we “possess” the vehicles, we may claim benefits under these contracts and cancel them to obtain refunds of unearned charges to reduce what you owe or repay the vehicle. If your contract is a lease, and we declare the vehicle a lessee as “damaged, stolen,” we may claim benefits under these contracts and cancel them to obtain refunds of unearned charges to reduce what you owe. 4. WARRANTIES SELLER DISCLAMIS Unless the Seller makes a written warranty, or enters into a service contract within 90 days from the date of this contract, the Seller makes no warranties, express or implied, on the vehicle, and there will be no implied warranties of merchantability or of fitness for a particular purpose. This provision does not affect any warranties covering the vehicle that the vehicle manufacturer may provide. 5. Used Car Buyers Guide. The information you see on the window form for this vehicle is part of this contract. Information on window form overrides any contrary provisions in the contact or sale. Spanish Translation: Guía para compradores de vehículos usados. La información que ve en el formulario de la ventana para este vehículo forma parte de este contrato. La información en el formulario de la ventana debe ser efectiva sobre todas las disposiciones contraídas en el contrato de venta. 6. SERVICING AND COLLECTION CONTACTS You agree that we may try to contact you in writing, by e-mail, or using pre-recorded/digital voice messages, text messages, and automatic telephone dialing systems, as the law allows. You also agree that we may try to contact you in these and other ways at any address or telephone number you provide us, even if the telephone number is a cell phone number or the contact route is a change to you. 7. APPLICABLE LAW Federal law and the law of the state of our address shown on the front of this contract apply to this contract. ARBITRATION PROVISION PLEASE REVIEW IMPORTANT - AFFECTS YOUR LEGAL RIGHTS 1. EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN US DECIDED BY ARBITRATION AND NOT IN COURT OR BY JURY FINAL. YOUR RIGHT TO HAVE ANY DISPUTE BETWEEN US DECIDED IN COURT OR BY JURY FINAL MAY BE LIMITED BY THIS ARBITRATION PROVISION. ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSIDERATION OF INDIVIDUAL ARBITRATION DO NOT RELY ON THIS ARBITRATION PROVISION. 2. OUR RIGHTS AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE MIGHT HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any claim or dispute, whether in contract, tort (including (a) fraud, misrepresentation and breach of warranty, and the authenticity of the vehicle or its contents or condition or the vehicle's condition prior to your ownership or (b) negligent design or installation or operation of the vehicle) that arises out of your right to a warranty, breach of warranty, breach of contract, or breach of the representations or warranties made by us regarding the vehicle, or from any existing insurance or relationship involving any such relationship with third parties who do not replace or otherwise guarantee or assume any obligation to you under this Agreement, will be resolved by arbitration. This agreement will not affect your right to bring an action against us for actual damages or to seek injunctive relief as permitted by law. Each party will be entitled to appear personally before an arbitrator selected in accordance with the Federal Arbitration Act. An arbitrator will be selected in accordance with the Federal Arbitration Act. Any arbitrator selected shall be an independent third party. In any arbitration proceeding, the arbitrator will be prohibited from considering evidence of the existence, amount, or effect of any insurance coverage. Any arbitration proceedings shall be conducted in accordance with the Federal Arbitration Act. Each party will bear its own costs and expenses incurred in connection with the arbitration subject to our approval. You may get a copy of the rules of the arbitration organization by contacting the organization or visiting its website. Alternatives to arbitration may be selected pursuant to the applicable rules. The Arbitrator will hear arguments about the dispute and make a decision based solely on those arguments. The Arbitrator will decide the issue in favor of the party that prevails, including an award that is favorable to that party, and may award compensatory damages, treble damages, and, if you prevail, attorney’s fees. The Arbitrator will make a final and binding award. You may not appeal an Award except as provided for in the Federal Arbitration Act. You may not bring a class action or intervene in an arbitration. You may not join or consolidate multiple claims for arbitration. An arbitration award is not subject to judicial review except to enforce an Award as provided for in the Federal Arbitration Act. You may retain the right to seek remedies in small claims court within that court’s jurisdiction, unless such action is submitted to arbitration as provided herein. You may not sue for consequential or punitive damages. You may not recover attorney fees or costs. You may recover attorney fees and costs if the Arbitrator finds that any of your claims have been made in bad faith. You may not seek recovery of damages in both arbitration and in court. If the arbitration Award is not paid when due, you may seek recovery through all available legal channels, including suit for monetary judgment. You will notify the seller in writing before submitting a claim for arbitration, and in doing so you will inform them of their right to proceed with an arbitration with respect to the same claim in accordance with the Federal Arbitration Act. The designated service address included in the agreement is the address to be used for all notices required or permitted to be given by the Federal Arbitration Act. If they wish, you may submit the claim for arbitration in another jurisdiction. If you choose to submit the claim for arbitration in another jurisdiction, this arbitration agreement will not be governed by federal law but by the laws of that jurisdiction. If you choose arbitration, you should consult with an attorney regarding your rights under federal law. The Federal Arbitration Act does not affect your rights under any statute or regulation governing the sale or lease of motor vehicles. BILL OF SALE AND ASSIGNMENT American Credit Acceptance, LLC, a limited liability company formed under the laws of South Carolina with an office at 961 E Main Street, Spartanburg, SC 39302 ("Seller") hereby absolutely sells, transfers, assigns, sets-over and conveys to Security Credit Services, LLC, a limited liability company formed under the laws of MS with an office at 2653 W Oxford Loop, Oxford, MS 38655, ("Buyer") without recourse and without representations or warranties, express or implied, of any type, kind or nature except as set forth in the Agreement (hereinafter defined): (a) all of Seller's right, title and interest in and to each of the Accounts identified in the Account Schedule attached hereto as Exhibit A (the "Accounts") and the other elements of the Account Packages (as defined in the Agreement), and (b) all principal, interest or other proceeds of any kind with respect to the Accounts, but excluding any payments or other consideration received by or on behalf of Seller on or prior to October 21, 2016, with respect to the Accounts. This Bill of Sale is being executed and delivered pursuant to and in accordance with the terms and provisions of that certain Purchase and Sale Agreement made and entered into by and between Seller and Buyer dated October 21, 2016 (the "Agreement"). The Accounts and Account Packages are defined and described in the Agreement and are being conveyed hereby subject to the terms, conditions and provisions set forth in the Agreement. This Bill of Sale shall be governed by the laws of the State of Mississippi without regard to the conflicts-of-laws rules thereof. DATED: October 21, 2016 SELLER: By: American Credit Acceptance, LLC Name: Tim MacPhail Title: Chief Financial Officer STATE OF SOUTH CAROLINA) ) ss. COUNTY OF SPARTANBURG ) On October 21, 2016, before me the undersigned officer, personally appeared Tim MacPhail, who acknowledged him/herself to be the Chief Financial Officer of American Credit Acceptance, LLC, a South Carolina limited liability company, signer and sealer of the foregoing instrument, and that he/she as such officer, being authorized so to do, acknowledged the execution of the same to be his/her free act and deed as such officer and the free act and deed of said corporation. IN WITNESS WHEREOF, I hereunto set my hand. Superior Kay Brockman Commissioner of the Superior Court Notary Public Commission Date: August 5, 2020 Record Number:__________________ EXHIBIT B BILL OF SALE AND ASSIGNMENT Security Credit Services, LLC, a limited liability company formed under the laws of Mississippi with an office at 2653 W. Oxford Loop, Oxford, MS 38655 ("Seller") hereby absolutely sells, transfers, assigns, sets-over and conveys to Razor Capital, LLC, a limited liability company formed under the laws of Minnesota with an office at 8000 Norman Center Drive, Ste. 860, Bloomington, MN 55437, ("Buyer") without recourse and without representations or warranties, express or implied, of any type, kind or nature except as set forth in the Agreement (hereinafter defined): (a) all of Seller's right, title and interest in and to each of the Accounts identified in the Account Schedule attached hereto as Exhibit A (the "Accounts") and the other elements of the Account Packages (as defined in the Agreement), and (b) all principal, interest or other proceeds of any kind with respect to the Accounts, but excluding any payments or other consideration received by or on behalf of Seller on or prior to October 21, 2016 with respect to the Accounts. This Bill of Sale is being executed and delivered pursuant to and in accordance with the terms and provisions of that certain Purchase and Sale Agreement made and entered into by and between Seller and Buyer dated October 21, 2016 (the "Agreement"). The Accounts and Account Packages are defined and described in the Agreement and are being conveyed hereby subject to the terms, conditions and provisions set forth in the Agreement. This Bill of Sale shall be governed by the laws of the State of Mississippi without regard to the conflicts-of-laws rules thereof. DATED: [10/21/2016] Security Credit Services, LLC: By: ______________________________________ Name: Kaye Dreifurst Title: President STATE OF Mississippi ) ) ss. COUNTY OF Lafayette ) On 10/21/2016 before me the undersigned officer, personally appeared Kaye Dreifurst, who acknowledged herself to be the President of Security Credit Services, LLC, a Mississippi limited liability company, signer and sealer of the foregoing instrument, and that he/she as such officer, being authorized so to do, acknowledged the execution of the same to be his/her free act and deed as such officer and the free act and deed of said corporation. IN WITNESS WHEREOF, I hereunto set my hand. ______________________________ Notary Public This is to certify that American Credit Acceptance, LLC is successor in interest (directly or indirectly) to the following companies with respect to certain of our contract(s): ACA Warehouse Trust I AMERICAN CREDIT ACCE ACA AMERICAN CREDIT ACCEPT ACA, LLC AMERICAN CREDIT ACPTNC LLC American Credit Acceptance AMERICAN CRDT ACPT LLC America Credit Acceptance AMERICAN CRDT ACCEPTANCE American Acceptance AMERCN CRDT ACPT American Credit ACC AMERICAN CRDT ACPT LL American Credit Acceptanc AMERICAN CREDIT ACCEPTANCE DBA AUTO American Credit Acce AMERICAN CREDIT ACCEPTANCE DBA AUTOFINAN American Credit Acceptance Auro Finance American Credit Acceptance Corp. Auto Fin American Credit Acceptance LL Auto Finance American Credit Acceptance LLC Auto Finance National American Credit Accpt Auto Finance (a division of ACA) American Credit Acpt Corp Auto Financial American Credit Corp Cornerstone Acceptance Corp AMERICAN CR ACC Sincerely, Tim MacPhail American Credit Acceptance Chief Financial Officer Subscribed and sworn before me personally appeared Tim MacPhail, on this 12th day of July, 2016. Notary Public for the County of Spartanburg, State of South Carolina. My commission expires 6/16/2016. Notary BILL OF SALE AND ASSIGNMENT Razor Capital, LLC, a limited liability company formed under the laws of Minnesota with an office at 8000 Norman Center Drive, Ste. 860, Bloomington, MN 55437 ("Seller") hereby absolutely sells, transfers, assigns, sets-over and conveys to Autovest, L.L.C. with an office at 26261 Evergreen Road, Suite 390, Southfield, MI 48076 ("Buyer") without recourse and without representations or warranties, express or implied, of any type, kind or nature except as set forth in the Agreement (hereinafter defined): (a) all of Seller's right, title and interest in and to each of the Accounts identified in the Account Schedule attached hereto as Exhibit A (the "Accounts") and the other elements of the Account Packages (as defined in the Agreement), and (b) all principal, interest or other proceeds of any kind with respect to the Accounts, but excluding any payments or other consideration received by or on behalf of Seller on or prior to December 28, 2016, with respect to the Accounts. This Bill of Sale is being executed and delivered pursuant to and in accordance with the terms and provisions of that certain Purchase and Sale Agreement made and entered into by and between Seller and Buyer dated December 28, 2016 (the "Agreement"). The Accounts and Account Packages are defined and described in the Agreement and are being conveyed hereby subject to the terms, conditions and provisions set forth in the Agreement. This Bill of Sale shall be governed by the laws of the State of Mississippi without regard to the conflicts-of-laws rules thereof. DATED: [1/17/17] SELLER: By: Name: Christopher Winkler Title: CEO STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) On 1/17/17, before me the undersigned officer, personally appeared Christopher Winkler, who acknowledged him/herself to be the CEO of Razor Capital, LLC., a Minnesota limited liability company, signer and sealer of the foregoing instrument, and that he/she as such officer, being authorized so to do, acknowledged the execution of the same to be his/her free act and deed as such officer and the free act and deed of said corporation. IN WITNESS WHEREOF, I hereunto set my hand. Notary Public