Autovest, L.L.C. v. Treshawna Richey

IN THE DISTRICT COURT IN AND FOR OKLAHOMA COUNTY STATE OF OKLAHOMA Autovest, L.L.C., ) Plaintiff, ) vs. ) TRESHAWNA RICHEY, ) Defendant(s). ) Case No. CJ-2020-1013 PETITION COMES NOW the Plaintiff, Autovest, L.L.C., and for its cause of action against TRESHAWNA RICHEY, 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, TRESHAWNA RICHEY, 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 July 3, 2015, the Defendant executed a Retail Installment Contract and Security Agreement ("Agreement") in the amount of $18,568.00 to purchase a FORD MUSTANG VIN 1ZVHT84N195108087. (Attached hereto as Exhibit "A" is a true and correct copy of the Agreement.) The Retail Installment Contract and Security Agreement 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 agreement the Defendant granted a security interest in the above referenced property. 7. The date of last payment on this account was on September 13, 2016 and no further payments were made thereafter. Because the Defendant defaulted on the agreement the previous owner and holder of the agreement 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 $12,995.02, with accrued interest in the amount of $691.09 and interest thereon at the applicable post judgment statutory rate per annum from the date of judgment, expenses in the amount of $10.00, plus costs and fees provided for by the terms of the Agreement. WHEREFORE premises considered, Autovest, L.L.C. demands judgment against the Defendant for the remaining balance of $12,995.02, with accrued interest in the amount of $691.09 and interest thereon at the applicable post judgment statutory rate per annum from the date of judgment, expenses in the amount of $10.00, plus costs and attorneys fees provided for by the terms of the Agreement 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 Contract and Security Agreement Seller Name and Address: SOUTHWEST CAR SALES 301 SW 29TH STREET OKLAHOMA CITY, OK 73109 Buyer(s) Name(s) and Address(es): treshawna richey 613 brightside dr OKLAHOMA CITY, OK 73110 Summary: No. Date: 07/03/2015 Truth-In-Lending Disclosure Annual Percentage Rate The cost of your credit as a yearly rate. 17.50 % Finance Charge The dollar amount the credit will cost you. $ 10,175.04 Amount Financed The amount of credit provided to you or on your behalf. $ 18,568.00 Total of Payments The amount you will have paid when you have made all scheduled payments. $ 28,743.04 Total Sale Price The total cost of your purchase on credit, including your down payment of $ 1,400.00 $ 30,143.04 Payment Schedule: Your payment schedule is: <table> <tr> <th>No. of Payments</th> <th>Amount of Payments</th> <th>When Payments are Due</th> </tr> <tr> <td>64</td> <td>$ 449.11</td> <td>MONTHLY BEGINNING 8/07/15</td> </tr> </table> Security. You are giving us a security interest in the Property purchased. Late Charge. If a payment is not received in full within 10 days after it is due, you will pay a late charge of 5% of the net of the payment that is late without a minimum charge of $24.50. Prepayment. If you pay off this Contract early, you may √ will not have to pay a Minimum Finance Charge. Contract Provisions. You can see the terms of this Contract for any additional information about nonpayment, default, any required repayment before the scheduled date, and prepayment refunds and penalties. Description of Property <table> <tr> <th>Year</th> <th>Make</th> <th>Model</th> <th>Style</th> <th>Vehicle Identification Number</th> <th>Odometer Mileage</th> </tr> <tr> <td>2009</td> <td>FORD</td> <td>MUSTANG</td> <td>2DR</td> <td>1ZVHT84N195108087</td> <td>82137</td> </tr> </table> Other: New [ ] Used √ Demo [ ] Description of Trade-In N/A Conditional Delivery [ ] Conditional Delivery. If checked, you agree that the following agreement regarding securing financing ("Agreement") applies: [ ] . The Agreement is part of this Contract. The Agreement will no longer control after the assignment is accepted. If there are any conflicts between the terms of the Agreement and the Contract, the terms of this Contract will apply. Sales Agreement Payment. You promise to pay us the principal amount of $ 18,568.00 plus finance charges accruing on the unpaid balance at the rate of 17.50 % per year from the date of this Contract until pas in full. Finance charges accrue on a 365 day basis. You agree to pay this Contract according to the payment schedule and late charge provisions shown in the Truth-In-Lending Disclosure. You also agree to pay any additional amounts according to the terms and conditions of this Contract. Down Payment. You also agree to pay or apply to the Cash Price, on or before the date of this Contract, any cash, rebate and net trade-in value described in the Itemization of Amount Financed. [ ] You agree to make deferred down payments as set forth in your Payment Schedule. [X] Additional Charge. You agree to pay an additional charge of $ N/A that will be [ ] paid in cash. [X] financed over the term of the Contract. [X] Minimum Finance Charge. You agree to pay a minimum finance charge of $ N/A if you pay this Contract in full before we have earned that much in finance charges. Itemization of Amount Financed a. Cash Price of Vehicle, etc. (incl. sales tax of $ ______ N/A ______) $ 16,999.00 b. Trade-in allowance $ N/A c. Less: Amount owing, paid to (includes k): $ N/A d. Net trade-in (b-c; if negative, enter $0 here and enter the amount on line k) $ 0.00 e. Cash payment $ 1,400.00 f. Manufacturer's rebate $ N/A g. Deferred down payment $ N/A h. Other down payment (describe) $ N/A i. Down Payment (d+e+f+g+h) $ 1,400.00 j. Unpaid balance of Cash Price (a-i) $ 15,599.00 k. Financed trade-in balance (see line d) $ N/A l. Paid to public officials, including filing fees $ 10.00 m. Insurance premiums paid to insurance company(ies) $ N/A n. Service Contract, paid to: ETHOS $ 2,195.00 o. Dir Svc Fee $ 199.00 p. GAP $ 565.00 q. $ N/A r. $ N/A s. $ 0.00 l. $ N/A u. $ N/A v. Total Other Charges/Amts Paid (k thru u) $ 2,969.00 w. Prepaid Finance Charge $ 0.00 x. Amount Financed (i+v-w) $ 18,568.00 We may retain or receive a portion of any amounts paid to others. Insurance Disclosures Credit Insurance. Credit life and credit disability (accident and health) are not required to obtain credit and are not a factor in the credit decision. We will not provide them unless you sign and agree to pay the additional premium. If you want such insurance, we will obtain it for you if you qualify for coverage). We are quoting below only the coverages you have chosen to purchase. Credit Life [ ] Single [ ] Joint [X] None Premium $ N/A Term ______ Insured ________________ Credit Disability [ ] Single [ ] Joint [X] None Premium $ N/A Term ______ Insured ________________ Your signature below means you want (only) the insurance coverage(s) quoted above. If "None" is checked, you have declined the coverage we offered. [ ] N/A By: ___________________________ DOB __________________ [ ] N/A By: ___________________________ DOB __________________ [ ] N/A By: ___________________________ DOB __________________ Property Insurance. You must insure the Property. You may furnish the required insurance either through existing policies of insurance owned or controlled by you or by procuring the equivalent insurance coverage through any insurance company reasonably acceptable to us. The collision coverage deductible may not exceed $ ______ N/A ________. If you get insurance from or through us you will pay $ N/A ________ for ________ N/A ________ of coverage. This premium is calculated as follows: [ ] $ N/A Deductible, Collision Cov. $ N/A [ ] $ N/A Deductible, Comprehensive $ N/A [ ] Fire-Theft and Combined Additional Cov. $ N/A [ ] N/A ______$ N/A _______ Liability insurance coverage for bodily injury and motor vehicle damage caused to others is not included in this Contract unless checked and indicated. [ ] Single-Interest Insurance. You must purchase single-interest insurance as part of this sale transaction. You may furnish the required insurance either through existing policies of insurance owned or controlled by you or by procuring the equivalent insurance coverage through any insurance company reasonably acceptable to us. If you buy the coverage from or through us, you will pay $ ______ N/A ________ for ________ N/A ________ of coverage. Rejection of Arbitration Checking the following box will not affect the terms under which we will finance and sell the Property or any of the terms of this Contract, except that the arbitration provision will not be a part of this Contract. [ ] You reject the arbitration provision of this Contract. Additional Protections You may buy any of the following voluntary protection plans. They are not required to obtain credit, are not a factor in the credit decision, and are not a factor in the terms of the credit or the related sale of the Vehicle. The voluntary protections will not be provided unless you sign and agree to pay the additional cost. Your signature below means that you want the described item and that you have received and reviewed a copy of the contract(s) for the product(s). If no coverage or charge is given for an item, you have declined any such coverage we offered. [X] Service Contract Term MONTHS, UNLIMITED MILES Price $ 2,195.00 Coverage REFER TO SERVICE CONTRACT [X] Gap Waiver or Gap Coverage Term 64 Months Price $ 565.00 Coverage ____________________________ [ ] ____________________________ Term ____________________________ Price $ N/A Coverage ____________________________ Signature ________________________________ Date 07/03/2015 By: treshawna richey By: ____________________________ Date ____________ By: ____________________________ Date ____________ Additional Terms of the Sales Agreement Definitions. "Contract" refers to this Retail Installment Contract and Security Agreement. The pronouns "you" and "your" refer to each Buyer signing this Contract, and any guarantors, jointly and individually. The pronouns "we", "us" and "our" refer to the Seller and any entity to which it may transfer this Contract. "Vehicle" means each motor vehicle described in the Description of Property section. "Property" means the Vehicle and all other property described in the Description of Property section. Purchase of Property. You agree to purchase the Property from us, subject to the terms and conditions of this Contract. Seller will not make any repairs or additions to the Vehicle except as noted in the Description of Property section. You have been given the opportunity to purchase the Property and described services for the Cash Price or the Total Sale Price. The "Total Sale Price" is the total price of the Property if you buy it over time. General Terms. The Total Sale Price shown in the Truth-In-Lending Disclosure assumes that all payments will be made as scheduled. The actual amount you will pay will be more if you pay late and less if you pay early. We do not intend to charge or collect, and you do not agree to pay, any finance charge or fee that is more than the maximum amount permitted for this sale by state or federal law. If you pay a finance charge or fee that exceeds that maximum amount, we will first apply the excess amount to reduce the principal balance and, when the principal has been paid in full, refund any remaining amount to you. You understand and agree that some payments to third parties as a part of this Contract may involve money retained by us or paid back to us as commissions or other remuneration. You agree that the Property will not be used as a dwelling. Prepayment. You may prepay this Contract in full or in part at any time. See Minimum Finance Charge section. Any partial prepayment will not excuse any later scheduled payments. If we get a refund of any unearned insurance premiums that you paid, you agree that we may subtract the refund from the amount you owe, unless otherwise provided by law. Balloon Payment. If any scheduled payment is more than twice as large as the average of your earlier scheduled payments, you may refinancing that payment when due without penalty. The terms of the refinancing will be no less favorable to you than the original terms of this Contract. This provision does not apply if we adjusted your payment schedule to your seasonal or irregular income. Returned Payment Charge. If you make any payment required by this Contract that is returned or dishonored, you agree to pay a fee of $25.00. Governing Law and Interpretation. This Contract is governed by the law of Oklahoma and applicable federal law and regulations. If any section or provision of this Contract is not enforceable, the other terms will remain part of this Contract. You authorize us to correct any clerical error or omissions in this Contract or its any related document. Name and Location. Your name and address set forth in this Contract are your exact legal name and your principal residence. You will provide us with at least 30 days notice before you change your name or principal residence. Telephone Monitoring and Calling. From time to time you agree we may monitor and record telephone calls made or received by us or our agents regarding your account to assure the quality of our service. In order for us to service the account or to collect any amounts you may owe, and subject to applicable law, you agree that we may from time to time make calls and send text messages to you using prerecorded artificial voice messages or through the use of an automatic dialing device at any telephone number you provide us in connection with your account, including a mobile telephone number that could result in charges to you. Default. You will be in default on this Contract if any one of the following occurs (except as prohibited by law): - You fail to perform any obligation that you have undertaken in this Contract and/or you fail to refrain from taking any act prohibited by this Contract. - We, in good faith, believe that you cannot, or will not, pay or perform the obligations you have agreed to in this Contract. If you default, you agree to pay our costs to realize on the Property and our reasonable attorneys' fees not in excess of 15% of the unpaid debt after default and referral to an attorney, not a salaried employee of ours. If an event of default occurs as to any of you, we may exercise our remedies against any or all of you. Remedies. If you are in default on this Contract, we have all of the remedies provided by law and this Contract. Those remedies include: - We may require you to immediately pay us, subject to any refund required by law, the remaining unpaid balance of the amount financed, finance charges and all other agreed charges. - We may pay taxes, assessments, or other liens or make repairs to the Property if you have not done so. We are not required to do so. You will repay us that amount immediately. That amount will earn finance charges from the date we pay it at the rate described in the Payment section until paid in full. - We may require you to make the Property available to us at a place we designate that is reasonably convenient to you and us. - We may immediately take possession of the Property by legal process or self-help, but in doing so we may not breach the peace or unlawfully enter onto your premises. ● We may then sell the Property and apply what we receive as provided by law to our reasonable expenses and then toward what you owe us. ● Except when prohibited by law, we may sue you for additional amounts if the proceeds of a sale do not pay all of the amounts you owe us. By choosing any one or more of these remedies, we do not give up our right to later use another remedy. By deciding not to use any remedy, we do not give up our right to consider the event a default if it happens again. You agree that if any notice is required to be given to you of an intended sale or transfer of the Property, notice is reasonable if mailed to your last known address, as reflected in our records, at least 10 days before the date of the intended sale or transfer (or such other period of time as is required by law). You agree that we may take possession of personal property left in or on the Property securing this Contract and taken into possession as provided above. You may have a right to recover that property. If the Property has an electronic tracking device, you agree that we may use the device to find the Vehicle. Obligations Independent. Each person who signs this Contract agrees to pay this Contract according to its terms. This means the following: ● You must pay this Contract even if someone else has also signed it. ● We may release any co-buyer or guarantor and you will still be obligated to pay this Contract. ● We may release any security and you will still be obligated to pay this Contract. ● If we give up any of our rights, it will not affect your duty to pay this Contract. ● If we extend new credit or renew this Contract, it will not affect your duty to pay this Contract. Warranty. Warranty information is provided to you separately. Security Agreement Security. To secure your payment and performance under the terms of this Contract, you give us a security interest in the Vehicle, all other Property, and accessions. Duties Toward Property. By giving us a security interest in the Property, you represent and agree to the following: ● You will defend our interests in the Property against claims made by anyone else. ● You will keep our claim to the Property ahead of the claim of anyone else. You will not do anything to change our interest in the Property. ● You will keep the Property in your possession and in good condition and repair. You will use the Property for its intended and lawful purposes. ● You agree not to remove the Property from the U.S. without our prior written consent. ● You will not attempt to sell the Property, transfer any rights in the Property, or grant another lien on the Property without our prior written consent. ● You will pay all taxes and assessments on the Property as they become due. ● You will notify us with reasonable promptness of any loss or damage to the Property. ● You will provide us reasonable access to the Property for the purpose of inspection. Our entry and inspection must be accomplished lawfully, and without breaching the peace. Agreement to Provide Insurance. You agree to provide property insurance on the Property protecting against loss and physical damage and subject to a maximum deductible amount indicated in the Insurance Disclosures section or as we will otherwise require. You will name us as loss payee on any such policy. Generally, the loss payee is the one to be paid the policy benefits in case of loss or damage to the Property. In the event of loss or damage to the Property, we may require additional security or assurances of payment before we allow insurance proceeds to be used to repair or replace the Property. You agree that if the insurance proceeds do not cover the amounts you still owe us, you will pay the difference. You will keep the insurance in full force and effect until this Contract is paid in full. If you fail to obtain or maintain this insurance, or name us as loss payee, we may obtain insurance to protect our interest in the Property. This insurance may be written by a company other than one you would choose. It may be written at a rate higher than a rate you could obtain if you purchased the property insurance required by this Contract. We will add the premium for this insurance to the amount you owe us. Any amount we pay will be due immediately. This amount will earn finance charges from the date paid at the rate described in the Payment section until paid in full. Gap Waiver or Gap Coverage. In the event of theft or damage to the Vehicle that results in a total loss, there may be a gap between the amount due under the terms of the Contract and the proceeds of your insurance settlement and deductibles. You are liable for this difference. You have the option of purchasing Gap Waiver or Gap Coverage to cover the gap liability, subject to any conditions and exclusions in the Gap Waiver or Gap Coverage agreements. Arbitration Provision Arbitration Provision. PLEASE READ CAREFULLY! By agreeing to this arbitration provision you are giving up your right to go to court for claims and disputes arising from this Contract: ● EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN YOU AND US DECIDED BY ARBITRATION, AND NOT BY A COURT OR BY JURY TRIAL. ● YOU GIVE UP ANY RIGHT THAT YOU MAY HAVE TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS ACTION OR CLASS ARBITRATION AGAINST US IF A DISPUTE IS ARBITRATED. ● IN ARBITRATION, DISCOVERY AND RIGHTS TO APPEAL ARE GENERALLY MORE LIMITED THAN IN A JUDICIAL PROCEEDING, AND OTHER RIGHTS THAT YOU WOULD HAVE IN COURT MAY NOT BE AVAILABLE. You or we (including any assignees) may elect to resolve any Claim by neutral, binding arbitration and not by a court action. "Claim" means any claim, dispute or controversy between you and us or our employees, agents, successors, assigns or affiliates arising from or relating to: 1. the credit application; 2. the purchase of the Property; 3. the condition of the Property; 4. this Contract; 5. any insurance, maintenance, service or other contracts you purchased in connection with this Contract; or 6. any related transaction, occurrence or relationship. This includes any Claim based on common or constitutional law, contract, tort, statute, regulation or other ground. To the extent allowed by law, the validity, scope, and interpretation of this arbitration provision are to be decided by neutral, binding arbitration. If either party elects to resolve a Claim through arbitration, you and we agree that no trial by jury or other judicial proceeding will take place. Rather, the Claim will be arbitrated on an individual basis, and not on a class or representative basis. The party electing arbitration may choose any of the following arbitration organizations and its applicable rules, provided it is willing and able to handle the arbitration: American Arbitration Association, 1633 Broadway, Floor 10, New York, NY 10019 (www.adr.org); JAMS, 1920 Main Street Suite 300, Torrance CA 90503 (www.jamsadr.com); or National Arbitration and Mediation (NAM), 990 Stewart Ave., Garden City, NY 11530 (www.namadr.com). You may get a copy of the applicable rules of these organizations by contacting them or visiting their websites. If the chosen arbitration organization's rules conflict with this arbitration provision, then the terms of this arbitration provision will govern the Claim. If none of these arbitration organizations is willing or able to handle the arbitration, the arbitrator can be selected pursuant to 9 U.S.C. Sections 6 and 6. The arbitration hearing will be conducted in the state and district where you reside, unless you and we otherwise agree. Or, if you and we do agree, the arbitration hearing can be by telephone. In connection with any arbitration, if you or us request, we shall advance your filing, administration, service or case management of your arbitrator & hearing fee, up to a total of $2,500.00. Unless the arbitrator awards them to a party, each party is responsible for the fees of its attorneys, experts, witnesses and any other fees or costs, including any amount we have advanced. An arbitrator must be a lawyer with at least ten (10) years experience and familiar with consumer credit law or a retired state or federal court judge. Except as provided below, the arbitration will be by a single arbitrator. In multi-claim award, an arbitrator shall follow governing substantive law and any applicable state regulations. The arbitrator will decide any dispute regarding the arbitrability of a claim. An arbitrator has the authority to order specific performance, compensatory damages, punitive damages, and any other relief allowed by applicable law. An arbitrator's authority to make awards is limited to awards to you or us alone. Furthermore, Claims involving you against us, or by us against you, may not be joined or consolidated in arbitration with claims brought by or against someone other than you, unless agreed to be arbitrated by all parties. No arbitration award or decision will have any precedential effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Any arbitration award shall be in writing, shall include a written reasoned opinion, and will be final and binding subject only to any right to appeal under the Federal Arbitration Act ("FAA"), 9 U.S.C. Sections 1, et seq., except that: (i) if a single arbitrator awards you less than $5,000 you shall be entitled, upon request made within 20 days after the entry of that award, to have the award set aside and the Claim re-arbitrated by a panel of three arbitrators, and (ii) if the single arbitrator awards you more than $100,000 we shall be entitled, upon request made within 20 days after the entry of that award, to have the award set aside and the Claim re-arbitrated by a panel of three arbitrators. The party requesting such re-arbitration will be required to pay the filing, administration, service or case management fee and the arbitrators and hearing fee, subject to final determination by the arbitration panel. Any court having jurisdiction can enforce a final arbitration award. You or we can do the following without giving up the right to require arbitration: • Seek remedies in small claims court for Claims within the small claims court's jurisdiction, or • Seek judicial provisional remedies If a party does not exercise the right to elect arbitration in connection with any particular Claim, that party still can require arbitration in connection with any other Claim. This arbitration provision survives any (i) termination, payoff, assignment or transfer of this Contract, (ii) any legal proceeding by you or us to collect a debt owed by the other, and (iii) any bankruptcy proceeding in which you or we are the debtor. With but one exception, if any part of this arbitration provision is deemed or found to be unenforceable for any reason, the remainder of this arbitration provision will remain in full force and effect. The one exception is that, if a finding of partial unenforceability would allow arbitration to proceed on a class-wide basis then this arbitration provision will be unenforceable in its entirety. You and we expressly agree that this arbitration provision is governed by the FAA to the exclusion of any different or inconsistent state or local law. By signing this Contract you are agreeing to the terms of this arbitration provision, unless you reject it as provided in the next paragraph. Caution: It is important that you read this arbitration provision thoroughly before you sign this Contract. By signing this Contract, you are acknowledging that you have read and understand this arbitration provision. If you do not understand something in this arbitration provision, do not sign this Contract; instead ask your lawyer. You can reject this arbitration provision by checking the box in the Rejection of Arbitration section of this Contract before you sign this Contract. If you do so, this arbitration provision will not be a part of this Contract, but all the rest of this Contract will continue to be binding and effective. Notices Note. If the primary use of the Vehicle is non-consumer, this is not a consumer contract, and the following notice does not apply. NOTICE. ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER. If you are buying a used vehicle: The information you see on the window form for this vehicle is part of this contract. Information on the window form overrides any contrary provisions in the contract of sale. SI compra un vehículo usado: La información que ve adherida en la ventanilla forma parte de éste contrato. La información contenida en el formulario de la ventanilla prevalece por sobre toda otra disposición en contrario incluida en el contrato de compraventa. Third Party Agreement In this section only, "you" means only the person signing this section. By signing below you agree to give us a security interest in the Property described in the Description of Property section. You also agree to the terms of this Contract except that you will not be liable for the payments it requires. A lien/interest in the Property may be used to satisfy the Buyer's obligation. You agree we may renew, extend or change this Contract, or release any party or Property without releasing you from this Contract. We may take these steps without notice or demand. You acknowledge receipt of a completed copy of this Contract. N/A By: ___________________________ Date: ______________________ Signature Notices The Annual Percentage Rate may be negotiable with the Seller. The Seller may assign this Contract and retain its right to receive a part of the Finance Charge. Arbitration. This Contract contains an Arbitration Provision that affects your rights. Signatures Entire Agreement. Your and our entire agreement is contained in this Contract. There are no unwritten agreements regarding this Contract. Any change to this Contract must be in writing and signed by you and us. [Signature] 07/03/2015 By: treshawna richey Date N/A By: Date N/A By: Date Notice to Buyer. 1. Do not sign this Contract before you read it or if it contains any blank spaces. 2. You are entitled to a completely filled-in copy of this Contract. By signing below, you agree to the terms of this Contract. You received a copy of this Contract and had a chance to read and review it before you signed it. Buyer [Signature] 07/03/2015 By: treshawna richey Date N/A By: Date N/A By: Date Seller SOUTHWEST CAR SALES [Signature] 07/03/2015 By: Date EXHIBIT B BILL OF SALE AND ASSIGNMENT OF ACCOUNTS GFC LENDING LLC, a limited liability company organized under the laws of Arizona with an office at 1720 W Rio Salado Parkway, Tempe, AZ 85281 ("Seller") hereby absolutely sells, transfers, assigns, sets-over and conveys to Autovest L.L.C., a limited liability company organized under the laws of Michigan with an office at 26261 Evergreen Rd., Ste. 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 (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 March 31, 2017, 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 Loan Sale Agreement made and entered into by and between Seller and Buyer dated July 7, 2016 (the "Agreement"). The Accounts are defined and described in the Agreement and are being conveyed hereby subject to the terms, conditions and provisions set forth in the Agreement. Seller makes no representations, warranties or covenants to Buyer other than as expressly set forth in the Agreement. This Bill of Sale shall be governed by the laws of the State of Arizona without regard to the conflicts-of-laws rules thereof. DATED: May 2, 2017 SELLER: By: ________________________________ Name: Colin Bachinsky Title: President STATE OF ARIZONA) COUNTY OF MARICOPA) On May 2, 2017, before me the undersigned officer, personally appeared Colin Bachinsky, who acknowledged him/herself to be the President of GFC LENDING LLC, an Arizona 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. Commissioner of the Superior Court Notary Public TONYA GUSTKE Notary Public - State of Arizona MARICOPA COUNTY My Commission Expires January 14, 2018 EXHIBIT C LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that GFC LENDING LLC an Arizona limited liability company ("Seller"), with respect to those certain purchased Accounts, described in that certain Loan Sale Agreement dated July 7, 2016 (the "Agreement") between Seller and Autovest L.L.C., a Michigan limited liability company ("Buyer"), hereby names, constitutes and appoints Buyer, or any of its authorized agents, employees or representatives, its duly authorized attorney and agent with limited power and authority as it relates to the Accounts to (i) endorse checks and other negotiable instruments which may be received by Buyer; (ii) perfect, maintain, and release any security interests; (iii) transfer and obtain any titles, evidence of ownership or Account Documents; (iv) settle any insurance claims or litigation and apply for any insurance, warranty or sales tax refunds; (v) file any transfer of claim associated with a filed bankruptcy claim; (vi) transfer or release any judgment; (vii) file or execute any document related to the collection of the Accounts; and (viii) to perform any and all acts relating to the Accounts which the undersigned was entitled to do as the owner of said Accounts. Notwithstanding the foregoing, however, the undersigned expressly withholds and excludes from this grant of power and authority to its Attorney-in-Fact the power to sign declarations on behalf of the undersigned, or to contractually bind the undersigned in any other respects, except those granted by this Limited Power of Attorney. Further, no right or authority is granted to the Attorney-in-Fact to substitute another attorney-in-fact in its place and stead under this Limited Power of Attorney or to sue in the name or on behalf of the undersigned. Any third party without actual notice may rely upon this power granted under this Limited Power of Attorney upon the exercise of such power by the Attorney-in-Fact named herein that all conditions precedent to such exercise of power have been satisfied and that this Limited Power of Attorney has not been revoked in its entirety or with respect to any particular receivable unless an instrument of revocation or exclusion has been executed and delivered to any such third party. This Limited Power of Attorney is not intended, nor shall it be construed, to (1) grant powers to the Attorney-in-Fact not specifically authorized herein or (2) impair any indemnification of the undersigned by the Attorney-in-Fact. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement. EXECUTED this 2nd day of May, 2017, Seller: GFC LENDING LLC By: [Signature] Name: Colin Bachinsky Title: President STATE OF ARIZONA) ) ss. COUNTY OF MARICOPA) On May 2, 2017, before me the undersigned officer, personally appeared Colin Bachinsky, who acknowledged him/herself to be the President of GFC LENDING LLC, an Arizona 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. [Signature] Commissioner of the Superior Court Notary Public Record Number: ______________________ EXHIBIT I AFFIDAVIT OF SALE OF ACCOUNT State of Arizona, County of Maricopa. Colin Bachinsky being duly sworn, deposes and says: I am over 18 and not a party to this action. I am the President of GFC LENDING LLC ("Originating Creditor"). In that position I am a custodian of the creditor's books and records, and am aware of the process of the sale and assignment of electronically stored business records. On or about May 2 2017, Originating Creditor sold a pool of charged-off accounts ("Accounts") by a Loan Sale Agreement and a Bill of Sale to Autovest L.L.C. ("Buyer"). As part of the sale of the Accounts, electronic records and other records were transferred on individual Accounts to Buyer. These records were kept in the ordinary course of business of Originating Creditor. I am not aware of any errors in these Accounts. The above statements are true to the best of my knowledge. Dated: May 2, 2017 Colin Bachinsky Sworn to before me May 2, 2017. (Notary Stamp) Record Number:____________________ CERTIFICATE OF CONFORMITY The undersigned does hereby certify that s/he is an attorney at law duly admitted to practice in the State of Arizona; that s/he makes this affidavit in accordance with the requirements of the Clerk of the New York City Courts pertaining to the acknowledgement of the proof of the Affidavit of Sale of Accounts By Original Creditor; that the foregoing acknowledgement of Jon Ehlinger named in the foregoing instrument taken before Tonya Gustke, a notary in the State of Arizona, being the state in which it was taken, and based upon my review thereof, conforms with the law of Arizona, as to the purpose for which it is submitted and filed. Sworn to before me May 2, 2017 Jon Ehlinger, Esq.