Preview
FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER
(Debt Buyer Actions)
The undersigned, being dulysworn, deposes and says:
1. I am an employee of Bluestem Brands,Inc.("Debt and
Seller"), I have personal kñcw|êdge ofand
access toDebt Seller'sbooks and records ("Business Records"),includingelectronicrecords,
relatingto a poolof charged-offconsumer creditaccounts purchased by orassigned to the Debt
Selierfrom WEBBANK on November 27,2018 (the"Purchase"), which included theaccounts
("Accounts") ofthe consumers ("Consumers") identifiedin theexhibitsattached hereto and
incorporated herein. As partof the Purchase,WEBBANK assigned all of
itsinterestin theAccounts
to Debt and
Seller, it transferredBusinessRecords relatingto the Accounts to Debt Seller.
The
receivablesassociated with theAccounts, serviced by Debt Selleron behalfof Santander Consumer
USA, Inc.("SCUSA"), were likewisetransferred toDebt Selleras partof the Purchase.
2. In my position,I also
have personal knowledge of Debt Seller's
procedures for creatingand
maintaining itsBusinessRecords, includingitsprocedures to
relating the purchase, saleand
assignment of consumer creditaccounts. Debt Seller'sBusiness Records were made in theregular
course ofbusiness, and it wasthe regularcourse ofsuch business to make the Business Records.
The Business Records were made at ornear the time ofthe events recorded. Based on my
knowledge of Debt Seller's
Business Records, I havepersonal kñcw|êdge ofthe factssetforth in
thisaffidavit.
3. On November 28, 2018,Debt Seller
sold or assigneda pool ofcharged-off consumer credit
eccounts to JeffersonCapitalSystems, LLC (the"Sale"),which included the Accounts ofthe
Consumers. At that time,Debt Sellerassigned allofitsinterestinthe Accounts, includingSCUSA's
interestin thereceivables,and includingthe righttoany proceeds from the Accounts, toJefferson
CapitalSystems, LLC. As partof theSale,Business Records relatingtothe Accounts were
transferredto JeffersonCapitalSystems, LLC. Priorto the Sale,those BusinessRecords had been
created and maintained in theordinarycourse of Debt Seller's
business. A trueand correct copy of
the bill
of saleor writtenassignment ofthe Accounts is attachedas an exhibittothisaffidavit.
4. At thetime of Sale,each Consumer owed the amount set forthopposite theirname in an exhibit
attached hereto and made a parthereof, which alsosetsforth the amount ofthe charge-off
balance and, thetotalamounts, if applicable,
ofany post-charge-off interest
and post-charge-off
fees and less post- charge-offcreditsor payments made or on behalf ofeach
charges, any by
respectiveConsumer.
The above statements are trueand correct to thebest of my personal knowledge.
Date: December 27, 2018
ignature
PhilipOtt
Name
Sworn to before me this 27 day
of December, 2018.
LINDAKAYELOGER
NotaryPublic
Minnesota
My comm!EdenExpires
Notary Public Jan3L 2023
1 SCUSA
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FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
Affidavit
ofFacts and Sale ofAccount -SCUSA_11282018
CERTIFICATE OF CONFORMITY
STATE OF MINNESOTA
COUNTY OF HENNEPIN
The undersigned does hereby certifythat he/she isan attorney atlaw duly admitted to practicein theState
of Minn-esota, and isa residentof Hennepin county, inthe State ofMinnesota; that he/she is a personduly
qualified to make thiscertificateof conformity pursuant to thelaws of the State of Minnesota; thatthe
foregoing acknowledgment by PhilipOtt named in the foregoing instrument taken before Linda Loger a
notary in the State of Minnesota was taken on 12/27/2018 in the manner prescribed by such laws ofthe
State of Minñêsota, theState in which itwas taken; and that it conform-c with such laws and is
being duly
in allrespectsvalid and effective insuch state.
.
12/27/2018
Date atlaw forthe ateof Minnesota - JulieWingert
2 of 15
FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
DELQ 1118 BSBINC 201811
FINGERHUT SCUSA RECEIVABLES FORWARD FLOW
EXB]BIT B
ASSiGNMENT AND BILL OF SALE
Bluestem Brands, Inc., for itselfand as agent forSantander Consumer U.S.A. ("SCUSA")
collectively
("Seller")has enteredintoa PurchaseAgreement ("Agreement") dated,February 27th,
2017 forthe saleof Accounts and Receivables,described in Schedule 1 hereto (the"Pachased
Accounts"), to Jefferson
Capital Sÿstems, LI£ ("Buyer") upon the terms and ennditinrid
set forth
inthat Agreement.
This ASSIGNMENT AND BILL OF SALE isfor thePurchased Accounts delivered,as further
described inSchedule 1 which is heretiy
included by =famnce, deliveredby Sellerto Buyer.
NOW, THEREFORE, forgood and valuable consideration,Seller hereby sells,assigns and
transfersto Buyerallofthe Seller's title
rights, and interestineach and everyone of the Purchased
Accounts described in theAgreement.
This ASSIGNMENT AND BILL OF SALE is executedwithout recourse orwarranties exceptas
statedand provided for herein and.within the Agreement. All òf theinformation cantainad in
Seller'sAccounts Information (a) Seller's
constitutes own business recordsregardingthe Purchased
Accounts and (b) accmately reflectsinallmaterial respectsthe informationabout the Purchased
Accounts inSeller'spossession. Allof Seller's
Accounts Information bas becokept in thereguleir
course ofSeller'sbusiness,and was made or compiled at ornear the time
of the eventand recorded
by (or from informationtransmittedby) a person (i)with knowledge ofthe data enteredintoand
maintained bnainm
in Seller's recordsor who
(ii) causedthe data to be entered
intoand maintained
inSeller'sbusinessincords. Itis theregularpracticeof Seller's
businessto maininin and compile
such data.
Buyer and Selleragree thatthePurchase Price shallbe as stated
in theClosing Statement,attached
to theAgreement.
Capi9!ind terms used butnot definedhereinwillhave the meanings given them in the Ameement.
IN WITNESS WHEREOF, .Sellerhas signed and delivered.thisle2ment on the 28 day of
November 2018.
Bluestem Inc.
1jirands, - .. .
T es . .P & Credit
President, Services
Bluestem Brands, Inc.
as Ågent nderCenfu . .
e: EVP & C edit
President, Services
2
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FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
PINGERHUT FORWARD FIAW
SCUSA RECEIVABLES
. . EXHIBIT D
AFFIDAVff OF SALE OF ACCOUNTS BY ORIO1NAL CREDITOR OR ACOUIRER (WE8BANK)
STATE OF UTAH
COUNTY OF SALT LAKE
JonSarpnt, beingduty sworn, deposesandsays:
1. I am over 18andnot a party,nor employedby a party, to the saleof certaineccountsby BloestemBrands, loc. to jciferson
Capital SystemsLLC. I am Connoller of WebBank. in that capacity, I am awareof gheprocessof the saleandassignment
of electronleallystoredbusinessrecords.
1 WebBank owned certain accounts and instructed its servicer, BluestesnBrands Inc., to maintain and record cenaic
information in the recordsas they relateto suchaccounts. 1am authori2ndto makethe statementsand representationsset
fosth in this affedaviton behalf of WebBanit
The statementaset forth herein are ane and correct basedon my personal
knowledge,my review of the businessrecordsof WebBank,or representationsmadeby BluestemBrands,Inc.
3. My duties includehaving knowledgeof, and accessthrough WebBank's servicer,BluesternBrands,Inc., to censinbusiness
recordsselatingto the Accounts(asdefinedbelow). hse
recordsare kept by WebBank'sservicer,.BlucatemBrands,inc.,
on behalfof WebBankIn theregularcourseof businese.
4. On of about November27, 2013, WebBank("Transferor") transferred(or causedto be transferred)or otherwiscconveyed
cestaincharged-offaccounts(the "Accounts") to BluesIcm Brands, Inc. ("Transferee"). Pursuantto the relatedbill of sale
for such Accounts. ITansferortransferred,assigned,andconveyedtoTransfereeand its successorsandpermittedassigns,all
right, titic and laterestthe Transferorheld in the Accountsitee and cicar of any tien creasedby Transferor.exceptfor any
interestof 'lTansfereeand its affiliates. WebBankowned certainaccounts.Following the creation of receivablesrelating to
theseaccounts(the "Receivablef'), the ium:sivehissweretransferred(or causedto be transferred)or otherwiseconveyedto
BluestemBrands,Inc.
5. the servicerof the Accountsfrom the origination of abeAccountsthrough November27, 2018.
BluestemBrands, Inc. we
In its role as servicerof the Accounts,during the period WebBank owned the Accounts, Bluestem Drands,Inc. kept and
maintainedbusinessreconis on behalfof WebBank in the segularcourseof business,and it was in the regular courseof
businessof BluestemBrands, Inc. for as employeeor representativewith personalknowledgeof the act, eventcondition or
or secordsor to transmit informudan thereofto be includedin suchrnemorandumor
oplaion recordedto makemesnorandum
secordsat or nearthe time of occurrence.
6. The abovestatementsaretrus to thebestof my knowledget .
FURTHIERAFFIANT SAYIfrH NOT.
Signedthis day of November,20t8.
astk'
ad d inc this day of November,2018,by Jon Sargent,ancmployceof WebBank.
-
EVANG
OUSTINB111005
NotaryPublic• 5tateof Utah
Comm.No.690862
on
My commisalonEmpires
CERTIFICATE OF CONFORMITY
STATE OF UTAH "
CITY OF SALT LAKE
I ama rnemberof the Utah StateBar andlicensedto pactice law in the Stateof Utah. h
he foregaingswomstatement
fonn of
and the form of the notarycertificalc eachcomplieswith the lawsof the Stateof Utah, which is the statein which thestatementis
given, and if propertyswamandexecutedqualifiesasa valid andeffectiveaffldavit in theStateof Utah.
Wttomeyat law in taleof U -
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FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
FINGERHUTSCUSARECEIVABLES FORWARD FLDW
EXHIBIT E
AFFlDAVIT OF SALE
OF ACCOUNT
BY DEBT SELLER
State ofMinnesota,
County of Hennepin.
Jim Slavikbeing duly sworn,deposes and says:
I am over 18 and nota pantyto this
action.I am theEVP & President,Cadit Services ofBluestem
Brands, ("Bluestem").
Inc., In that capacity,
I am a custodian
of certain
books and recordsofBluestem
and certainofitssubsidiariesand affiliates "Debt
(altogether, Selle ), andam aware·of the process
ofthe sale and assigrunent
ofelectronicallystoredbusiness records.
Bluestem owns certain
accounts, and maintainsand recordsinformation in the records
as theyrelate
to such accounts.
Iam authorizedto make and repmsentations
the statements set forth
in this
affidavit
on behalfof Bluestem. Bluestem agent
is the ofSantander Consumer U.S.A. ("SCUSA"). SCUSA
owns certain receivablesassociated with the accounts, and . Bluestemmaintains and records
infarmationin the records
as theyrelatetosuch receivables.I am authon-d to make the state-ats
and representations
set forth
in this
affidaviton behalfofSCUSA, The statementsset forth
hereinare
true and cormet to thebest of my knowledge, information, and belief,based on eitherpersonal
knowledge or review ofthe businessrecords ofthe Bluestem.
As a custodian of records forBluestem my dutiesinclude having knowledge of, and access to,
businessreconisrelatingto the Accountsand Receivables(as definedbelow).These recordsare kept
by Bluestem in the regular
course of business,
and it was in the regular
courseof businessof Bluestem
foran employee or representative
with personalknowledge of theact,event,condition,or opinion
recorded to make memorandum or recordsor to transmit
informationthereof to be included
in such
memorandum and
or records; thatthe scords were made at or near
the timeof theact and/orevent
iicordedor reasonablysoon thereaAer.
On November 286, 2018 Bluestem sold a·poolof charged-offaccòunts (the"Accounts") by
a Pumhase and Sale Agreement and a Billof. Sale.to
JeffersonCapital Systems, LLC FBuyer").
WebBank had previously sold, assignedand conveyed theAccounts to Bluestem pursuant to a
Charged OffAccount Purchase Agreement, datedJanuary 10, 2013 (the "WebBank Agreement").
The original
cmditor was CIT Bank for accounts originatedbetween September 29, 2003 and
February 16, 2010; MetaBank foraccounts.originated between February 17,2010 and June 30,
2012 or WebBank for accounts originated between July 1,2012 and the present MetaBank
previouslysold,assigned and conveyed to WebBank theAccounts prior
originated toJuly 1, 2012,
pursuantto an Account TransferAgreement dated June28, 2012 (the"MetaBank Agreement"). CIT
previously sold,assigned and conveyed the Accounts originated:prior
to February 17,2010, to
MetaBank pursuant to an Account. Transfer Agreement dated February 5, 2010 (the "CIT
Agmement"). Copies of the Bills of Sale associated:with each of the WebBank Agreement,
MetaBank Agreement and CIT Agreement are attachedto this
Affidavit.
WebBank had previouslysold,assigned and conveyed the Receivablesto Bluestempursuant
to a ProgramAgreement, datedApril 19, 2013(the"Program Agreement").
On November 28a',2018 Bluestem soldthe receivablesassociatedwith the Accounts (the
"Receivables")bya Purchase and Sale Agreement and a Bill
of Sale to Buyer.
Bluestem has all rights
8
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FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
FINGERHIII SCUSA RECEIVABLES FORWARD FLOW
and authoritytosell,assignand convey said ReceivablestoBuyer as agentforSCUSA pursuantto
the Program Agreement.
Pursuant tothe sale,Debt Sellersold,transfered,assigned,conveyed, granted,bargained, set over
and deliveredto Buyer and its successors
and assigns,good and marketable title
to the Accountsand
the Receivables and any unpaid balance freeand clearofany encumbrance, equity, lien,
pledge,
charge,claim or security I am not
interest. aware of any enorsin theAccounts or the Receivables.
In connectionwith thesale ofthe Accounts and theReceivables,elect=nic and other recordswere
transferred
to or otherwise
made availableto the Buyer(the"TransferredRaords"). The Transferred
Records are keptby Bluestem inthe regularcourse ofbusiness,and it wasin theregularcourse of
business of Bluestem an employee or representativewith personal knowledge of theact,event,
condition,or opinionacorded to make memorn=him or recordsor to transmit
informationthereofto
be included in suchmemorandum or records;and thattherecords were made at ornear the timeof
the act and/or
eventrecordedor reasonablysoon thereaAer. that the Transferred
To the extent Records
include recordsthatwere prepared by a third
party,they that
are records were incorporatedintothe
recordsof Bluestemas a business
recordand the accuracyof such records upon
are relied by Bluestem
inthe regularconne ofbusiness.
The above statements to the
are true best of
my knowledge.
gned Sliis8 of.N . . unoa mys tocen
NotaryPublic
MyCommission
Empires
& President,Credit Services
luestem Brands,Inc.
Subscribed and swom to beforeme this28 day ofNovemh-, 2018 by Jim Slavik,EVP & President,
CreditServices.
Notary Public
CERTIFICATE OF CONFORMITY
STATE OF MINNESOTA
COUNTY OF HENNEPIN
The undersigned does hereby that
certify he/she at law
is an attorney duly admitted in the
to practice
Stateof Minnesota and is a resident
ofHennepin County, in theStateofMinnesota; thathe/sheis a
person duly qualifiedto make thiscertificate
of confe-h; pursuant tothe laws of the Stateof
Minnesota; that theforegoing acknowledgment by Jim Slaviknamed in the fonigoinginstrument
taken beforea notaryin theStateof Minnesota was taken in themanner presenbed by suchlaws of
the Stateof Minnesota, beingthe Statein which itwas taken, and thatitduly conf-.s with such
laws and is in all
respectsvalidand effectiveinsuch state.
Dated: November 28*, 2018 .Attorn t 1 the StateofMinnesota
Linzey
9
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FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
,
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
FINCERHUT FORWARD FLOW
SCUSA RECElVAlILES
. EXHIBIT F
BILL OF SALE OF ORiGiNAL CREDITOR OR ACQUIRER (WEBS.^=t)
FOR VALUE RECEIVED, and subjectto the termsand conditionsof the Charged-
(a A enanmt
Off Account Purchase Agreement Purchase Agreement") between WebBank ("Bank")
and Bluestem Brands, Inc.,datedJanuary 10,2013, Bank does hereby assign
transfer, and convey
toBhmean Brands, Inc.,as ofthe date hereofallright,title
and of
interest Bank inand tothose
certainCharged-Off Accounts described in Schedule 1 attachedhereto and made a part hereoffor
allpurposes. Terms used herein shallhave the :==ings set forthin the Account Purchase
Agreement.
This BILL OF SALE isexecuted withoutrecourse and without representationof
any warranty of or otherwise,
collectability expressed or implied.
Dated this day of November, 2018.
WEBBANK
Title:Controller
7 of 15
FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021
ofanyalleged
evidence priororalagreement
orofanalleged
contemporaneous
oralagreement Youhave
therighttooptoutofthisArbitration
butyoumayonlydosointhefirst30days
provision,
between
youandus, afterthefirsttransaction
isposted
toyourAccount
Inorder
tooptout,youmustwriteusatWebBank/
Fingerhut
Arbitration, StCloud,
P.0.Box1250, MN56395-1250.
Youmustinform
usofyourdecision
WebBank
review
Arbitration.
Please thisprovision Itprovides
carefully. thatanydispute
mayberesolved
Arbitration
arbitration. replaces tooptout,andsignthenotice
therighttogotocourtandtherighttohaveajury
bybinding Credit A
a dispute.
decide Under yourrightsmaybesubstantially
thisprovision, limitedintheeventof ThisArbMret!en
provision
shallsurvive
repayment
ofyourextension
ofcredn
andtermination
ofyour
adispute.
YoumayoptoutofthisArbitration
provision themstructions
below. Account
ThisA itrationprovision ThisistheAgreement
whichcov
byfoHowing ismademconnection
withinterstate andshallbe
commerce,
govemed Arbitration purchases
youmakewithFinger
thisAgreement,
Byaccepting unless theinstructions
youoptoutbyfollowing youagree
below, that bytheFederal Act,9 USC
Sections
1through
16.If anypartofthisArbitration
provision
isdetermined spaces
intended
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eitheryouorwe,atoursolediscretion,
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outoforrelating tobevoidor unenforceable,
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orourrelationship
resolved Ifarbhration
arbitration. ischosen considered
nullandvoid;however,
it shallnotaffectthevalidity
oftherestofthisAgreement
bybinding byany records.
party,neither incourtortohaveajurytrial
younorwewillhavetherighttolidgate
thatdispute CreditBureau
Disputes.
If youbelieve
weinaccurately
reported
credhhistory
information
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onthatdisputefic-artitrctim YoucanuseyourAccount
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agency, orwritetousat:Credit
Inaddition,
youwillnothave
therighttoparticipate
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ormember
ofanyclassof toaccept
yourAccount,
andtopa
Bureau P.0.Box1250,
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Reporting StCloud,
MN56395-1250.
Please
include
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claimants subject
toanydisputetoarbitration.
Thearbitrator's
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mayrequire
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reflecting thatyoubelieve
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Arbitration before
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Forpurposes "dispute"
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Preview
FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER (Debt Buyer Actions) The undersigned, being dulysworn, deposes and says: 1. I am an employee of Bluestem Brands,Inc.("Debt and Seller"), I have personal kñcw|êdge ofand access toDebt Seller'sbooks and records ("Business Records"),includingelectronicrecords, relatingto a poolof charged-offconsumer creditaccounts purchased by orassigned to the Debt Selierfrom WEBBANK on November 27,2018 (the"Purchase"), which included theaccounts ("Accounts") ofthe consumers ("Consumers") identifiedin theexhibitsattached hereto and incorporated herein. As partof the Purchase,WEBBANK assigned all of itsinterestin theAccounts to Debt and Seller, it transferredBusinessRecords relatingto the Accounts to Debt Seller. The receivablesassociated with theAccounts, serviced by Debt Selleron behalfof Santander Consumer USA, Inc.("SCUSA"), were likewisetransferred toDebt Selleras partof the Purchase. 2. In my position,I also have personal knowledge of Debt Seller's procedures for creatingand maintaining itsBusinessRecords, includingitsprocedures to relating the purchase, saleand assignment of consumer creditaccounts. Debt Seller'sBusiness Records were made in theregular course ofbusiness, and it wasthe regularcourse ofsuch business to make the Business Records. The Business Records were made at ornear the time ofthe events recorded. Based on my knowledge of Debt Seller's Business Records, I havepersonal kñcw|êdge ofthe factssetforth in thisaffidavit. 3. On November 28, 2018,Debt Seller sold or assigneda pool ofcharged-off consumer credit eccounts to JeffersonCapitalSystems, LLC (the"Sale"),which included the Accounts ofthe Consumers. At that time,Debt Sellerassigned allofitsinterestinthe Accounts, includingSCUSA's interestin thereceivables,and includingthe righttoany proceeds from the Accounts, toJefferson CapitalSystems, LLC. As partof theSale,Business Records relatingtothe Accounts were transferredto JeffersonCapitalSystems, LLC. Priorto the Sale,those BusinessRecords had been created and maintained in theordinarycourse of Debt Seller's business. A trueand correct copy of the bill of saleor writtenassignment ofthe Accounts is attachedas an exhibittothisaffidavit. 4. At thetime of Sale,each Consumer owed the amount set forthopposite theirname in an exhibit attached hereto and made a parthereof, which alsosetsforth the amount ofthe charge-off balance and, thetotalamounts, if applicable, ofany post-charge-off interest and post-charge-off fees and less post- charge-offcreditsor payments made or on behalf ofeach charges, any by respectiveConsumer. The above statements are trueand correct to thebest of my personal knowledge. Date: December 27, 2018 ignature PhilipOtt Name Sworn to before me this 27 day of December, 2018. LINDAKAYELOGER NotaryPublic Minnesota My comm!EdenExpires Notary Public Jan3L 2023 1 SCUSA 1 of 15 FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 Affidavit ofFacts and Sale ofAccount -SCUSA_11282018 CERTIFICATE OF CONFORMITY STATE OF MINNESOTA COUNTY OF HENNEPIN The undersigned does hereby certifythat he/she isan attorney atlaw duly admitted to practicein theState of Minn-esota, and isa residentof Hennepin county, inthe State ofMinnesota; that he/she is a personduly qualified to make thiscertificateof conformity pursuant to thelaws of the State of Minnesota; thatthe foregoing acknowledgment by PhilipOtt named in the foregoing instrument taken before Linda Loger a notary in the State of Minnesota was taken on 12/27/2018 in the manner prescribed by such laws ofthe State of Minñêsota, theState in which itwas taken; and that it conform-c with such laws and is being duly in allrespectsvalid and effective insuch state. . 12/27/2018 Date atlaw forthe ateof Minnesota - JulieWingert 2 of 15 FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 DELQ 1118 BSBINC 201811 FINGERHUT SCUSA RECEIVABLES FORWARD FLOW EXB]BIT B ASSiGNMENT AND BILL OF SALE Bluestem Brands, Inc., for itselfand as agent forSantander Consumer U.S.A. ("SCUSA") collectively ("Seller")has enteredintoa PurchaseAgreement ("Agreement") dated,February 27th, 2017 forthe saleof Accounts and Receivables,described in Schedule 1 hereto (the"Pachased Accounts"), to Jefferson Capital Sÿstems, LI£ ("Buyer") upon the terms and ennditinrid set forth inthat Agreement. This ASSIGNMENT AND BILL OF SALE isfor thePurchased Accounts delivered,as further described inSchedule 1 which is heretiy included by =famnce, deliveredby Sellerto Buyer. NOW, THEREFORE, forgood and valuable consideration,Seller hereby sells,assigns and transfersto Buyerallofthe Seller's title rights, and interestineach and everyone of the Purchased Accounts described in theAgreement. This ASSIGNMENT AND BILL OF SALE is executedwithout recourse orwarranties exceptas statedand provided for herein and.within the Agreement. All òf theinformation cantainad in Seller'sAccounts Information (a) Seller's constitutes own business recordsregardingthe Purchased Accounts and (b) accmately reflectsinallmaterial respectsthe informationabout the Purchased Accounts inSeller'spossession. Allof Seller's Accounts Information bas becokept in thereguleir course ofSeller'sbusiness,and was made or compiled at ornear the time of the eventand recorded by (or from informationtransmittedby) a person (i)with knowledge ofthe data enteredintoand maintained bnainm in Seller's recordsor who (ii) causedthe data to be entered intoand maintained inSeller'sbusinessincords. Itis theregularpracticeof Seller's businessto maininin and compile such data. Buyer and Selleragree thatthePurchase Price shallbe as stated in theClosing Statement,attached to theAgreement. Capi9!ind terms used butnot definedhereinwillhave the meanings given them in the Ameement. IN WITNESS WHEREOF, .Sellerhas signed and delivered.thisle2ment on the 28 day of November 2018. Bluestem Inc. 1jirands, - .. . T es . .P & Credit President, Services Bluestem Brands, Inc. as Ågent nderCenfu . . e: EVP & C edit President, Services 2 3 of 15 FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 PINGERHUT FORWARD FIAW SCUSA RECEIVABLES . . EXHIBIT D AFFIDAVff OF SALE OF ACCOUNTS BY ORIO1NAL CREDITOR OR ACOUIRER (WE8BANK) STATE OF UTAH COUNTY OF SALT LAKE JonSarpnt, beingduty sworn, deposesandsays: 1. I am over 18andnot a party,nor employedby a party, to the saleof certaineccountsby BloestemBrands, loc. to jciferson Capital SystemsLLC. I am Connoller of WebBank. in that capacity, I am awareof gheprocessof the saleandassignment of electronleallystoredbusinessrecords. 1 WebBank owned certain accounts and instructed its servicer, BluestesnBrands Inc., to maintain and record cenaic information in the recordsas they relateto suchaccounts. 1am authori2ndto makethe statementsand representationsset fosth in this affedaviton behalf of WebBanit The statementaset forth herein are ane and correct basedon my personal knowledge,my review of the businessrecordsof WebBank,or representationsmadeby BluestemBrands,Inc. 3. My duties includehaving knowledgeof, and accessthrough WebBank's servicer,BluesternBrands,Inc., to censinbusiness recordsselatingto the Accounts(asdefinedbelow). hse recordsare kept by WebBank'sservicer,.BlucatemBrands,inc., on behalfof WebBankIn theregularcourseof businese. 4. On of about November27, 2013, WebBank("Transferor") transferred(or causedto be transferred)or otherwiscconveyed cestaincharged-offaccounts(the "Accounts") to BluesIcm Brands, Inc. ("Transferee"). Pursuantto the relatedbill of sale for such Accounts. ITansferortransferred,assigned,andconveyedtoTransfereeand its successorsandpermittedassigns,all right, titic and laterestthe Transferorheld in the Accountsitee and cicar of any tien creasedby Transferor.exceptfor any interestof 'lTansfereeand its affiliates. WebBankowned certainaccounts.Following the creation of receivablesrelating to theseaccounts(the "Receivablef'), the ium:sivehissweretransferred(or causedto be transferred)or otherwiseconveyedto BluestemBrands,Inc. 5. the servicerof the Accountsfrom the origination of abeAccountsthrough November27, 2018. BluestemBrands, Inc. we In its role as servicerof the Accounts,during the period WebBank owned the Accounts, Bluestem Drands,Inc. kept and maintainedbusinessreconis on behalfof WebBank in the segularcourseof business,and it was in the regular courseof businessof BluestemBrands, Inc. for as employeeor representativewith personalknowledgeof the act, eventcondition or or secordsor to transmit informudan thereofto be includedin suchrnemorandumor oplaion recordedto makemesnorandum secordsat or nearthe time of occurrence. 6. The abovestatementsaretrus to thebestof my knowledget . FURTHIERAFFIANT SAYIfrH NOT. Signedthis day of November,20t8. astk' ad d inc this day of November,2018,by Jon Sargent,ancmployceof WebBank. - EVANG OUSTINB111005 NotaryPublic• 5tateof Utah Comm.No.690862 on My commisalonEmpires CERTIFICATE OF CONFORMITY STATE OF UTAH " CITY OF SALT LAKE I ama rnemberof the Utah StateBar andlicensedto pactice law in the Stateof Utah. h he foregaingswomstatement fonn of and the form of the notarycertificalc eachcomplieswith the lawsof the Stateof Utah, which is the statein which thestatementis given, and if propertyswamandexecutedqualifiesasa valid andeffectiveaffldavit in theStateof Utah. Wttomeyat law in taleof U - 4 of 15 FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 FINGERHUTSCUSARECEIVABLES FORWARD FLDW EXHIBIT E AFFlDAVIT OF SALE OF ACCOUNT BY DEBT SELLER State ofMinnesota, County of Hennepin. Jim Slavikbeing duly sworn,deposes and says: I am over 18 and nota pantyto this action.I am theEVP & President,Cadit Services ofBluestem Brands, ("Bluestem"). Inc., In that capacity, I am a custodian of certain books and recordsofBluestem and certainofitssubsidiariesand affiliates "Debt (altogether, Selle ), andam aware·of the process ofthe sale and assigrunent ofelectronicallystoredbusiness records. Bluestem owns certain accounts, and maintainsand recordsinformation in the records as theyrelate to such accounts. Iam authorizedto make and repmsentations the statements set forth in this affidavit on behalfof Bluestem. Bluestem agent is the ofSantander Consumer U.S.A. ("SCUSA"). SCUSA owns certain receivablesassociated with the accounts, and . Bluestemmaintains and records infarmationin the records as theyrelatetosuch receivables.I am authon-d to make the state-ats and representations set forth in this affidaviton behalfofSCUSA, The statementsset forth hereinare true and cormet to thebest of my knowledge, information, and belief,based on eitherpersonal knowledge or review ofthe businessrecords ofthe Bluestem. As a custodian of records forBluestem my dutiesinclude having knowledge of, and access to, businessreconisrelatingto the Accountsand Receivables(as definedbelow).These recordsare kept by Bluestem in the regular course of business, and it was in the regular courseof businessof Bluestem foran employee or representative with personalknowledge of theact,event,condition,or opinion recorded to make memorandum or recordsor to transmit informationthereof to be included in such memorandum and or records; thatthe scords were made at or near the timeof theact and/orevent iicordedor reasonablysoon thereaAer. On November 286, 2018 Bluestem sold a·poolof charged-offaccòunts (the"Accounts") by a Pumhase and Sale Agreement and a Billof. Sale.to JeffersonCapital Systems, LLC FBuyer"). WebBank had previously sold, assignedand conveyed theAccounts to Bluestem pursuant to a Charged OffAccount Purchase Agreement, datedJanuary 10, 2013 (the "WebBank Agreement"). The original cmditor was CIT Bank for accounts originatedbetween September 29, 2003 and February 16, 2010; MetaBank foraccounts.originated between February 17,2010 and June 30, 2012 or WebBank for accounts originated between July 1,2012 and the present MetaBank previouslysold,assigned and conveyed to WebBank theAccounts prior originated toJuly 1, 2012, pursuantto an Account TransferAgreement dated June28, 2012 (the"MetaBank Agreement"). CIT previously sold,assigned and conveyed the Accounts originated:prior to February 17,2010, to MetaBank pursuant to an Account. Transfer Agreement dated February 5, 2010 (the "CIT Agmement"). Copies of the Bills of Sale associated:with each of the WebBank Agreement, MetaBank Agreement and CIT Agreement are attachedto this Affidavit. WebBank had previouslysold,assigned and conveyed the Receivablesto Bluestempursuant to a ProgramAgreement, datedApril 19, 2013(the"Program Agreement"). On November 28a',2018 Bluestem soldthe receivablesassociatedwith the Accounts (the "Receivables")bya Purchase and Sale Agreement and a Bill of Sale to Buyer. Bluestem has all rights 8 5 of 15 FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 FINGERHIII SCUSA RECEIVABLES FORWARD FLOW and authoritytosell,assignand convey said ReceivablestoBuyer as agentforSCUSA pursuantto the Program Agreement. Pursuant tothe sale,Debt Sellersold,transfered,assigned,conveyed, granted,bargained, set over and deliveredto Buyer and its successors and assigns,good and marketable title to the Accountsand the Receivables and any unpaid balance freeand clearofany encumbrance, equity, lien, pledge, charge,claim or security I am not interest. aware of any enorsin theAccounts or the Receivables. In connectionwith thesale ofthe Accounts and theReceivables,elect=nic and other recordswere transferred to or otherwise made availableto the Buyer(the"TransferredRaords"). The Transferred Records are keptby Bluestem inthe regularcourse ofbusiness,and it wasin theregularcourse of business of Bluestem an employee or representativewith personal knowledge of theact,event, condition,or opinionacorded to make memorn=him or recordsor to transmit informationthereofto be included in suchmemorandum or records;and thattherecords were made at ornear the timeof the act and/or eventrecordedor reasonablysoon thereaAer. that the Transferred To the extent Records include recordsthatwere prepared by a third party,they that are records were incorporatedintothe recordsof Bluestemas a business recordand the accuracyof such records upon are relied by Bluestem inthe regularconne ofbusiness. The above statements to the are true best of my knowledge. gned Sliis8 of.N . . unoa mys tocen NotaryPublic MyCommission Empires & President,Credit Services luestem Brands,Inc. Subscribed and swom to beforeme this28 day ofNovemh-, 2018 by Jim Slavik,EVP & President, CreditServices. Notary Public CERTIFICATE OF CONFORMITY STATE OF MINNESOTA COUNTY OF HENNEPIN The undersigned does hereby that certify he/she at law is an attorney duly admitted in the to practice Stateof Minnesota and is a resident ofHennepin County, in theStateofMinnesota; thathe/sheis a person duly qualifiedto make thiscertificate of confe-h; pursuant tothe laws of the Stateof Minnesota; that theforegoing acknowledgment by Jim Slaviknamed in the fonigoinginstrument taken beforea notaryin theStateof Minnesota was taken in themanner presenbed by suchlaws of the Stateof Minnesota, beingthe Statein which itwas taken, and thatitduly conf-.s with such laws and is in all respectsvalidand effectiveinsuch state. Dated: November 28*, 2018 .Attorn t 1 the StateofMinnesota Linzey 9 6 of 15 FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 , NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 FINCERHUT FORWARD FLOW SCUSA RECElVAlILES . EXHIBIT F BILL OF SALE OF ORiGiNAL CREDITOR OR ACQUIRER (WEBS.^=t) FOR VALUE RECEIVED, and subjectto the termsand conditionsof the Charged- (a A enanmt Off Account Purchase Agreement Purchase Agreement") between WebBank ("Bank") and Bluestem Brands, Inc.,datedJanuary 10,2013, Bank does hereby assign transfer, and convey toBhmean Brands, Inc.,as ofthe date hereofallright,title and of interest Bank inand tothose certainCharged-Off Accounts described in Schedule 1 attachedhereto and made a part hereoffor allpurposes. Terms used herein shallhave the :==ings set forthin the Account Purchase Agreement. This BILL OF SALE isexecuted withoutrecourse and without representationof any warranty of or otherwise, collectability expressed or implied. Dated this day of November, 2018. WEBBANK Title:Controller 7 of 15 FILED: OTSEGO COUNTY CLERK 10/06/2021 03:13 PM INDEX NO. EF2021-522 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/06/2021 ofanyalleged evidence priororalagreement orofanalleged contemporaneous oralagreement Youhave therighttooptoutofthisArbitration butyoumayonlydosointhefirst30days provision, between youandus, afterthefirsttransaction isposted toyourAccount Inorder tooptout,youmustwriteusatWebBank/ Fingerhut Arbitration, StCloud, P.0.Box1250, MN56395-1250. Youmustinform usofyourdecision WebBank review Arbitration. Please thisprovision Itprovides carefully. thatanydispute mayberesolved Arbitration arbitration. replaces tooptout,andsignthenotice therighttogotocourtandtherighttohaveajury bybinding Credit A a dispute. decide Under yourrightsmaybesubstantially thisprovision, limitedintheeventof ThisArbMret!en provision shallsurvive repayment ofyourextension ofcredn andtermination ofyour adispute. YoumayoptoutofthisArbitration provision themstructions below. Account ThisA itrationprovision ThisistheAgreement whichcov byfoHowing ismademconnection withinterstate andshallbe commerce, govemed Arbitration purchases youmakewithFinger thisAgreement, Byaccepting unless theinstructions youoptoutbyfollowing youagree below, that bytheFederal Act,9 USC Sections 1through 16.If anypartofthisArbitration provision isdetermined spaces intended fortheagreed te eitheryouorwe,atoursolediscretion, canchoose tohaveanydispute outoforrelating tobevoidor unenforceable, thentInsentireArbitration provision shallbe arising atthetimeyousignit ouackn tothisAgreement orourrelationship resolved Ifarbhration arbitration. ischosen considered nullandvoid;however, it shallnotaffectthevalidity oftherestofthisAgreement bybinding byany records. party,neither incourtortohaveajurytrial younorwewillhavetherighttolidgate thatdispute CreditBureau Disputes. If youbelieve weinaccurately reported credhhistory information about onthatdisputefic-artitrctim YoucanuseyourAccount topurc disc=r; willbepermitted onlyasallowed bythearbitration rules. youoryourAccount toacreditreporting calusat1-866-734-0342 agency, orwritetousat:Credit Inaddition, youwillnothave therighttoparticipate asarepresentative ormember ofanyclassof toaccept yourAccount, andtopa Bureau P.0.Box1250, Services, Reporting StCloud, MN56395-1250. Please include a copyofthe claimants subject toanydisputetoarbitration. Thearbitrator's decision wdlgenerally be Thisaccount mayrequire a downp pedaining creditreport theinformation reflecting thatyoubelieve isinaccurate' finalandbinding. Other lightsthatyouwould haveifyouwenttocourtmayalsonotbeavailable in fullbalance ofyourAccount You AllAccounts, California including andUtahResidents: Asrequired byapplicable law,youarehereby purposes, YouandWebBank willb arbhration. hisimportant thatyoureadtheentire provision Arbitration before carefullyaccepting notified thatanegative creditreportreflecting onyourcreditrecord maybesubmRted toacredit posted toyourAccount thetermsoftNsAgreement· ifyoufailtofulfillthetermsofyourcreditobligations. repordng agency Forpurposes "dispute" ofthisArbitration shallbeconstrued