Preview
FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019
AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER
(Debt Buyer Actions)
The undersigned, being duly sworn, deposes and says:
1. I am an authorized representative of Sherman Originator Ill LLC ("Debt Seller") and I have personal knówledge of and
access to Debt Seller's books and records ("Business Records"), including electronic records, re ating to a pool of charged-off
consumer credit accounts purchased by or assigned to the Debt Seller from Bluestem Brands, Iac. and Santander Consumer
USA on or about 7/26/2017 (the "Purchase"), which included the account ("Account") of the cc nsumer ("Consumer")
identified in the exhibits attached hereto and incorporated herein. As part of the Purchase, Bluestem Brands, Inc. and
Santander Consumer USA assigned all of its interest in the Account, including the right to any proceeds from the Account, to
Debt Seller, and it transferred Business Records relating to the Account to Debt Seller.
2. In my position, I also have personal knowledge of Debt Seller's procedures for creating and maintaining its Business
Records, including its procedures relating to the purchase, sale and assigarñênt of consumer credit accounts. Debt Seller's
Business Records were made in the regular course of business, and it was the regular course of such business to make the
Business Records. The Business Records were made at or near the time of the events recorded Based on my knowledge of
Debt Seller's Business Records, I have personal knowledge of the facts set forth in this affidavit.
3. On or about 7/26/2017 Debt Seller sold or assigned a pool of charged-off consumer credit accounts to Sherman
Originator LLC (the "Sale"), which included the Account of the Consumer. At that time, Debt Sel er assigned all of its interest in
the Account, including the right to any proceeds from the Account, to Sherman Originator LLC . As part of the Sale, Business
Records relating to the Account were transferred to Sherman Originator LLC. Prior to the Sale, those Business Records had
been created and maintained in the ordinary course of Debt Seller's business. A true and correct copy of the bill of sale or
written assignment of the Account is attached as an exhibit to this affidavit.
4. At the time of Sale, Consumer owed the amount set forth in an exhibit attached hereto and made a part hereof, which
also sets forth the amount of the charge-off balance and, the total amcünts, if app!!cable, of ar y post-charge-off interest and
post-charge-off fees and charges, less any post-charge-off credits or payments made by or on behalf of the Consumer.
Th above statements are true and correct to the best of my personal knsw|édgé.
Pamela Johnson
Authorized Representative of
Sherman Originator Ill LLC
Dated: 02/05/2019
STATEMENT BY LICENSED NOTARY
STATE OF SOUTH CAROLINA )
) ss.
COUNTY OF GREENVILLE )
This instrument was sworn and subscribed before me on the 5th day of February, 2019 by Pamela Johnson, an Authorized
Representative of Sherman Originator III LLC.
anumim,, Notary Public
. Vly Commission Expires:
SUC
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O
561,664053315.2430649 o
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FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019
. .
CERTIFICATE OF CONFORMITY
I , _____Anna Hamilton_, an attorney-at-law admitted to practice in
the State of South Carolina and fully acquainted with the laws
of the State of South Carolina pertaining to the acknowledgement
or proof of deeds of real property to be recorded therein, do
hereby certify that I am duly qualified to make this certificate
of conformity and that the acknowledgement or proof upon the
affidavits of merit were taken by Arlah Klugh, notary public in
the State of South Carolina, in the manner prescribed by the
laws of the State of South Carolina and conforms to the laws
thereof in all respects,
IN WITNESS WHEREOF, I have hereunto set my signature, on
February 5, 2019.
Anna Hamilton
Attorney at Law, State of South Carolina
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"B"
Appendix
Debt Seller Account Data Sheet
Data to Sherman Originator LLC
Sale Date: 07/26/2017
Orig Creditor Acet Number: XXXXXXXXXX6578
Account Open Date: 12/05/2011
Charge-off Amount: $2,669.10
Charge-off Date: 07/09/2017
Consumer Last four digits of SSN: XXX-XX-5987
Consumer First Name: Dawn
Consumer Middle Name: H
Consumer Last Name: Baker
Consumer Suffix:
Consumer Residence Addrs 1: 10049 Martin Rd
Consumer Residence Addrs 2:
Consumer City: Clarence Center
Consumer State: NY
Consumer Zip Code: 14032-9796
Post-Charge-off Interest: $.00
Post-Charge-off Fees: $.00
Post-Charge-off Credits or Payments Made: $.00
Last Payment Amount: $140.00
Last Payment Date: 12/29/2016
Balance Due at time of Sale: $2,669.10
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. -
GETTINGTON FORWARD FLO.W
SCUSA RECEIVABLES
EXHIBIT F
BILL OF SALE OF ORIGINAL CREDITOR OR ACQUIRER (WEBB/ NK)
FOR VALUE RECEIVED, and subjedt to the tenns and conditior s of the Charged-
Off Accoúrit Purchasè Agreement ("Account Purchase Agreement") between WebBank ("Bank")
and Bluestein Brands, Inc., dated lanoary 10,.2013, Bank does herebý transfer, assign and convey
to Bluestem Brands, Inc., as of the date hereof all right, title and interest of Bark in and to those
certain Charged-Off Accounts described in Scheddle 1 attached hereto and made a pait hereof for
all purposes. Terms used herein shall häve the raganing3 Set forth in the Account Purchase
Agreement
This BILL OF SALE is decúted without recourse and without representation of any
ivarranty of vò1lèctability or otherwise, expressed or implied.
Dated this d day of July, 2017.
.
WEBBANK
By:
Name: Steve Stanford
Title: Controller
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GETTINGTON RECIEVABLES
SCUSA FORWARD
FLOW
SCHEDULE 1 TO BILL OF SALE OF ORIGINAL CREDITOR
ACCOUNTS SCHEDULE
The individual Püichased Accounts tran+=+d are described in the final elechnic files named
Sherman-GTNSCUSA_20170717 and delivered by WebBank to Disastem on or about July 24, 2017, the
same deemed attached heato by this reference.
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t
EXHIBIT B
ASSIGNMKNT AND BILL OF SALK
Bluestem Brands, Inc, for itself and as agent for S~n~~n~ r Consume. U.S.A. ("SCUSA")
(" Seller" (' Agreement"
collectively ) has entered into a Purchase Agreement ) dated May 26, 2017 for the
rec~iv-'
sale of accounts and assn i t d Ics, described in Schedule I hereto (the "Purchased Accounts'*),
O.— — (" Buyer"
to Sherman 'zi.—.~.~ III LLC ) upon the terms and conditions set forth in that Agreement.
This ASSIGNMENT AND BILL OF SALE is for the Purchased Accounts,,Ls further descriueu in
Schedule 1 which is hereby included by reference, delivered by Seller to Buyer on July 17, 2017 with a
Closing Date of July 26, 2017.
NOW, THEREFORE, for good and valuable consideration, Seller here5y sells, assigns and
transfers to Buyer all rights, title and interest in each and every one of the Purchased Accounts described
in the Agreement.
This ASSIGNMENT AND BILL OF SALE is executed without recourse or w~i~iues except as
' Seller'
stated and provided for herein and within the Agreement. All of the information o t ei in s
Accounts Information (a) constitutes Seller's own business records regarding the Purchased Accounts and
the," -,-"..—
(b) accurately reflects in all material respects the information about =d Accounts in Seller*s
possession. All of Seller's Accoun<~ Information has been kept in the regular course of Seller's hajji«~
and was made or c~m~iied at or near the time of the event and recorded by (or from io4FTo~hF n tr"-.=-...!=
by) a person (i) with knowledge of the data entered into and ma:".+='"cd in Seller's business records or {ii)
who caused the data to be entered into and —...=:;.:=:
—..=d
in Seller's ~~incss records. It is the regular practice
of Seller's business to m i;;~in and compile such data.
IN WITNESS WHEREOF, Seller has signed and delivered —...m the 26 day of July,
this in.~~-u—...c
2017.
Seller: Bluestem Brands, Inc.
7075 Flying Cloud Dr
Eden Prairie, MN 55344
Rick Winship
SVP, Credit Operations, Credit
Management
Santander Consumer U.S.A,
By Bluestem Brands, Inc., as agent
Rick Winship
SVP, Credit Operations, Credit
Management
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NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019
. .
GETTINGIDN
SCUSA
RECIEVABLES FLOW
l•DRWARD
SCHEDULE 1 TO ASSIGNMENT AND BILL OF SALE
ACCOUNTS SCHEDULE
The individual Purchased Accounts transferred are described in the final electronic files named
Sherman_GTNSCUSA_20170717 and delivered by the Seller to Buyer on or about July 17, 2017, the
same deemed attached hereto by this reference.
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Transfer and Assignment
Sherman Originator Ill LLC ("SOLLC 111"), without recourse, to the extent permitted by
applicable law, hereby transfers, sells, assigns, conveys, grants and delivers to Sherman
Originator LLC ("SOLLC") all of its right, title and interest in and to the receivables and other
assets (the "Assets") identified on Exhibit A, in the Receivable File dated July 17, 2017
delivered by Santander Consumer USA on July 26, 2017 for purchase by SOLLC Ill on July 26,
2017. The transfer of the Assets included electronically stored business records.
SOLLC, subsequent to the above mentioned transfer, hereby transfers, sells, assigns, conveys,
grants and delivers to LVNV Funding LLC ("LVNV"), the above mentioned Assets. The
transfer of the Assets included electronically stored business records.
Dated: July 26, 2017 Sherman Originator III LLC
a Delaware Limited Liability Company
By:
Na : Jon Maz
Titl : Director
Dated: 26, 2017 Sherman Originator LLC
July
a Delaware Limited Liab lity Company
By:
am : evi ranigan
Title: Authorized Representative
Dated: July 26, 2017 LVNV unding LLC
a Delawa Limited Li ility Company
By:
Name: sty Ken all
Title: Authorized epresentative
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Exhibit A
Receivables File
07.26.17 Sherman_GTNSCUSA_20170717_2
Transfer Group Portfolio Transfer Batch
469914 31833 N/A
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AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER
(Debt Buyer Actions)
The undersigned, being duly sworn, deposes and says:
1. I am an authorized representative of Sherman Originator LLC ("Debt Seller") and I have personal know|édge of and
access to Debt Seller's books and records ("Business Records"), including electronic records, relating to a pool of charged-off
consumer credit accounts purchased by or assigned to the Debt Seller from Sherman Originator III LLC on or about 7/26/2017
(the "Purchase"), which inc|üded the account ("Account") of the consumer ("Consumer") identified in the exhibits attached
hereto and incorporated herein. As part of the Purchase, Sherman Originator III LLC assigned all of its interest in the Account,
including the right to any proceeds from the Account, to Debt Seller, and it transferred Business Records relating to the
Account to Debt Seller.
2. In my position, I also have personal knowledge of Debt Seller's procedures for creating and maintaining its Business
Records, including its procedures relating to the purchase, sale and assignment of consumer credit accounts. Debt Seller's
Business Records were made in the regular course of business, and it was the regular course of such business to make the
Business Records. The Business Records were made at or near the time of the events recorded. Based on my kñ0w|edge of
Debt Seller's Business Records, I have personal knowledge of the facts set forth in this affidavit.
3. On or about 7/26/2017 Debt Seller sold or assigned a pool of charged-off consumer credit accounts to LVNV Funding
LLC (the "Sale"), which included the Account of the Consumer. At that time, Debt Seller assigned all of its interest in the
o'
Account, including the right to any proceeds from the Account, to LVNV Funding LLC. As part the Sale, Business Records
relating to the Account were transferred to LVNV Füñdiñg LLC. Prior to the Sale, those Business Records had been created and
maintained in the ordinary course of Debt Seller's business. A true and correct copy of the bill of sale or written assignment of
the Account is attached as an exhibit to this affidavit.
4. At the time of Sale, Consumer owed the amount set forth in an exhibit attached hereto and made a part hereof, which
also sets forth the amount of the charge-off balance and, the total amounts, if applicable, of any post-charge-off interest and
post-charge-off fees and charges, less any post-charge-off credits or payrñéñts made by or on behalf of the Consumer.
The above statements are true and correct to the best of my personal knowledge.
Heather Bailey
Authorized Representative of
Sherman Originator LLC
Dated: 02/05/2019 AH ½
STATEMENT BY LICENSED NOTARY
STATE OF SOUTH CAROLINA ) h.
) ss. OSUC
COUNTY OF GREENVILLE ) O
This instrürñéñt was sworn and subscribed before me on the 5th day of February, 2019 by Heather Bd le p thürized
Representative of Sherman Originator LLC.
Notary Public
My Commission Expires:
Page 1/2
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CERTIFICATE OF CONFORMITY
I, ____Anna Hamilton_, an attorney-at-law admitted to practice in
the State of South Carolina and fully acquainted with the laws
of the State of South Carolina pertaining to the acknowledgement
or proof of deeds of real property to be recorded therein, do
hereby certify that I am duly qualified to mak.e this certificate
of conformity and that the acknowledgement or proof upon the
affidavits of merit were taken by Arlah Klugh, notary public in
the State of South Carolina, in the manner prescribed by the
laws of the State of South Carolina and conforms to the laws
thereof in all respects.
IN WITNESS WHEREOF, I have hereunto set my signature, on
February 5, 2019.
Anna Hamilton
Attorney at Law, State of Sot.th Carolina
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"B"
Appendix
Debt Seller Account Data Sheet
Data to LVNV Fundling LLC
Sale Date: 07/26/2017
Orig Creditor Acet Number: XXXXXXXXXX6578
Account Open Date: 12/05/201 1
Charge-off Amount: $2,669.10
Charge-off Date: 07/09/2017
Consumer Last four digits of SSN: XXX-XX-5987
Consumer First Name: Dawn
Consumer Middle Name: H
Consumer Last Name: Baker
Consumer Suffix:
Consumer Residence Addrs 1: 10049 Martin Rd
Consumer Residence Addrs 2:
Consumer City: Clarence Center
Consumer State: NY
Consumer Zip Code: 14032-9796
Post-Charge-off Interest: $ .00
Post-Charge-off Fees: $ .00
Post-Charge-off Credits or Payments Made: $ .00
Last Payment Amount: $140.00
Last Payment Date: 12/29/2016
Balance Due at time of Sale: $2,669.10
Page 2/2
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NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019
GETTINGTON FORWARD FLOW
SCUSA RECEIVABLES
EXHIB1T F
BILL OF SALE OF ORIGINAL CREDITOR OR ACQUIRER (WEBBSNE)
FOR VALUE RECEIVED, and subjedt to the tenns and conditions of the Charged-
Off Apcourit Purchase Agreement ("Account Purchase Agreemere') betviece WebBank ("Bank")
and Bluestem Brands, Inc., dàted lanuary 10, 2013, Bank does hereby transfer, assign and qçnvey
to Bluestem Brands, Inc., as of the date hereof all right, title and interest of Bank in and to those
certain Charged4)ff Acemm*c described in Schedule 1 attadied hereto and ma& a pait hereof for
all pufposes. Terms used herein shall have the tuganiñg3 Set forth in the Account purchase
Agreement
This BILL OF SALE is execúted without recourse and without representation of any
ivarranty of nòllectability or otherwise, expressed or implied.
Dated this d day of luly, 2017.
.
WEBBANK
Name: Steve Stanford
Title: Controller
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NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019
GETTINGTON FORWARD
SCUSARECIEVABLES FLOW
SCHEDULE 1 TO BILL OF SALE OF ORIGINAL CREDITOR
ACCOUNTS SCHEDULE
The individual Purchased Accounts transferred are described in the final eleckenic files named
Sherman-GTNSCUSA_20170717 and delivered by WebBank to Bluestem on or about July 24, 2017, the
same deemed attached hereto by this reference.
Page 13
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GETTINGTON
SCUSA FORWARD
RECIEVABLES FLOW
EXHIBIT B
ASSIGNMENT AND BILL OF SALE
Bluestem for itself and as agent for Sen+ana" Consumer U.S.A.
Brands, Inc., ("SCUSA")
collectively ("Seller") has entered into a Purchase Agreement ("Agreemêñt") dated May 26, 2017 for the
sale of accounts and associated receivables, described in Schedule 1 hereto (the "Purchased Accounts"),
to Sherman Originater III LLC ("Buyer") upon the terms and conditions set forth in that Agreement.
This ASSIGNMENT AND BILL OF SALE is for the Purchased Accounts, as further described in
Schedule 1 whichis hereby included by reference, delivered by Seller to Buyer on July 17, 2017 with a
Closing Date of July 26, 2017.
NOW, THEREFORE, for good and valuable consideration, Seller hereby sells, assigns and
transfers to Buyer all rights, title and interest in each and every one of the Purchased Accounts described
in the Agreement.
This ASSIGNMENT AND BILL OF SALE is executed without recourse or warranties except as
stated and provided for herein and within the Agreement. All of the information contained in Seller's
Accounts Information (a) constitutes Seller's own business records regarding the Purchased Accounts and
(b) accurately reflects in all material respects the information about the Purchased Accounts in Seller's
possession. All of Seller's Accounts Information has been kept in the regular course of Seller's business,
and was made or compiled at or near the time of the event and recorded by (or from information
Preview
FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER (Debt Buyer Actions) The undersigned, being duly sworn, deposes and says: 1. I am an authorized representative of Sherman Originator Ill LLC ("Debt Seller") and I have personal knówledge of and access to Debt Seller's books and records ("Business Records"), including electronic records, re ating to a pool of charged-off consumer credit accounts purchased by or assigned to the Debt Seller from Bluestem Brands, Iac. and Santander Consumer USA on or about 7/26/2017 (the "Purchase"), which included the account ("Account") of the cc nsumer ("Consumer") identified in the exhibits attached hereto and incorporated herein. As part of the Purchase, Bluestem Brands, Inc. and Santander Consumer USA assigned all of its interest in the Account, including the right to any proceeds from the Account, to Debt Seller, and it transferred Business Records relating to the Account to Debt Seller. 2. In my position, I also have personal knowledge of Debt Seller's procedures for creating and maintaining its Business Records, including its procedures relating to the purchase, sale and assigarñênt of consumer credit accounts. Debt Seller's Business Records were made in the regular course of business, and it was the regular course of such business to make the Business Records. The Business Records were made at or near the time of the events recorded Based on my knowledge of Debt Seller's Business Records, I have personal knowledge of the facts set forth in this affidavit. 3. On or about 7/26/2017 Debt Seller sold or assigned a pool of charged-off consumer credit accounts to Sherman Originator LLC (the "Sale"), which included the Account of the Consumer. At that time, Debt Sel er assigned all of its interest in the Account, including the right to any proceeds from the Account, to Sherman Originator LLC . As part of the Sale, Business Records relating to the Account were transferred to Sherman Originator LLC. Prior to the Sale, those Business Records had been created and maintained in the ordinary course of Debt Seller's business. A true and correct copy of the bill of sale or written assignment of the Account is attached as an exhibit to this affidavit. 4. At the time of Sale, Consumer owed the amount set forth in an exhibit attached hereto and made a part hereof, which also sets forth the amount of the charge-off balance and, the total amcünts, if app!!cable, of ar y post-charge-off interest and post-charge-off fees and charges, less any post-charge-off credits or payments made by or on behalf of the Consumer. Th above statements are true and correct to the best of my personal knsw|édgé. Pamela Johnson Authorized Representative of Sherman Originator Ill LLC Dated: 02/05/2019 STATEMENT BY LICENSED NOTARY STATE OF SOUTH CAROLINA ) ) ss. COUNTY OF GREENVILLE ) This instrument was sworn and subscribed before me on the 5th day of February, 2019 by Pamela Johnson, an Authorized Representative of Sherman Originator III LLC. anumim,, Notary Public . Vly Commission Expires: SUC Page 1/2 O 561,664053315.2430649 o 1 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 . . CERTIFICATE OF CONFORMITY I , _____Anna Hamilton_, an attorney-at-law admitted to practice in the State of South Carolina and fully acquainted with the laws of the State of South Carolina pertaining to the acknowledgement or proof of deeds of real property to be recorded therein, do hereby certify that I am duly qualified to make this certificate of conformity and that the acknowledgement or proof upon the affidavits of merit were taken by Arlah Klugh, notary public in the State of South Carolina, in the manner prescribed by the laws of the State of South Carolina and conforms to the laws thereof in all respects, IN WITNESS WHEREOF, I have hereunto set my signature, on February 5, 2019. Anna Hamilton Attorney at Law, State of South Carolina 2 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 "B" Appendix Debt Seller Account Data Sheet Data to Sherman Originator LLC Sale Date: 07/26/2017 Orig Creditor Acet Number: XXXXXXXXXX6578 Account Open Date: 12/05/2011 Charge-off Amount: $2,669.10 Charge-off Date: 07/09/2017 Consumer Last four digits of SSN: XXX-XX-5987 Consumer First Name: Dawn Consumer Middle Name: H Consumer Last Name: Baker Consumer Suffix: Consumer Residence Addrs 1: 10049 Martin Rd Consumer Residence Addrs 2: Consumer City: Clarence Center Consumer State: NY Consumer Zip Code: 14032-9796 Post-Charge-off Interest: $.00 Post-Charge-off Fees: $.00 Post-Charge-off Credits or Payments Made: $.00 Last Payment Amount: $140.00 Last Payment Date: 12/29/2016 Balance Due at time of Sale: $2,669.10 Page 2/2 3 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 . - GETTINGTON FORWARD FLO.W SCUSA RECEIVABLES EXHIBIT F BILL OF SALE OF ORIGINAL CREDITOR OR ACQUIRER (WEBB/ NK) FOR VALUE RECEIVED, and subjedt to the tenns and conditior s of the Charged- Off Accoúrit Purchasè Agreement ("Account Purchase Agreement") between WebBank ("Bank") and Bluestein Brands, Inc., dated lanoary 10,.2013, Bank does herebý transfer, assign and convey to Bluestem Brands, Inc., as of the date hereof all right, title and interest of Bark in and to those certain Charged-Off Accounts described in Scheddle 1 attached hereto and made a pait hereof for all purposes. Terms used herein shall häve the raganing3 Set forth in the Account Purchase Agreement This BILL OF SALE is decúted without recourse and without representation of any ivarranty of vò1lèctability or otherwise, expressed or implied. Dated this d day of July, 2017. . WEBBANK By: Name: Steve Stanford Title: Controller 4 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 GETTINGTON RECIEVABLES SCUSA FORWARD FLOW SCHEDULE 1 TO BILL OF SALE OF ORIGINAL CREDITOR ACCOUNTS SCHEDULE The individual Püichased Accounts tran+=+d are described in the final elechnic files named Sherman-GTNSCUSA_20170717 and delivered by WebBank to Disastem on or about July 24, 2017, the same deemed attached heato by this reference. Page 13 5 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 t EXHIBIT B ASSIGNMKNT AND BILL OF SALK Bluestem Brands, Inc, for itself and as agent for S~n~~n~ r Consume. U.S.A. ("SCUSA") (" Seller" (' Agreement" collectively ) has entered into a Purchase Agreement ) dated May 26, 2017 for the rec~iv-' sale of accounts and assn i t d Ics, described in Schedule I hereto (the "Purchased Accounts'*), O.— — (" Buyer" to Sherman 'zi.—.~.~ III LLC ) upon the terms and conditions set forth in that Agreement. This ASSIGNMENT AND BILL OF SALE is for the Purchased Accounts,,Ls further descriueu in Schedule 1 which is hereby included by reference, delivered by Seller to Buyer on July 17, 2017 with a Closing Date of July 26, 2017. NOW, THEREFORE, for good and valuable consideration, Seller here5y sells, assigns and transfers to Buyer all rights, title and interest in each and every one of the Purchased Accounts described in the Agreement. This ASSIGNMENT AND BILL OF SALE is executed without recourse or w~i~iues except as ' Seller' stated and provided for herein and within the Agreement. All of the information o t ei in s Accounts Information (a) constitutes Seller's own business records regarding the Purchased Accounts and the," -,-"..— (b) accurately reflects in all material respects the information about =d Accounts in Seller*s possession. All of Seller's Accoun<~ Information has been kept in the regular course of Seller's hajji«~ and was made or c~m~iied at or near the time of the event and recorded by (or from io4FTo~hF n tr"-.=-...!= by) a person (i) with knowledge of the data entered into and ma:".+='"cd in Seller's business records or {ii) who caused the data to be entered into and —...=:;.:=: —..=d in Seller's ~~incss records. It is the regular practice of Seller's business to m i;;~in and compile such data. IN WITNESS WHEREOF, Seller has signed and delivered —...m the 26 day of July, this in.~~-u—...c 2017. Seller: Bluestem Brands, Inc. 7075 Flying Cloud Dr Eden Prairie, MN 55344 Rick Winship SVP, Credit Operations, Credit Management Santander Consumer U.S.A, By Bluestem Brands, Inc., as agent Rick Winship SVP, Credit Operations, Credit Management Page 3 I 6 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 . . GETTINGIDN SCUSA RECIEVABLES FLOW l•DRWARD SCHEDULE 1 TO ASSIGNMENT AND BILL OF SALE ACCOUNTS SCHEDULE The individual Purchased Accounts transferred are described in the final electronic files named Sherman_GTNSCUSA_20170717 and delivered by the Seller to Buyer on or about July 17, 2017, the same deemed attached hereto by this reference. Page 4 7 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 Transfer and Assignment Sherman Originator Ill LLC ("SOLLC 111"), without recourse, to the extent permitted by applicable law, hereby transfers, sells, assigns, conveys, grants and delivers to Sherman Originator LLC ("SOLLC") all of its right, title and interest in and to the receivables and other assets (the "Assets") identified on Exhibit A, in the Receivable File dated July 17, 2017 delivered by Santander Consumer USA on July 26, 2017 for purchase by SOLLC Ill on July 26, 2017. The transfer of the Assets included electronically stored business records. SOLLC, subsequent to the above mentioned transfer, hereby transfers, sells, assigns, conveys, grants and delivers to LVNV Funding LLC ("LVNV"), the above mentioned Assets. The transfer of the Assets included electronically stored business records. Dated: July 26, 2017 Sherman Originator III LLC a Delaware Limited Liability Company By: Na : Jon Maz Titl : Director Dated: 26, 2017 Sherman Originator LLC July a Delaware Limited Liab lity Company By: am : evi ranigan Title: Authorized Representative Dated: July 26, 2017 LVNV unding LLC a Delawa Limited Li ility Company By: Name: sty Ken all Title: Authorized epresentative 8 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 Exhibit A Receivables File 07.26.17 Sherman_GTNSCUSA_20170717_2 Transfer Group Portfolio Transfer Batch 469914 31833 N/A 9 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER (Debt Buyer Actions) The undersigned, being duly sworn, deposes and says: 1. I am an authorized representative of Sherman Originator LLC ("Debt Seller") and I have personal know|édge of and access to Debt Seller's books and records ("Business Records"), including electronic records, relating to a pool of charged-off consumer credit accounts purchased by or assigned to the Debt Seller from Sherman Originator III LLC on or about 7/26/2017 (the "Purchase"), which inc|üded the account ("Account") of the consumer ("Consumer") identified in the exhibits attached hereto and incorporated herein. As part of the Purchase, Sherman Originator III LLC assigned all of its interest in the Account, including the right to any proceeds from the Account, to Debt Seller, and it transferred Business Records relating to the Account to Debt Seller. 2. In my position, I also have personal knowledge of Debt Seller's procedures for creating and maintaining its Business Records, including its procedures relating to the purchase, sale and assignment of consumer credit accounts. Debt Seller's Business Records were made in the regular course of business, and it was the regular course of such business to make the Business Records. The Business Records were made at or near the time of the events recorded. Based on my kñ0w|edge of Debt Seller's Business Records, I have personal knowledge of the facts set forth in this affidavit. 3. On or about 7/26/2017 Debt Seller sold or assigned a pool of charged-off consumer credit accounts to LVNV Funding LLC (the "Sale"), which included the Account of the Consumer. At that time, Debt Seller assigned all of its interest in the o' Account, including the right to any proceeds from the Account, to LVNV Funding LLC. As part the Sale, Business Records relating to the Account were transferred to LVNV Füñdiñg LLC. Prior to the Sale, those Business Records had been created and maintained in the ordinary course of Debt Seller's business. A true and correct copy of the bill of sale or written assignment of the Account is attached as an exhibit to this affidavit. 4. At the time of Sale, Consumer owed the amount set forth in an exhibit attached hereto and made a part hereof, which also sets forth the amount of the charge-off balance and, the total amounts, if applicable, of any post-charge-off interest and post-charge-off fees and charges, less any post-charge-off credits or payrñéñts made by or on behalf of the Consumer. The above statements are true and correct to the best of my personal knowledge. Heather Bailey Authorized Representative of Sherman Originator LLC Dated: 02/05/2019 AH ½ STATEMENT BY LICENSED NOTARY STATE OF SOUTH CAROLINA ) h. ) ss. OSUC COUNTY OF GREENVILLE ) O This instrürñéñt was sworn and subscribed before me on the 5th day of February, 2019 by Heather Bd le p thürized Representative of Sherman Originator LLC. Notary Public My Commission Expires: Page 1/2 10 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 CERTIFICATE OF CONFORMITY I, ____Anna Hamilton_, an attorney-at-law admitted to practice in the State of South Carolina and fully acquainted with the laws of the State of South Carolina pertaining to the acknowledgement or proof of deeds of real property to be recorded therein, do hereby certify that I am duly qualified to mak.e this certificate of conformity and that the acknowledgement or proof upon the affidavits of merit were taken by Arlah Klugh, notary public in the State of South Carolina, in the manner prescribed by the laws of the State of South Carolina and conforms to the laws thereof in all respects. IN WITNESS WHEREOF, I have hereunto set my signature, on February 5, 2019. Anna Hamilton Attorney at Law, State of Sot.th Carolina 11 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 "B" Appendix Debt Seller Account Data Sheet Data to LVNV Fundling LLC Sale Date: 07/26/2017 Orig Creditor Acet Number: XXXXXXXXXX6578 Account Open Date: 12/05/201 1 Charge-off Amount: $2,669.10 Charge-off Date: 07/09/2017 Consumer Last four digits of SSN: XXX-XX-5987 Consumer First Name: Dawn Consumer Middle Name: H Consumer Last Name: Baker Consumer Suffix: Consumer Residence Addrs 1: 10049 Martin Rd Consumer Residence Addrs 2: Consumer City: Clarence Center Consumer State: NY Consumer Zip Code: 14032-9796 Post-Charge-off Interest: $ .00 Post-Charge-off Fees: $ .00 Post-Charge-off Credits or Payments Made: $ .00 Last Payment Amount: $140.00 Last Payment Date: 12/29/2016 Balance Due at time of Sale: $2,669.10 Page 2/2 12 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 GETTINGTON FORWARD FLOW SCUSA RECEIVABLES EXHIB1T F BILL OF SALE OF ORIGINAL CREDITOR OR ACQUIRER (WEBBSNE) FOR VALUE RECEIVED, and subjedt to the tenns and conditions of the Charged- Off Apcourit Purchase Agreement ("Account Purchase Agreemere') betviece WebBank ("Bank") and Bluestem Brands, Inc., dàted lanuary 10, 2013, Bank does hereby transfer, assign and qçnvey to Bluestem Brands, Inc., as of the date hereof all right, title and interest of Bank in and to those certain Charged4)ff Acemm*c described in Schedule 1 attadied hereto and ma& a pait hereof for all pufposes. Terms used herein shall have the tuganiñg3 Set forth in the Account purchase Agreement This BILL OF SALE is execúted without recourse and without representation of any ivarranty of nòllectability or otherwise, expressed or implied. Dated this d day of luly, 2017. . WEBBANK Name: Steve Stanford Title: Controller 13 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 GETTINGTON FORWARD SCUSARECIEVABLES FLOW SCHEDULE 1 TO BILL OF SALE OF ORIGINAL CREDITOR ACCOUNTS SCHEDULE The individual Purchased Accounts transferred are described in the final eleckenic files named Sherman-GTNSCUSA_20170717 and delivered by WebBank to Bluestem on or about July 24, 2017, the same deemed attached hereto by this reference. Page 13 14 of 18 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 02/21/2019 GETTINGTON SCUSA FORWARD RECIEVABLES FLOW EXHIBIT B ASSIGNMENT AND BILL OF SALE Bluestem for itself and as agent for Sen+ana" Consumer U.S.A. Brands, Inc., ("SCUSA") collectively ("Seller") has entered into a Purchase Agreement ("Agreemêñt") dated May 26, 2017 for the sale of accounts and associated receivables, described in Schedule 1 hereto (the "Purchased Accounts"), to Sherman Originater III LLC ("Buyer") upon the terms and conditions set forth in that Agreement. This ASSIGNMENT AND BILL OF SALE is for the Purchased Accounts, as further described in Schedule 1 whichis hereby included by reference, delivered by Seller to Buyer on July 17, 2017 with a Closing Date of July 26, 2017. NOW, THEREFORE, for good and valuable consideration, Seller hereby sells, assigns and transfers to Buyer all rights, title and interest in each and every one of the Purchased Accounts described in the Agreement. This ASSIGNMENT AND BILL OF SALE is executed without recourse or warranties except as stated and provided for herein and within the Agreement. All of the information contained in Seller's Accounts Information (a) constitutes Seller's own business records regarding the Purchased Accounts and (b) accurately reflects in all material respects the information about the Purchased Accounts in Seller's possession. All of Seller's Accounts Information has been kept in the regular course of Seller's business, and was made or compiled at or near the time of the event and recorded by (or from information