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FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019
AFFIDAVIT OF FACTS AND SALE OF ACCOUNT BY
ACCOUNT SERVICER ON BEHALF OF ORIGINAL CREDITOR
STATE OF MINNESOTA
COUNTY OF Hennepin
Account Holder: DAWN BAKER ("Account Holder")
Account: GETTINGTON CREDIT ACCOUNT ("Account")
Account Number: 6578 ("Account Number")
On January 7, 2019, Dara Hak ("Affiant") stated under oath:
1. I am an employee of Bluestem Brands, Inc. ("Bluestem"). Bluestem is the servicer of the GETTINGTON
CREDIT ACCOUNT issued by WebBank. WebBank, a Utah chartered industrial bank, was the owner of DAWN
BAKER account at the time of charge off ("Original Creditor"). As servicer of the GETTINGTON CREDIT
ACCOUNT issued by WebBank, Bluestem is the custodian of, and I have personal knowledge of and access to,
the books and records
concerning the GETTINGTON CREDIT ACCOUNT issued by WebBank ("Business
Records"), including electronic records, relating to a pool of charged-off consumer credit accounts sold or assigned
by WebBank to Bluestem and then sold by Bluestem to Sherman Originator III ("Debt Buyer"), on 07/26/2017
(the "Sale"), which included the account ("Account") of the consumer ("Consumer") identified in the Exhibit(s)
attached hereto and incorporated herein. As part of the Sale, Original Creditor assigned all of its interest in the
Account, including the right to any proceeds from the Accounts, to Bluestem, which then transferred those rights
to Debt Buyer along with the Business Records relating to the Account. True and correc: copies of the bills of sale
or written assignments of the Account are attached as an exhibit to this affidavit.
2. In my position, I also have personal knowledge of Bluestem's procedures for creating and maintaiñiñg its
Business Records, including its procedures relating to the sale and assignment of consumer credit accounts.
Bluestem's Brincss 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 Bluestem's Business Records, I have personal knowledge of the facts set
forth in this affidavit.
3. Original Creditor and Consumer were parties to a credit agreemêñt serviced by Bluestem ("Agreement").
Consumer agreed to pay Original Creditor for all goods, services and cash advances provided pursuant to the
Agreement. The date and the amount of the last payment, if any, by Censumer
made are set forth in an exhibit
attached hereto and made a part hereof. Consumer defaulted and a demand for paymer t was made by Bluestcm
on behalf of Original Creditor. A true and correct copy of the Agreement is attached as an exhibit to this affidavit.
4. I have personal knowledge of Bluestem's pscedürcs for generating and mailing account statements to
customers. It is the regular practice of Bluestem's business as servicer to provide periodic account statements to
its customers. Bluestem sent one or more account statements relating to the Consumer's Account to Consumer on
the date(s) and for the amount(s) due set forth in an exhibit attached hereto and made a part hereof. The account
statement(s) were mailed to Consumer's last known address and Blücstcm's Business Records do not reflect that
the statement(s) were returned by the post office or that the Consumer objected to them. A true and correct copy
of the most recent acccüñt statement(s) generated and mailed by Bhicstem is attached as 2n exhibit to this affidavit.
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. .
5. At the time of Sale, Consumer owed the amount set forth in the exhibits attached hereto and made a part
hereof, which also set forth the name of the Consumer; the last four digits of the Account number; the date and
amount of the charge-off balance; the date and amount of the last payment, if any; the total amounts, if applicable,
of any post-charge-off interest and post-charge- off fees and charges; any post-charge-off credits or payments
made by or on behalf of the Consumer; and the balance due at the time of the Sale.
The above statements are true and correct to the best of my personal knowledge.
FURTHER AFFIANT SAYETH NOT.
Signed this 07 day of January, 2019.
Dara Ha , Sr Credit System Analyst
Subscribed and sworn to before me this 07 day of January, 2019, by Dara Hak, Sr Credit System Analyst of
Bluestem Brands, Inc.
Notary Public
My commission expires: 01/31/2023
(Notary Stamp)
. Michael Anthony Weinan
-
Notary Public Minnesota
My Jan.31,2023
Commissicñûpires
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GETTINGTONSCUSA FORWARD
RECIEVABLES FLOW
EXHIBIT B
ASSIGNMENT AND BILL OF SALE
Bluestem Brands, Inc., for itself and as agent for Sentander Consumer U.S.A. ("SCUSA")
collectively ("Seller") has entered into a Purchase Agreement ("Agreement") dated May 26, 2017 for the
sale of accounts and associated receivabics, described in Schedule 1 hereto (the "Purchased Accounts"),
to Sherman Originator III LLC ("Buyer") upon the terms and conditions set forth in that A¡;-::nst.
This ASSIGNMENT AND BILL OF SALE is for the Purchased Accounts, as further described 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 hereby sells, assigns and
transfers to Buyer all rights, title and interest in each and every one of the I'archased 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 centained 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 ±ensmined
by) a person (i) with knowledge of the data entered into and maintained in Seller's business records or (ii)
who caused the data to be entered into and maintained in Seller's business records. It is the regular practice
of Seller's business to maintain and compile such data.
IN WITNESS WHEREOF, Seller has signed and delivered this instrument on the 26 day of July,
2017.
Seller: Bluestem Brands, Inc.
7075 Flying Cloud Dr
Eden Prairie, MN 55344
By:
SVP, Credit Operations, Credit
Management
Santander Consumer U.S.A.
By Bluestem Brands, Inc., as agent
By:
Rick Winship
SVP, Credit Operations, Credit
Management
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GETTINGTON
SCUSA
RECIEVABLES FLOW
FORWARD
SCHEDULE 1 TO ASSIGNMENT AND BILL OF SALE
ACCOUNTS SCHEDULE
The liidividual 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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GETTINGTON
SCUSA FORWARD
RECIEVABLES FLOW
EXHIBIT F
BILL OF SALE
OF ORIGINAL CREDITOR OR ACQUIRER ATTACHED HERETO
.
I
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GETTINGTON FORWARD FLO.W
SCUSA RECEIV.ABLES
EXHIBTT F
BILL OF SALE OF ORIGINAL GREDITOR OR ACQUIRER (WBBBANK)
FOR VALUE RECEIVED, and subjedt to the tenus and condhieus of the Charged-
Off Apcourit Pu these Agreement ("Account Purchase Agreement") between WebBank ("Bank")
and Illuestem Brands, Inc., dàted lanuary 10,_2013, Bank does hereby fransfe't, assign and gonvey
to Bluestem Brands, Inc., as of the date hereof all right, title and interest of Bank in and to those
certain Charged-Off Accounts described in Schedule 1 anached heretc and mate a pait hereof for
all purposes. Terms used herein shall häve the b3eanjngs set forth in the Account Purchase
Agreement
This BILL OF SALE is ekecúted withqut recourse and without representationof any
Warranty of collectability or otherwise, expressed or implied.
Dated this n day ofluly, 20t7.
.
WEBBANK
Name: Steve Stanford
Title: Controllet
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GETTINGTONSCUSA
RECIEVABLES
FORWARD
FLOW
SCHEDULE 1 TO BILL OF SALE OF ORIGINAL CREDITOR
ACCOUNTS SCHEDULE
The individual Purchased Accounts transferred are described in the final electronic files named
Sherman-GTNSCUSA_20170717 and delivered by WebBank to BIüesters on or about July 24, 2017, the
same deemed attached hereto by this refcrcñce.
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WebBank
Gettington Credit Account Agreement
This is the Agreement which covers your credit account (called your "Account") wit7 WebBank for
purchases you make with Gettington. You can use your Account to purchase goods or services from
Gettington or any merchant authorized to accept your Account, and to pay for goods and services
offered in connection with your Account. You may only use your Account for personal, family, and
household purposes. You and WebBank will be bound by this Agreement from the first time a
transaction is posted to your Account.
"you" "your"
In this Agreement, and in your monthly statements ("Statements"), the words and refer to
the person named on the credit account we issue or who has signed application or acceptance forms,
"us" "our"
and the words "we", and refer to WebBank. An applicant, if married, may apply for a separate
account.
Your Promise to Pay. You promise to pay for (a) credit extended by WebBank to you or anyone you
allow to use your Account; (b) interest charges, late fees, and all other charges provided in this
Agreement or that you (or anyone you allow to use your Account) agree to pay; and (c) co!!ection costs
attorneys'
and fees to the extent permitted by applicable law if your Account should go into default. If
your Account is a joint Account, all joint Account holders promise to pay and be jointly and individually
responsible for all amounts due under this Agreement.
Available Credit. We will assign you a credit limit, and we will indicate your current credit limit on each
Statement. You agree not to exceed the credit limit that we establish for you. If you request a
transaction that would exceed the credit limit, we may decline it or we may allow the transaction
without increasing your credit limit. You will be obligated to pay any amount in excess of your credit
limit in accordance with the terms of this Agreement. We reserve the right to delay an immediate
increase in available credit due to a payment(s) made on your WebBank /Gettington Credit Account We
may increase or reduce your credit limit, or suspend or terminate your Account, at any time with or
without cause. We will provide notice to you to the extent required by applicable law.
Statements. We will send you a Statemêñt covering each billing cycle in which you have a balance
(including deferred balances, if applicable), or if required by law. Billing cycles are approximately one
month long. Each Statement will reflect: (a) the total amount you owed on the first day of your billing
cycle (called the "previous balance"), which will include any deferred balarice (see below under the
heading "Deferral Periods"); (b) payments, credits, purchases and interest charges, and all other charges
made to your Account during the billing cycle; (c) the total amount you owed at the end of the billing
cycle (called "new balance"); (d) the minimum payment you must make (called the "minimum
payment"); and (e) the date by which the minimum payment must be paid to avoid a late charge.
Payments. Each month, your minimum payment is due by the date set forth on the Statement, which
will be at least 24 days from the Statement date. You may pay more than the minimum payment, up to
the entire new balance, at any time.
Calculating your minis payment. Your minimum payment each month will be your Account's
scheduled minimum payment amount plus any amount that is past due.
Your Account minimum payment amount is determined by the purchases and balances on your
Account. When you make a purchase, if you do not already have an outstanding balance, then your
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minimum payment amount will be equal to 5.5% of the original purchase price or $20.00,
whichever is greater at the time of purchase. This minimum payment amount will remain fixed until
any one of the following events occurs: (a) any return is posted to your Account; (b) a new
purchase is added to your balance. When any of these events occurs, we will recalculate the
minimum payment amount to be equal to 5.5% of the balance or $20.00, whichever is greater at
the time of our recalculation. When your payrnents reduce your balance to $0, then the minimum
payment due will be equal to $0.
Payment Instructions. All payments made by mail must be made by check or money order, following the
instructions in this Agreement and on your Statement. You agree that we may retu-n any payment you
make, without applying the payment to your Account and without presentment or protest, for reasons
including, but not limited to, that the check or money order: (1) is not drawn on the U.S. Post Office or a
financial institution located in the United States; (2) is missing a signature; (3) is drawn with different
numeric and written amounts; (4) contains a restrictive endorsement; (5) is post-dated; (6) is not
payable to WebBank or its assigns; or (7) is not payable in U.S. dollars. If we accept a check payment
made in U.S. dollars and drawn on a financial institution not located in the United States, you agree to
pay any bank collection fees we incur. We can accept late or partial payments, or checks or money
Full"
orders marked "Payment in or otherwise restrictively endorsed, without losing any of our rights
under this Agreement. All payments under this Agreernent must be received at the address specified on
your billing statement. Payments may also be made electronically on the web or phone, by ACH
payment from a checking or savings account.|iowevêr, you may not make a payment using any credit
card issued by WebBank. We may charge a processing fee for payments made by means other than mail,
and the fee will be disclosed at the time you request to make a payment.
How We Figure Perisdic Finance Charges. If the total periodic interest charges for a month are less
than $0.50 then we charge a minimum periodic interest charge of $0.50 which we will apply to the
applicable balance.
Determining the Finance Charge on your Account. To determine the amount of in:erest charges
applicable to your Account we multiply the Average Daily Balance times the monthly periodic rate for
the plan.
Average Daily Balance. To get the Average Daily Balance, we take the beginning balance of your
Account each day, add any new purchases on that day, and subtract any payments or credits we apply
that day. We add interest charges to your Account on a monthly basis. We add other charges and fees,
such as late fees, to your Account on the day that such charges or fees are posted to the Account. If your
Account has an overall credit balance, we treat this as a $0 balance. This gives us the daily balance. Then
we add up all the daily balances for each day in the billing cycle and divide the total by the number of
days in the billing cycle. This gives us the Average Daily Balance.
Variable APR. Your Annual Percentage Rate (APR) may vary and may increase. The APR is determined
Rate"
by adding 21.65% to the Prime Rate (also called the "Index and defined belov/). The monthly
periodic rate is determined by dividing the APR by 12.
An increase in your APR will not increase your scheduled monthly payment amount, but may increase
the time required to repay your Account balance.
Rate"
The Index Rate used to determine the applicable APR is the highest "Prime as published in the
Rates"
"Money section of the Midwest Edition of the Wall Street Journal on the firs: day of your billing
cycle or, if the Wall Street Journal was not published on that date, the most recent day on which it was
published.
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The finance charges that are assessed, including the monthly periodic rate, will be in amounts or at rates
that do not exceed those permitted by law. As of 03/29/2017 the APR is 25.65% which corresponds to a
monthly rate of 2.138%. The amount of periodic interest charges and APRs; are subject to change. See
Charges)."
below under the heading "Change of Terms (including Interest
When interest charges begin to accrue. Interest charges begin to accrue on each purchase on the date
of the purchase. However, if you paid the new balance on your previous Statement by the payment due
date shown on that statement, then: (1) if you pay the new balance on your current billing statement by
the payment due date shown, we impose no interest charges on purchases during the current billing
cycle, and (2) if you make a payment by the payment due date shown on your current statement that is
less than the new balance, we will credit that payment as of the first day in your current billing cycle. In
addition, if your previous Statement reflected a new balance and you did not pay that new balance in
full by the payment due date on that previous statement, then we will not impose interest charges on
any purchases during the current billing cycle if you pay the new balance shown on your current
Statement by the payment due date reflected on that current Statement.
Deferral Periods. From time to time, we may offer you the opportunity to enter into promotions. Terms
of these promotions will be provided in connection with any offers.
Late Fees. Late fees will be equal to your minimum payment due with a maximum amount of up to
$27.00 for the first time offense and will increase to a maximum amount of $38.00 if you did not make
your minimum payment on time in any one of the 6 prior cycles, (or the extent pe-mitted by law).. The
late fee will never be greater than your minimum payment due to which the late fee relates.
Returned Payment Fee. Returned payment fees will be equal to your minimum payment with a
maximum amount of up to $27.00 for the first time offense and will increase to a maximum amount of
$38.00 if you had any returned payments in any one of your 6 prior billing cycles (or to the extent
permitted by applicable law). The returned payment fee will never be greater than your most recent
minimum payment due.
No Annual Account Fee. You are not charged a separate annual fee to maintain your account.
Application of Payments. Each payment you send to us will be applied to your Account in a manner
consistent with applicable law. Generally, we will apply your payment first to satisfy all minimum
payrnents due. You may pay the entire balance on your account at any time without incurring any
additional charge for prepayment.
Change of Terms (including Interest Charges). Subject to app!!cable law, we may change or terminate
any term of this Agreement or add new terms at any time, including, without limitation, adding or
increasing fees, increasing your minimum payment and increasing the rate or amount of interest
charges or changing the method of computing the balance upon which interest charges are assessed.
Prior written notice will be provided to you when required by applicable law. Changes may apply to new
and outstanding balances, subject to any limitations under applicable law.
Default. You will be in default under this Agreement if: (a) you fail to make at least the minimum
payment by the Payment Due Date specified on your Statement; (b) you violate any other provision of
this Agreement; (c) you die; (d) you become the subject of bankruptcy or insolvency proceedings; (e)
you or any part of your property becomes the object of attachment, foreclosure, repossession, lien,
judgment, or garnishment proceedings; (1) you fail to provide to us any information we reasonably deem
necessary; (g) you supply us with misleading, false, incomplete or incorrect information; (b) we receive
information indicating that you are unable to perform the terms and conditions of this Agreement; (i)
you move out of the United States; or (j)you use your Account in an unlawful manner. Upon default, we
have the right to require you to pay your entire Account balance (including all deferred purchases and
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all accrued but unpaid charges) immediately, and to sue you for what you owe. You will pay our court
attorneys'
costs, reasonable fees and other collection costs related to the default to the extent
unde- this Agreement will
permitted by applicable law. Following any default, any balances outstanding
continue to accrue interest charges until paid in full and will be subject to all the te-ms and conditions of
attorneys'
this Agreement, except that we will apply your payments first to fees and other court costs,
and then in the order set forth
Preview
FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 AFFIDAVIT OF FACTS AND SALE OF ACCOUNT BY ACCOUNT SERVICER ON BEHALF OF ORIGINAL CREDITOR STATE OF MINNESOTA COUNTY OF Hennepin Account Holder: DAWN BAKER ("Account Holder") Account: GETTINGTON CREDIT ACCOUNT ("Account") Account Number: 6578 ("Account Number") On January 7, 2019, Dara Hak ("Affiant") stated under oath: 1. I am an employee of Bluestem Brands, Inc. ("Bluestem"). Bluestem is the servicer of the GETTINGTON CREDIT ACCOUNT issued by WebBank. WebBank, a Utah chartered industrial bank, was the owner of DAWN BAKER account at the time of charge off ("Original Creditor"). As servicer of the GETTINGTON CREDIT ACCOUNT issued by WebBank, Bluestem is the custodian of, and I have personal knowledge of and access to, the books and records concerning the GETTINGTON CREDIT ACCOUNT issued by WebBank ("Business Records"), including electronic records, relating to a pool of charged-off consumer credit accounts sold or assigned by WebBank to Bluestem and then sold by Bluestem to Sherman Originator III ("Debt Buyer"), on 07/26/2017 (the "Sale"), which included the account ("Account") of the consumer ("Consumer") identified in the Exhibit(s) attached hereto and incorporated herein. As part of the Sale, Original Creditor assigned all of its interest in the Account, including the right to any proceeds from the Accounts, to Bluestem, which then transferred those rights to Debt Buyer along with the Business Records relating to the Account. True and correc: copies of the bills of sale or written assignments of the Account are attached as an exhibit to this affidavit. 2. In my position, I also have personal knowledge of Bluestem's procedures for creating and maintaiñiñg its Business Records, including its procedures relating to the sale and assignment of consumer credit accounts. Bluestem's Brincss 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 Bluestem's Business Records, I have personal knowledge of the facts set forth in this affidavit. 3. Original Creditor and Consumer were parties to a credit agreemêñt serviced by Bluestem ("Agreement"). Consumer agreed to pay Original Creditor for all goods, services and cash advances provided pursuant to the Agreement. The date and the amount of the last payment, if any, by Censumer made are set forth in an exhibit attached hereto and made a part hereof. Consumer defaulted and a demand for paymer t was made by Bluestcm on behalf of Original Creditor. A true and correct copy of the Agreement is attached as an exhibit to this affidavit. 4. I have personal knowledge of Bluestem's pscedürcs for generating and mailing account statements to customers. It is the regular practice of Bluestem's business as servicer to provide periodic account statements to its customers. Bluestem sent one or more account statements relating to the Consumer's Account to Consumer on the date(s) and for the amount(s) due set forth in an exhibit attached hereto and made a part hereof. The account statement(s) were mailed to Consumer's last known address and Blücstcm's Business Records do not reflect that the statement(s) were returned by the post office or that the Consumer objected to them. A true and correct copy of the most recent acccüñt statement(s) generated and mailed by Bhicstem is attached as 2n exhibit to this affidavit. 1 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 . . 5. At the time of Sale, Consumer owed the amount set forth in the exhibits attached hereto and made a part hereof, which also set forth the name of the Consumer; the last four digits of the Account number; the date and amount of the charge-off balance; the date and amount of the last payment, if any; the total amounts, if applicable, of any post-charge-off interest and post-charge- off fees and charges; any post-charge-off credits or payments made by or on behalf of the Consumer; and the balance due at the time of the Sale. The above statements are true and correct to the best of my personal knowledge. FURTHER AFFIANT SAYETH NOT. Signed this 07 day of January, 2019. Dara Ha , Sr Credit System Analyst Subscribed and sworn to before me this 07 day of January, 2019, by Dara Hak, Sr Credit System Analyst of Bluestem Brands, Inc. Notary Public My commission expires: 01/31/2023 (Notary Stamp) . Michael Anthony Weinan - Notary Public Minnesota My Jan.31,2023 Commissicñûpires 2 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 GETTINGTONSCUSA FORWARD RECIEVABLES FLOW EXHIBIT B ASSIGNMENT AND BILL OF SALE Bluestem Brands, Inc., for itself and as agent for Sentander Consumer U.S.A. ("SCUSA") collectively ("Seller") has entered into a Purchase Agreement ("Agreement") dated May 26, 2017 for the sale of accounts and associated receivabics, described in Schedule 1 hereto (the "Purchased Accounts"), to Sherman Originator III LLC ("Buyer") upon the terms and conditions set forth in that A¡;-::nst. This ASSIGNMENT AND BILL OF SALE is for the Purchased Accounts, as further described 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 hereby sells, assigns and transfers to Buyer all rights, title and interest in each and every one of the I'archased 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 centained 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 ±ensmined by) a person (i) with knowledge of the data entered into and maintained in Seller's business records or (ii) who caused the data to be entered into and maintained in Seller's business records. It is the regular practice of Seller's business to maintain and compile such data. IN WITNESS WHEREOF, Seller has signed and delivered this instrument on the 26 day of July, 2017. Seller: Bluestem Brands, Inc. 7075 Flying Cloud Dr Eden Prairie, MN 55344 By: SVP, Credit Operations, Credit Management Santander Consumer U.S.A. By Bluestem Brands, Inc., as agent By: Rick Winship SVP, Credit Operations, Credit Management Page 3 3 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 GETTINGTON SCUSA RECIEVABLES FLOW FORWARD SCHEDULE 1 TO ASSIGNMENT AND BILL OF SALE ACCOUNTS SCHEDULE The liidividual 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 4 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 GETTINGTON SCUSA FORWARD RECIEVABLES FLOW EXHIBIT F BILL OF SALE OF ORIGINAL CREDITOR OR ACQUIRER ATTACHED HERETO . I Page 12 5 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 GETTINGTON FORWARD FLO.W SCUSA RECEIV.ABLES EXHIBTT F BILL OF SALE OF ORIGINAL GREDITOR OR ACQUIRER (WBBBANK) FOR VALUE RECEIVED, and subjedt to the tenus and condhieus of the Charged- Off Apcourit Pu these Agreement ("Account Purchase Agreement") between WebBank ("Bank") and Illuestem Brands, Inc., dàted lanuary 10,_2013, Bank does hereby fransfe't, assign and gonvey to Bluestem Brands, Inc., as of the date hereof all right, title and interest of Bank in and to those certain Charged-Off Accounts described in Schedule 1 anached heretc and mate a pait hereof for all purposes. Terms used herein shall häve the b3eanjngs set forth in the Account Purchase Agreement This BILL OF SALE is ekecúted withqut recourse and without representationof any Warranty of collectability or otherwise, expressed or implied. Dated this n day ofluly, 20t7. . WEBBANK Name: Steve Stanford Title: Controllet 6 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 GETTINGTONSCUSA RECIEVABLES FORWARD FLOW SCHEDULE 1 TO BILL OF SALE OF ORIGINAL CREDITOR ACCOUNTS SCHEDULE The individual Purchased Accounts transferred are described in the final electronic files named Sherman-GTNSCUSA_20170717 and delivered by WebBank to BIüesters on or about July 24, 2017, the same deemed attached hereto by this refcrcñce. Page 13 7 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 WebBank Gettington Credit Account Agreement This is the Agreement which covers your credit account (called your "Account") wit7 WebBank for purchases you make with Gettington. You can use your Account to purchase goods or services from Gettington or any merchant authorized to accept your Account, and to pay for goods and services offered in connection with your Account. You may only use your Account for personal, family, and household purposes. You and WebBank will be bound by this Agreement from the first time a transaction is posted to your Account. "you" "your" In this Agreement, and in your monthly statements ("Statements"), the words and refer to the person named on the credit account we issue or who has signed application or acceptance forms, "us" "our" and the words "we", and refer to WebBank. An applicant, if married, may apply for a separate account. Your Promise to Pay. You promise to pay for (a) credit extended by WebBank to you or anyone you allow to use your Account; (b) interest charges, late fees, and all other charges provided in this Agreement or that you (or anyone you allow to use your Account) agree to pay; and (c) co!!ection costs attorneys' and fees to the extent permitted by applicable law if your Account should go into default. If your Account is a joint Account, all joint Account holders promise to pay and be jointly and individually responsible for all amounts due under this Agreement. Available Credit. We will assign you a credit limit, and we will indicate your current credit limit on each Statement. You agree not to exceed the credit limit that we establish for you. If you request a transaction that would exceed the credit limit, we may decline it or we may allow the transaction without increasing your credit limit. You will be obligated to pay any amount in excess of your credit limit in accordance with the terms of this Agreement. We reserve the right to delay an immediate increase in available credit due to a payment(s) made on your WebBank /Gettington Credit Account We may increase or reduce your credit limit, or suspend or terminate your Account, at any time with or without cause. We will provide notice to you to the extent required by applicable law. Statements. We will send you a Statemêñt covering each billing cycle in which you have a balance (including deferred balances, if applicable), or if required by law. Billing cycles are approximately one month long. Each Statement will reflect: (a) the total amount you owed on the first day of your billing cycle (called the "previous balance"), which will include any deferred balarice (see below under the heading "Deferral Periods"); (b) payments, credits, purchases and interest charges, and all other charges made to your Account during the billing cycle; (c) the total amount you owed at the end of the billing cycle (called "new balance"); (d) the minimum payment you must make (called the "minimum payment"); and (e) the date by which the minimum payment must be paid to avoid a late charge. Payments. Each month, your minimum payment is due by the date set forth on the Statement, which will be at least 24 days from the Statement date. You may pay more than the minimum payment, up to the entire new balance, at any time. Calculating your minis payment. Your minimum payment each month will be your Account's scheduled minimum payment amount plus any amount that is past due. Your Account minimum payment amount is determined by the purchases and balances on your Account. When you make a purchase, if you do not already have an outstanding balance, then your 8 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 minimum payment amount will be equal to 5.5% of the original purchase price or $20.00, whichever is greater at the time of purchase. This minimum payment amount will remain fixed until any one of the following events occurs: (a) any return is posted to your Account; (b) a new purchase is added to your balance. When any of these events occurs, we will recalculate the minimum payment amount to be equal to 5.5% of the balance or $20.00, whichever is greater at the time of our recalculation. When your payrnents reduce your balance to $0, then the minimum payment due will be equal to $0. Payment Instructions. All payments made by mail must be made by check or money order, following the instructions in this Agreement and on your Statement. You agree that we may retu-n any payment you make, without applying the payment to your Account and without presentment or protest, for reasons including, but not limited to, that the check or money order: (1) is not drawn on the U.S. Post Office or a financial institution located in the United States; (2) is missing a signature; (3) is drawn with different numeric and written amounts; (4) contains a restrictive endorsement; (5) is post-dated; (6) is not payable to WebBank or its assigns; or (7) is not payable in U.S. dollars. If we accept a check payment made in U.S. dollars and drawn on a financial institution not located in the United States, you agree to pay any bank collection fees we incur. We can accept late or partial payments, or checks or money Full" orders marked "Payment in or otherwise restrictively endorsed, without losing any of our rights under this Agreement. All payments under this Agreernent must be received at the address specified on your billing statement. Payments may also be made electronically on the web or phone, by ACH payment from a checking or savings account.|iowevêr, you may not make a payment using any credit card issued by WebBank. We may charge a processing fee for payments made by means other than mail, and the fee will be disclosed at the time you request to make a payment. How We Figure Perisdic Finance Charges. If the total periodic interest charges for a month are less than $0.50 then we charge a minimum periodic interest charge of $0.50 which we will apply to the applicable balance. Determining the Finance Charge on your Account. To determine the amount of in:erest charges applicable to your Account we multiply the Average Daily Balance times the monthly periodic rate for the plan. Average Daily Balance. To get the Average Daily Balance, we take the beginning balance of your Account each day, add any new purchases on that day, and subtract any payments or credits we apply that day. We add interest charges to your Account on a monthly basis. We add other charges and fees, such as late fees, to your Account on the day that such charges or fees are posted to the Account. If your Account has an overall credit balance, we treat this as a $0 balance. This gives us the daily balance. Then we add up all the daily balances for each day in the billing cycle and divide the total by the number of days in the billing cycle. This gives us the Average Daily Balance. Variable APR. Your Annual Percentage Rate (APR) may vary and may increase. The APR is determined Rate" by adding 21.65% to the Prime Rate (also called the "Index and defined belov/). The monthly periodic rate is determined by dividing the APR by 12. An increase in your APR will not increase your scheduled monthly payment amount, but may increase the time required to repay your Account balance. Rate" The Index Rate used to determine the applicable APR is the highest "Prime as published in the Rates" "Money section of the Midwest Edition of the Wall Street Journal on the firs: day of your billing cycle or, if the Wall Street Journal was not published on that date, the most recent day on which it was published. 9 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 The finance charges that are assessed, including the monthly periodic rate, will be in amounts or at rates that do not exceed those permitted by law. As of 03/29/2017 the APR is 25.65% which corresponds to a monthly rate of 2.138%. The amount of periodic interest charges and APRs; are subject to change. See Charges)." below under the heading "Change of Terms (including Interest When interest charges begin to accrue. Interest charges begin to accrue on each purchase on the date of the purchase. However, if you paid the new balance on your previous Statement by the payment due date shown on that statement, then: (1) if you pay the new balance on your current billing statement by the payment due date shown, we impose no interest charges on purchases during the current billing cycle, and (2) if you make a payment by the payment due date shown on your current statement that is less than the new balance, we will credit that payment as of the first day in your current billing cycle. In addition, if your previous Statement reflected a new balance and you did not pay that new balance in full by the payment due date on that previous statement, then we will not impose interest charges on any purchases during the current billing cycle if you pay the new balance shown on your current Statement by the payment due date reflected on that current Statement. Deferral Periods. From time to time, we may offer you the opportunity to enter into promotions. Terms of these promotions will be provided in connection with any offers. Late Fees. Late fees will be equal to your minimum payment due with a maximum amount of up to $27.00 for the first time offense and will increase to a maximum amount of $38.00 if you did not make your minimum payment on time in any one of the 6 prior cycles, (or the extent pe-mitted by law).. The late fee will never be greater than your minimum payment due to which the late fee relates. Returned Payment Fee. Returned payment fees will be equal to your minimum payment with a maximum amount of up to $27.00 for the first time offense and will increase to a maximum amount of $38.00 if you had any returned payments in any one of your 6 prior billing cycles (or to the extent permitted by applicable law). The returned payment fee will never be greater than your most recent minimum payment due. No Annual Account Fee. You are not charged a separate annual fee to maintain your account. Application of Payments. Each payment you send to us will be applied to your Account in a manner consistent with applicable law. Generally, we will apply your payment first to satisfy all minimum payrnents due. You may pay the entire balance on your account at any time without incurring any additional charge for prepayment. Change of Terms (including Interest Charges). Subject to app!!cable law, we may change or terminate any term of this Agreement or add new terms at any time, including, without limitation, adding or increasing fees, increasing your minimum payment and increasing the rate or amount of interest charges or changing the method of computing the balance upon which interest charges are assessed. Prior written notice will be provided to you when required by applicable law. Changes may apply to new and outstanding balances, subject to any limitations under applicable law. Default. You will be in default under this Agreement if: (a) you fail to make at least the minimum payment by the Payment Due Date specified on your Statement; (b) you violate any other provision of this Agreement; (c) you die; (d) you become the subject of bankruptcy or insolvency proceedings; (e) you or any part of your property becomes the object of attachment, foreclosure, repossession, lien, judgment, or garnishment proceedings; (1) you fail to provide to us any information we reasonably deem necessary; (g) you supply us with misleading, false, incomplete or incorrect information; (b) we receive information indicating that you are unable to perform the terms and conditions of this Agreement; (i) you move out of the United States; or (j)you use your Account in an unlawful manner. Upon default, we have the right to require you to pay your entire Account balance (including all deferred purchases and 10 of 20 FILED: ERIE COUNTY CLERK 02/21/2019 02:04 PM INDEX NO. 805207/2018 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 02/21/2019 all accrued but unpaid charges) immediately, and to sue you for what you owe. You will pay our court attorneys' costs, reasonable fees and other collection costs related to the default to the extent unde- this Agreement will permitted by applicable law. Following any default, any balances outstanding continue to accrue interest charges until paid in full and will be subject to all the te-ms and conditions of attorneys' this Agreement, except that we will apply your payments first to fees and other court costs, and then in the order set forth