Preview
FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021
AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER
(Debt Buyer Actions)
- .
The undersigned, being duly sworn, deposes and says:
1. l am an empicyee of Bluestem Brands, Inc. ("Debt Seller"), and I have personal knowledge of and
access to Debt Seller's books and records ("Business
Records"), including electronic
records,
relating to a pool of charged-off censumer credit accounts purchased by or assigned to the Debt
Seller from WEBBANK on November 27, 2018 (the "Purchase"), which included the accounts
("Accounts") of the consumers ("Consumers") identified in the exhibits attached hereto and
incorporated herein. As part of the Purchase, WEBBANK assigned all of its interest in the Accounts
to Debt Seller, and it transferred Business Records relating to the Accounts to Debt Seller. The
receivables as-cciated with the Accounts, serviced by Debt Seller on behalf of Santander Consumer
USA, Inc. ("SCUSA"), were likewise transferred to Debt Seller as part of the Purchase-
2. In my position, l atso have personal kr,üw|édge of Debt Seller's procedures for creating and
maintaining its Business Records, including its procedures relating to the purchase, sale and
assignmerit 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 November 28, 2018, Debt Seller sold or assigned a pool of charged-off consumer credit
accounts to Jefferson Capital Systems, LLC (the "Sale"), which included the Accounts of the
Consumers. At that time, Debt Seller assigned all of its interest in the Accounts, including SCUSA's
interest in the receivables, and including the right to any proceeds from the Accounts, to Jefferson
Capital Systems, LLC. As part of the Sale, Business Records relating to the Accounts were
transferred to Jefferson Capital Systems, 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 Accüüñts is emched as an exhibit to this affidavit-
4. At the time of Sale, each Consumer owed the amount set forth opposite their name in an exhibit
attached hereto and made a part hereof, which also sets forth the amount of the chargesff
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 payments made by or on behalf of each
respective Consumer.
The above statements are true and correct to the best of my personal knowledge.
Date: December 27, 2018
ignature
Philip Ott
Name
Sworn to before me this 27 day
of December, 2018.
UNDAKAYELOGER
NotaryPublic
Minnesota
My CommMe Expires
Public Jan31,2023
Notary
1 zu
202™™8
EF21-301
11/15/2021 12:29:23 PM
Pages 16
II Elizabeth Larkin, County Clerk
1 of 16
FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021
Affidavit of Facts and Sale of Account -SCUSA_I1282018
CEKnFICATE OF CONFORMITY
STATE OF MINNESOTA
COUNTY OF HENNEPIN
The undersigned does hereby certify that he/she is an attorney at law duly admitted to practice in the State
Ecsepi-
of Minnesota, and is a resident of county, in the State of Minnesota; that he/she is a person duly
qualified to make this certificate of conformity pursuant to the laws of the State of Minnesota; that the
foregoing acknowledgment by Philip Ott 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 of the
State of Minnesota, being the State in which it was taken; and that it duly conforms with such laws and is
in an respects valid and effective in such state.
.
12/27/2018
Date A ate of Minnesota - Julie
ey at law for the Wingert
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FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF
DELQ
DOC. NO. 8
1118 BSBlNC 201811
RECEIVED NYSCEF: 11/15/2021
FINGERHUT SCUSA RECEIVABLES FORWARD FLOW
EXH]BIT B
ASSiONMENT AND BILL OF SALE
Bluestem Bamds, Inc., for itself and as agent for Santander Consumer U.S.A. ("SCUSA")
collectively ("Seller") has entered into a Pmchase Agreement ("Agreement") dated, Pebman 27th,
2017 for the sale of Accounts and Receivables, described in Schedule 1 hereto (the "Pmchased
Accounts"), to Jefferson Capital Systems, LLC ("Buyer") upon the terms imd conditioris set forth
in that Agreement
This ASSILWMWF AND BEL OF SALE is for the Purchased Accounts delivered, as further
described in Schedule 1 which is hereby included by reference, delivered by Seller to Buyer.
NOW, THEREPORE, for good and valuable consideration, Seller hereby seBs, assigns and
transfers to Buyer all of the Seller's rights, title and interest in each and every one of the Pmehased
Accounts desenhd in the Agreement.
This ASSIGNMENT AND BELOF SALE is executed without recourse or warnaties except as
stated and pmvided and -within the Agreement.
for herein All òf the information contained in
Seller's Accounts Information (a) constitutes Seller's own business records regarding the Pmchased
Accounts and (b) accurately reflects in all material respects the information about the Phad
Accounts in Seller's possession. All of Seller's Accounts Information bas been kept in the regulir
course of Sc!!er's business, and was made or compiled at or near the time of the event and recorded
by (or from infonnation tr==ittal by) a pemon (i) with knowledge of the data eistered into and
maintained in Seller's business reconts or (ii) who caused the data to be entered into and n'•wah-d
in Seller's bmin= records. It is the regular practice of Seller's business to maintain and compile
such data.
Buyer and Seller agree that the Purcitase Price shall be as stated in the Closing Statement, attached
to the Agr=amit.
Capitalized terms used but not defined berein will have the meanings given thern in the Aareement.
ÓN WITNESS WHEREOF, .Seller has signed and delivered.this. instrument on the 28 day of
November 2018.
Bluestem Brands, Inc. . .. 3 . . . . .
e P & President, Credit.Services
Bluestem Brands, Inc.
--
as A C'oñ
EVP & President, Credit Services
2
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FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021
FINCERHUT JURWARD FLOW
SCUSA RECEJVABLES
EXttIBlT D
AFFIDAVTI OF SALE OF ACCOUNTSBY OR!G!NAL
CREDITOR OR ACOUIRFA t WEBBANK)
STATE OFUTAH
COUNTY OF SALTIAKE
Jon Sargeri beingduty sworn, deposesandsays:
1. I areever 18andant a party,nor employed a
by party, to thesale of certain accountsby Blucsteal Brands Inc. to Jefferson
Capital SystemsLIJC. 1am Cenuoller of WebBank. In
that capacity, I am awareof the processof the saleand
of cIcetrnnkally stored businessreserds. andgnrnent
2. WebBank owned certain accounts and
instructed its servicer, Bluestern Brands inc., to maintain and record
information in the recordsas they relateto suchaccounts. 1am authorized(o consin
makethe slatementsand represemationsset
forth In eds afTalavkan behalf of WebBent The
statementsset forth herein are true and correct basedea
knowledg4 ray review of thebusinessrecordsof WebRank.or representations my personal
3. My dullea include madeby Blues:cmBrands,Inc.
having knowledgeof, and accessthrough WebBank's servicer,BluesternBrands,Ine., 10certain
recordsrelatinEto the Accounta(as defined business
belowy Theserecordsarc kept by WebBank'sservicer,_Bluestem
en behalfeIWebDank in theregularcourseof business. Brands,tac.,
4. On or abota Nnvember
27, 2013, WebBank("Transferor") tsunsfersed(or causedto be
ceutaindiarged-off accounts(the transfemd) or edierwise conveyed
"Accounts") to Blueslem Brands, Inc. ("Transferce"E Pursuantto the relatedbill of sale
for suchAcccents,Transferortransfemd,
assigned,andconveyedto Transfereeand its successorsand permittedassigns,a!t
right, title and interestthe Transferorheld in uheAcounts Reeand clear of
tien creenedby Transferor,except for any
interestof Transferneand its affiliates. WebBank owned certainaccounts. any
theseaccounts(tite "Receivables"),theReceivables Following the creationof receivablesretaling to
weretransferred(or causedto be transferred)or otherwise
BluesternBrands,tac. conveyedgo
5. BluesternBrands, tac. was the servicercIthe
Accounts from the origination at the Ar.countsthrough Noventber
In la role as s:rvicar of the Accounts, 27, 2013.
during the period WebBunk owrwxlthe Accounts, Bluestem Beands,Inc. kept and
nuentainedbusinessrecordson behalfof WebBank In the regular
coutse of business,and it was in the regular courseof
tmsinessef 8luestem Brands,Inc. for an eraployeeor representativewith
personalknowledgeof the act, eventcondition or
epinion recordedto make memorandurnor recordsor to transmitinfbnnation
thereofto be includedin such memorandnrnor
recordsst or nearthe time ofoccurrence.
E The abovestatementsars trus to ghabestof
Iny knowledge.
FURTHER AFFIANT SAVETH NOT.
Signedthis day of November,20f 8.
Subsaibedand Tdfe me this_§¶day of November,2013,by Jon Sargent,an eropleyrzof WebBank.
NotasyPublic . .
.
NotaryPutnc - Stateat Utah
Comm.No 6MB52
CERTIFICATE OF CONFORMrry &gyteamIsatnaEmpirryan
STATE OF UTAN -
CITY OF SALT1.AKE
-
I sm a rnemberof the UtahStatsBar andficensedlo practicetaw
in gheStateof Ulmh.The form of the
andthe fonn ef the notarycertificatecachcomplies with the laws of the foregoingsworn statemcat
Smic of Utah, which is the statein which ths statemessis
g'wergandif propertyswornandexecutedqualifiesasa valid andef1bctiveaftldavit in theState
of Utall
emey at law in t mgeaf
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FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021
FINGERHUT SCUSA RBCEIVABLES FORWARD FLOW
EXHIBIT E
AFFIDAVIT OF SALE
OF ACCOUNT
BY DEBT SBLLER
State of Minnesotac
County of Hermepin.
Jim Slavik being duly swom, deposes and says:
l am over 18 and not a party to this action. I am the EVP & President, Credit Services of Bluestein
Brands,Inc., ("Bluestem"). In that capacity, l am a custodian of certain books and records ofBhiestein
and certain of its stfbsidiaries and affiliates (altogether, "Debt Seller"), and am aware·of the process
of the sale and assigranent of electronically stored business records.
Bluestem owns catain accounts, and maintains and records infonnation in the records as they relate
to such accounts. Iam authorized to make the statements and representations set forth in this afEdavit
on behalf of Bluestem. Bluestem is the agent of Santander Consumer U.S.A. ("SCUSA"). SCUSA
owns certain receivables associated with accounts, and . Bluestem
the maintains and secords
information in the records as they relate to such æceivables. I am authorized tomake the statements
and representations set forth in this affidavit on behalf of SCUSA, The statements set forth herein are
tme and correct to the best of my knowledge, infe•-.eich, and belief, based on either personal
knowledge or review of the business records of the Bluestem. .
As a enetrv¾ of- records for Bluestem
my duties include having knowledge of, and access to,
business records relating to the Accounts and Receivables (as defined below). These records are limpt
by Bluestem in the regular course of business, and it was in the regular course of business of Bluestem
for an employee or representative with personal knowledge of the act, event, c~1ditio::, ar opinion
recorded to make memorandum or records or to transmit i--f-±ion thereof to be included in such
memorandum or records; and that the scords were made at or near the time of the act and/or event
recorded or reasonably soon thereafter.
On November 28*, 20 t 8 Bluestem sold a pool of charged-off accounts (the "Accounts") by
a Pumbase and Sale Agncement and .a Bill of- Sale.to Jefferion Capital Systems, LLC ("Buyer").
WebBank had previously sold, assigned and conveyed the Accounts to Bluestem pu-re.ani to a
Charged Off Account Purchase Agreement, dated January 10, 2013 (the "WebBank Agreement').
The original creditor was CIT Bank for accounts originated between September 29, 2003 and
February 16, 2010; MetaBank for accounts; originated between February 17, 2010 and June 30,
'
2012 or WebBank for accounts originated between July 1, 2012 and the present MetaBank
previously sold, assigned and conveyed to WebBank the Accounts o•igir.ded prior to July 1, 2012,
pursuant to an Account Transfer Agreement.dated June 28, 2012 (the "MetaBank Ajpeement"). C1T
previously sold, assigned and conveyed the Accounts originated: prior to February 17; 2010, to
MetaBank pursuant to an Account. Transfer A greement dated February 5, 2010 (the "CIT
Agreement"). Copies of the Bills of Sale associated :with each of the WebBank Agreement,
MetaBank Agreement and CIT Agreement are attached to this Affidavit.
WebBank had previously sold, assigned and conveyed the Receivables to Bluestem pursuant
to a Program Agreement dated April 19, 2013 (the "Program Agreement").
On Novernber 288, 2018 Bluestem sold the mceivables associated with the Accounts (the
"Receivables")by a Purchase and Sale Agreement and a Bill of Sale to Buyer. Bluestem has all rights
B
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FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021
FINGERHUT SCUSA RECEIVABLES FORWARD FLOW
and authority to sell, assign and convey said Receivables to Buyer as agent for SCUSA pmsuant to
the Program Agreement.
Pursuant to the sale, Debt Seller sold, transfered, assigned, conveyed, granted, bargained, set over
and delivered to Buyer and its successors and assigns, good and murietable title to the Accounts and
the Receivables and any unpaid balance fice and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest. I am not aware of any enous in the Accounts or the P±ble
In connection with the sale of the Accounts and the Receivables, electronic and other records were
transferred to or otherwise made available to the Buyer (the"Transferred Records"). The Transferred
Records are kept by Bluestern in the regular course of business, and it was in the regular course of
business of Bluestem an employee or representative with personal knowledge of the ect, event,
condition, or opinion recorded to make memorandum or records or to transmit information thereof to
be inchu!ed in such memorandum or records; and that the records were made at or near the time of
the act and/or event recorded or reasonably soon thereafter. To the extent that the Transferred Records
include records that were prepared by a third party, they are records that were incorposted into the
records ofBluestem as abusiness record and the accuracy of such records are relied upon by Bluestem
in the regular course of business.
The above statements are true to the best of my knowledge.
this- . 1
-_ gned of.N
.. ' NotaryPheGc
. . & PrmMm Credit Services
- luestem Brands, Inc.
Subsented and swom to before me this 28 day of November, 2018 by Jim Slavik, EVP & President,
Credit Services.
Notary Publie
. CERTIFICATE OF CONFORMITY
STATE OF MINNESOTA
COUNTY OF HENNEPIN
The undersigned does hereby certify that he/she is an attorney at law duly admitted to practice in the
State of Minnesota and is a resident of Hennepin County, in the State of Minnesota: that he/she is a
person duly qualified to make this certificate of confo-3y pursuant to the laws of the State of
Minnesota; that the foregoing acknowledgment by Jim Slavik narned in the fonigoing inst:-a=m:t
taken before a notary in the State of Minnesota was taken in the manner prescribed by such lawa of
the State of Minnesota, being the State in which it was taken; and that it duly conforms with such
laws and is in all respects valid and effective in such state.
Dated Wavember 286, 2018 Attorn t t r the State of Mirmesota
Linzey Erie
.
9
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FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021
FINGERHUT FORWARD FLOW
SCUSA RECElVABLES
. EXHIBIT F
BILL OF SALE OF ORIGINAL CREDITOR OR ACQUIRER (WEBBANK)
FOR VALUB RBCB1VED, and subject to the terms and ceW36-t• of the Charged-.
Off Account Purchase Agreement ("Account Purchase Agreement") between WebBank ("Bank")
and Bluestem Brands, Inc., dated January 10, 2013, Bank does hereby tramfer, assign and convey
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 attached hereto and made a part hereof for
all purposes. Tenns used herein shall have the meanings set fosth in the Account Pmchase
Agreement.
This BILL OF SALE is executed without recourse and without sepresentadon of
any warranty of collectability or otherwise, expressed or implied.
Dated this day of November, 2018.
WEBBANK
__ ; Jon Sargent
Title: Controller
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FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021
evidence priororalagreement
ofanyageged orofanageged oralagreement
catemporaneas Youhavetherightt optoutof1his
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Preview
FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021 AFFIDAVIT OF PURCHASE AND SALE OF ACCOUNT BY DEBT SELLER (Debt Buyer Actions) - . The undersigned, being duly sworn, deposes and says: 1. l am an empicyee of Bluestem Brands, Inc. ("Debt Seller"), and I have personal knowledge of and access to Debt Seller's books and records ("Business Records"), including electronic records, relating to a pool of charged-off censumer credit accounts purchased by or assigned to the Debt Seller from WEBBANK on November 27, 2018 (the "Purchase"), which included the accounts ("Accounts") of the consumers ("Consumers") identified in the exhibits attached hereto and incorporated herein. As part of the Purchase, WEBBANK assigned all of its interest in the Accounts to Debt Seller, and it transferred Business Records relating to the Accounts to Debt Seller. The receivables as-cciated with the Accounts, serviced by Debt Seller on behalf of Santander Consumer USA, Inc. ("SCUSA"), were likewise transferred to Debt Seller as part of the Purchase- 2. In my position, l atso have personal kr,üw|édge of Debt Seller's procedures for creating and maintaining its Business Records, including its procedures relating to the purchase, sale and assignmerit 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 November 28, 2018, Debt Seller sold or assigned a pool of charged-off consumer credit accounts to Jefferson Capital Systems, LLC (the "Sale"), which included the Accounts of the Consumers. At that time, Debt Seller assigned all of its interest in the Accounts, including SCUSA's interest in the receivables, and including the right to any proceeds from the Accounts, to Jefferson Capital Systems, LLC. As part of the Sale, Business Records relating to the Accounts were transferred to Jefferson Capital Systems, 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 Accüüñts is emched as an exhibit to this affidavit- 4. At the time of Sale, each Consumer owed the amount set forth opposite their name in an exhibit attached hereto and made a part hereof, which also sets forth the amount of the chargesff 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 payments made by or on behalf of each respective Consumer. The above statements are true and correct to the best of my personal knowledge. Date: December 27, 2018 ignature Philip Ott Name Sworn to before me this 27 day of December, 2018. UNDAKAYELOGER NotaryPublic Minnesota My CommMe Expires Public Jan31,2023 Notary 1 zu 202™™8 EF21-301 11/15/2021 12:29:23 PM Pages 16 II Elizabeth Larkin, County Clerk 1 of 16 FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021 Affidavit of Facts and Sale of Account -SCUSA_I1282018 CEKnFICATE OF CONFORMITY STATE OF MINNESOTA COUNTY OF HENNEPIN The undersigned does hereby certify that he/she is an attorney at law duly admitted to practice in the State Ecsepi- of Minnesota, and is a resident of county, in the State of Minnesota; that he/she is a person duly qualified to make this certificate of conformity pursuant to the laws of the State of Minnesota; that the foregoing acknowledgment by Philip Ott 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 of the State of Minnesota, being the State in which it was taken; and that it duly conforms with such laws and is in an respects valid and effective in such state. . 12/27/2018 Date A ate of Minnesota - Julie ey at law for the Wingert 2 of 16 FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DELQ DOC. NO. 8 1118 BSBlNC 201811 RECEIVED NYSCEF: 11/15/2021 FINGERHUT SCUSA RECEIVABLES FORWARD FLOW EXH]BIT B ASSiONMENT AND BILL OF SALE Bluestem Bamds, Inc., for itself and as agent for Santander Consumer U.S.A. ("SCUSA") collectively ("Seller") has entered into a Pmchase Agreement ("Agreement") dated, Pebman 27th, 2017 for the sale of Accounts and Receivables, described in Schedule 1 hereto (the "Pmchased Accounts"), to Jefferson Capital Systems, LLC ("Buyer") upon the terms imd conditioris set forth in that Agreement This ASSILWMWF AND BEL OF SALE is for the Purchased Accounts delivered, as further described in Schedule 1 which is hereby included by reference, delivered by Seller to Buyer. NOW, THEREPORE, for good and valuable consideration, Seller hereby seBs, assigns and transfers to Buyer all of the Seller's rights, title and interest in each and every one of the Pmehased Accounts desenhd in the Agreement. This ASSIGNMENT AND BELOF SALE is executed without recourse or warnaties except as stated and pmvided and -within the Agreement. for herein All òf the information contained in Seller's Accounts Information (a) constitutes Seller's own business records regarding the Pmchased Accounts and (b) accurately reflects in all material respects the information about the Phad Accounts in Seller's possession. All of Seller's Accounts Information bas been kept in the regulir course of Sc!!er's business, and was made or compiled at or near the time of the event and recorded by (or from infonnation tr==ittal by) a pemon (i) with knowledge of the data eistered into and maintained in Seller's business reconts or (ii) who caused the data to be entered into and n'•wah-d in Seller's bmin= records. It is the regular practice of Seller's business to maintain and compile such data. Buyer and Seller agree that the Purcitase Price shall be as stated in the Closing Statement, attached to the Agr=amit. Capitalized terms used but not defined berein will have the meanings given thern in the Aareement. ÓN WITNESS WHEREOF, .Seller has signed and delivered.this. instrument on the 28 day of November 2018. Bluestem Brands, Inc. . .. 3 . . . . . e P & President, Credit.Services Bluestem Brands, Inc. -- as A C'oñ EVP & President, Credit Services 2 3 of 16 FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021 FINCERHUT JURWARD FLOW SCUSA RECEJVABLES EXttIBlT D AFFIDAVTI OF SALE OF ACCOUNTSBY OR!G!NAL CREDITOR OR ACOUIRFA t WEBBANK) STATE OFUTAH COUNTY OF SALTIAKE Jon Sargeri beingduty sworn, deposesandsays: 1. I areever 18andant a party,nor employed a by party, to thesale of certain accountsby Blucsteal Brands Inc. to Jefferson Capital SystemsLIJC. 1am Cenuoller of WebBank. In that capacity, I am awareof the processof the saleand of cIcetrnnkally stored businessreserds. andgnrnent 2. WebBank owned certain accounts and instructed its servicer, Bluestern Brands inc., to maintain and record information in the recordsas they relateto suchaccounts. 1am authorized(o consin makethe slatementsand represemationsset forth In eds afTalavkan behalf of WebBent The statementsset forth herein are true and correct basedea knowledg4 ray review of thebusinessrecordsof WebRank.or representations my personal 3. My dullea include madeby Blues:cmBrands,Inc. having knowledgeof, and accessthrough WebBank's servicer,BluesternBrands,Ine., 10certain recordsrelatinEto the Accounta(as defined business belowy Theserecordsarc kept by WebBank'sservicer,_Bluestem en behalfeIWebDank in theregularcourseof business. Brands,tac., 4. On or abota Nnvember 27, 2013, WebBank("Transferor") tsunsfersed(or causedto be ceutaindiarged-off accounts(the transfemd) or edierwise conveyed "Accounts") to Blueslem Brands, Inc. ("Transferce"E Pursuantto the relatedbill of sale for suchAcccents,Transferortransfemd, assigned,andconveyedto Transfereeand its successorsand permittedassigns,a!t right, title and interestthe Transferorheld in uheAcounts Reeand clear of tien creenedby Transferor,except for any interestof Transferneand its affiliates. WebBank owned certainaccounts. any theseaccounts(tite "Receivables"),theReceivables Following the creationof receivablesretaling to weretransferred(or causedto be transferred)or otherwise BluesternBrands,tac. conveyedgo 5. BluesternBrands, tac. was the servicercIthe Accounts from the origination at the Ar.countsthrough Noventber In la role as s:rvicar of the Accounts, 27, 2013. during the period WebBunk owrwxlthe Accounts, Bluestem Beands,Inc. kept and nuentainedbusinessrecordson behalfof WebBank In the regular coutse of business,and it was in the regular courseof tmsinessef 8luestem Brands,Inc. for an eraployeeor representativewith personalknowledgeof the act, eventcondition or epinion recordedto make memorandurnor recordsor to transmitinfbnnation thereofto be includedin such memorandnrnor recordsst or nearthe time ofoccurrence. E The abovestatementsars trus to ghabestof Iny knowledge. FURTHER AFFIANT SAVETH NOT. Signedthis day of November,20f 8. Subsaibedand Tdfe me this_§¶day of November,2013,by Jon Sargent,an eropleyrzof WebBank. NotasyPublic . . . NotaryPutnc - Stateat Utah Comm.No 6MB52 CERTIFICATE OF CONFORMrry &gyteamIsatnaEmpirryan STATE OF UTAN - CITY OF SALT1.AKE - I sm a rnemberof the UtahStatsBar andficensedlo practicetaw in gheStateof Ulmh.The form of the andthe fonn ef the notarycertificatecachcomplies with the laws of the foregoingsworn statemcat Smic of Utah, which is the statein which ths statemessis g'wergandif propertyswornandexecutedqualifiesasa valid andef1bctiveaftldavit in theState of Utall emey at law in t mgeaf 4 of 16 FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021 FINGERHUT SCUSA RBCEIVABLES FORWARD FLOW EXHIBIT E AFFIDAVIT OF SALE OF ACCOUNT BY DEBT SBLLER State of Minnesotac County of Hermepin. Jim Slavik being duly swom, deposes and says: l am over 18 and not a party to this action. I am the EVP & President, Credit Services of Bluestein Brands,Inc., ("Bluestem"). In that capacity, l am a custodian of certain books and records ofBhiestein and certain of its stfbsidiaries and affiliates (altogether, "Debt Seller"), and am aware·of the process of the sale and assigranent of electronically stored business records. Bluestem owns catain accounts, and maintains and records infonnation in the records as they relate to such accounts. Iam authorized to make the statements and representations set forth in this afEdavit on behalf of Bluestem. Bluestem is the agent of Santander Consumer U.S.A. ("SCUSA"). SCUSA owns certain receivables associated with accounts, and . Bluestem the maintains and secords information in the records as they relate to such æceivables. I am authorized tomake the statements and representations set forth in this affidavit on behalf of SCUSA, The statements set forth herein are tme and correct to the best of my knowledge, infe•-.eich, and belief, based on either personal knowledge or review of the business records of the Bluestem. . As a enetrv¾ of- records for Bluestem my duties include having knowledge of, and access to, business records relating to the Accounts and Receivables (as defined below). These records are limpt by Bluestem in the regular course of business, and it was in the regular course of business of Bluestem for an employee or representative with personal knowledge of the act, event, c~1ditio::, ar opinion recorded to make memorandum or records or to transmit i--f-±ion thereof to be included in such memorandum or records; and that the scords were made at or near the time of the act and/or event recorded or reasonably soon thereafter. On November 28*, 20 t 8 Bluestem sold a pool of charged-off accounts (the "Accounts") by a Pumbase and Sale Agncement and .a Bill of- Sale.to Jefferion Capital Systems, LLC ("Buyer"). WebBank had previously sold, assigned and conveyed the Accounts to Bluestem pu-re.ani to a Charged Off Account Purchase Agreement, dated January 10, 2013 (the "WebBank Agreement'). The original creditor was CIT Bank for accounts originated between September 29, 2003 and February 16, 2010; MetaBank for accounts; originated between February 17, 2010 and June 30, ' 2012 or WebBank for accounts originated between July 1, 2012 and the present MetaBank previously sold, assigned and conveyed to WebBank the Accounts o•igir.ded prior to July 1, 2012, pursuant to an Account Transfer Agreement.dated June 28, 2012 (the "MetaBank Ajpeement"). C1T previously sold, assigned and conveyed the Accounts originated: prior to February 17; 2010, to MetaBank pursuant to an Account. Transfer A greement dated February 5, 2010 (the "CIT Agreement"). Copies of the Bills of Sale associated :with each of the WebBank Agreement, MetaBank Agreement and CIT Agreement are attached to this Affidavit. WebBank had previously sold, assigned and conveyed the Receivables to Bluestem pursuant to a Program Agreement dated April 19, 2013 (the "Program Agreement"). On Novernber 288, 2018 Bluestem sold the mceivables associated with the Accounts (the "Receivables")by a Purchase and Sale Agreement and a Bill of Sale to Buyer. Bluestem has all rights B 5 of 16 FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021 FINGERHUT SCUSA RECEIVABLES FORWARD FLOW and authority to sell, assign and convey said Receivables to Buyer as agent for SCUSA pmsuant to the Program Agreement. Pursuant to the sale, Debt Seller sold, transfered, assigned, conveyed, granted, bargained, set over and delivered to Buyer and its successors and assigns, good and murietable title to the Accounts and the Receivables and any unpaid balance fice and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest. I am not aware of any enous in the Accounts or the P±ble In connection with the sale of the Accounts and the Receivables, electronic and other records were transferred to or otherwise made available to the Buyer (the"Transferred Records"). The Transferred Records are kept by Bluestern in the regular course of business, and it was in the regular course of business of Bluestem an employee or representative with personal knowledge of the ect, event, condition, or opinion recorded to make memorandum or records or to transmit information thereof to be inchu!ed in such memorandum or records; and that the records were made at or near the time of the act and/or event recorded or reasonably soon thereafter. To the extent that the Transferred Records include records that were prepared by a third party, they are records that were incorposted into the records ofBluestem as abusiness record and the accuracy of such records are relied upon by Bluestem in the regular course of business. The above statements are true to the best of my knowledge. this- . 1 -_ gned of.N .. ' NotaryPheGc . . & PrmMm Credit Services - luestem Brands, Inc. Subsented and swom to before me this 28 day of November, 2018 by Jim Slavik, EVP & President, Credit Services. Notary Publie . CERTIFICATE OF CONFORMITY STATE OF MINNESOTA COUNTY OF HENNEPIN The undersigned does hereby certify that he/she is an attorney at law duly admitted to practice in the State of Minnesota and is a resident of Hennepin County, in the State of Minnesota: that he/she is a person duly qualified to make this certificate of confo-3y pursuant to the laws of the State of Minnesota; that the foregoing acknowledgment by Jim Slavik narned in the fonigoing inst:-a=m:t taken before a notary in the State of Minnesota was taken in the manner prescribed by such lawa of the State of Minnesota, being the State in which it was taken; and that it duly conforms with such laws and is in all respects valid and effective in such state. Dated Wavember 286, 2018 Attorn t t r the State of Mirmesota Linzey Erie . 9 6 of 16 FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021 FINGERHUT FORWARD FLOW SCUSA RECElVABLES . EXHIBIT F BILL OF SALE OF ORIGINAL CREDITOR OR ACQUIRER (WEBBANK) FOR VALUB RBCB1VED, and subject to the terms and ceW36-t• of the Charged-. Off Account Purchase Agreement ("Account Purchase Agreement") between WebBank ("Bank") and Bluestem Brands, Inc., dated January 10, 2013, Bank does hereby tramfer, assign and convey 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 attached hereto and made a part hereof for all purposes. Tenns used herein shall have the meanings set fosth in the Account Pmchase Agreement. This BILL OF SALE is executed without recourse and without sepresentadon of any warranty of collectability or otherwise, expressed or implied. Dated this day of November, 2018. WEBBANK __ ; Jon Sargent Title: Controller 7 of 16 FILED: CORTLAND COUNTY CLERK 11/15/2021 12:29 PM INDEX NO. EF21-301 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 11/15/2021 evidence priororalagreement ofanyageged orofanageged oralagreement catemporaneas Youhavetherightt optoutof1his Arbitration butyoumayonlydosointhefirst30days provision, betweepuandus. afterBetirsttransacnon BpostedtoyourAccounUnorder1ooptoutpu mustwrheusatWeb8anW Fingerhut StCloud, P.0.Box1250, MN56395-1250.Youmustinform WebBank ArbitragmPlease feviewthisprovision carefully.It provideslhalanydispule mayberesolved ArbNration, usofyourdecision tooptout,andsignthenotice bybbdingarbHradon. Arbitrallonreplaces therighttogotocurt andtherighttohaveajury Credit decide a dispule. Under thispmvision, pur rightsmaybesubstantially limitedh theeventof ThisArbitration provisionshd survive repayment ofyourextusimofcredtandterminatim ofyour adepute. Youmay optsuld thisArbitrallon provision byfonowing theintructionsbelow. Account ThisAltitrationpinisionis madeinconnection withinterstate commerce, andshalbe Byaccepthg1his Apeement,nnless puoptoutbyfolowingthe inelructions below,pu agree that govemed bytheFederal Act,9 USC Arbitralion Seclims 1through 16,IIanypartoftis Arbitration eitherpu ofwe,ator sciediscretion, canchoose tohaveanydispute at ofonelating provision Isdetermined tobevoidor unenfomeable, thentis entireAbitrationpmvision shallbe arising attheilmsyousignit.Youack toelsAgreement orourrelationship resolved bybinding arbtration,Narbitralion ischosen considered nulandvoid;however, t shalnotaffectthevalidity oftherestofthisAgreement. byany pady,neither younorwewighavetherighttoInigate thatdispute Incourtortohaveajurytdal CreditBureau Disputes.Nyoubelieve weinaccuratelyreported credithistoryinformation about onthatdispute, wil bepemtilted YoucanuseyourAccount topur Pre-arbMration discovery onlyasalowed bythestiitrationrules. youoryourAccount toacredtreporngagency, callusat1-866-734-0342 orwdtetousat:Credit h addithn, ya winot have to righttopartldpate asarepresentative ormember ofanydassof cepty BueauReporthg Semices, P.D.On 1250,StChud,MN56395-1250. Pleaseindudea copyofthe dalmelspertaining tomydispute subject toarblration. Thegrbllralor's decision creditrepstrelecting accentmayrequi a wilgenralybe theinismallon thatyoubelieve ishaccumte. finaledbindhg.0ther arbitndlmItIsImportant dghtsthatpuwould thatyoumadtheengre taveifyn wentiocostmayalsonotbemallable Arbration provision camluny before b accepting ggAccumlmhfng CdNomh notifled thatanegative amiUl$Restm·hmuind bysppHcabMaw, creditreportreAeothgonyourcreditrecord ye mehueby maybesubmtedtoacredit m Yud W toyourAccount. posted theterms WtNsAgreement- lepoding NyoufailtofulfHithetermsofyourcred obilgadons' egency Forpurposes ofthisAbitradon "dispute" InthisAgreement, andin your provision, shallbeconstrued asbroadly aspossiMe, and ggAccents,IncludireNewYorldRhode m Island/Vermont Residents: YouagreetogNeWebBank refertoal persons namedm th shalInclude anyclaim, disputeorcontroversy (whether Incontract,regulatory, 1ortorotherwise, pmmissle b accessyouradit repodb canecm wR mytasacdoma uIndon ofcredit, ad Be me whether pre-existing, present intenonaltortad equitable or fulmeandindeding clalms}adshgImmorrelating custNional,stululary, 10tis Agreement, common law, thecreditoffered andmn againgbasis, Accumt,1aldng twto pspose action celection Wreviewbg onpur Account, yewAccount,adjusngto adt Init m yew orforanyotherlegenatepmposes associated WuM mi orprovided Inpu, orthegoods orservices pu puchase; theactions of purset,us,orthird wilhyourAccomt.AImony,chidsuppmt orseparatemaintenancepayments neednotberevealed11 W s padies; orthevalidity ofthisAgreement orthisArbitration provisbn, It Indudes disputes brought alowto usepuMcCounQ h youdonotwantustoconsiderit indetermining pur creditwathiness, Upon pur request, youwilbe ascounterolaims, crossclaims, orthirdpartyclaims. Apstythathasbmught edispute inacourt ormayu panyon Agreement ofwhelher informed ornota consumer creditreport wasordered,andif it was,youwillbegiventhe mayelecttoarbrateanyotherdispute thatmayberaised inthatlitigadmDisputes brought as andstome edomeem p nameandaddress oftheconsumer reportingagencythatfumished thereport, NewYorkresidents partofachssaction orotherrepresentative basis aresubject toarbitragon onanindividual (non- yourAccomtisalointaccount a maycontacttheRewYorkStateBanidng Department 1-801F518-8866. dass,non-represenialive) basis.I Y0llDONOT OPT Otly,TIENVDU WI.LIIAVE WAIVED YOlm responstleior agamountsduea RIGlIT10 IlOICATE ORPARTICPATE INACLASS ACTl0N RELATED TDTHIS Conecticut Residenis: Damages maybeimposedif a checkis dishonored. Connecticut General AGREEMEHL Inthis AvalableCreditYour Accoun Arbitration " "our" § 52-565a Statutes authorizes ofdamages ourcolection fordishonored criminal checks; penalties provision, thewords"we "us?and shalledude Web6ank andanyassigness assignyouacreditlimit,andwe ofanyofWebBank's rights,anymerchant Immwhichyoupurchased goods orserWces