Common use of Appointment of Servicer Clause in Contracts

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014.1. Until the Trustee gives Majority Purchasers give notice to Conn Appliances the Seller, the Agent and the Servicer (in accordance with the following sentence) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances AFC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee mayMajority Purchasers may designate the Backup Servicer or any other Person (including the Agent) to succeed the Servicer, on the condition that any such Person so designated (other than the Backup Servicer, except to the extent specified in the Backup Servicing Agreement) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof unless otherwise consented to by the Majority Purchasers. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and upon the direction Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of all records and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. Without limiting the foregoing, the Servicer agrees that, at any time following the occurrence of a Termination Event, the Servicer shall, at the request of the Required Noteholders Agent (i) promptly identify all branch offices, loan processing offices or in other locations at which the case Pool Receivable Documents are then being held, (ii) allow the Agent or its designee full access to all such locations and all Pool Receivable Documents, (iii) promptly arrange, at the Servicer’s expense, the transfer of a Specified possession of all such Pool Receivable Documents to the Backup Servicer, any successor Servicer Default shallor other third-party custodian specified by the Agent and (iv) instruct the Servicer’s agents and any person with whom the Servicer or its agents have contracted to hold any such Pool Receivable Documents to provide full access to, and/or transfer possession of, any Pool Receivable Documents held by such agent or contractor. The Servicer agrees to take no action which would impede or impair the ability of the Agent or its designees to gain access to the Pool Receivable Documents or to obtain possession thereof in accordance with the provisions set forth hereof. The parties hereto agree that the covenants contained in clause (ii) below, appoint the Back-Up Servicer pursuant to foregoing sentence are reasonable and necessary for the Back-Up Servicing Agreement dated as protection of the date hereof (as amendedlegitimate interests of the Secured Parties in the Pool Receivables. Accordingly, supplemented in addition to other remedies provided at law or otherwise modified from time to timeequity, upon any breach by the Servicer of the covenants contained in the second preceding sentence, the “Back-Up Servicing Agent shall be entitled to seek specific performance and injunctive relief by and against the Servicer prohibiting any further breach of such covenants, without the necessity of proving irreparable injury or posting bond. (c) The Servicer acknowledges that, in making its decision to execute and deliver this Agreement”), among the Back-Up Servicer Purchaser Agents, the Agent and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with Purchasers have relied on the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) ’s agreement to succeed to Conn Appliances act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (iid) If The Servicer may delegate its duties and obligations hereunder to any subservicer (x) the Backeach, a “Sub-Up Servicer”); provided that, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as , (ii) the Person Servicer shall remain primarily liable to the Secured Parties for the performance of the duties and obligations so appointed becomes obligated delegated, (iii) the Secured Parties shall have the right to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor look solely to the Servicer pursuant to this Section 2.01 for such performance and (but in iv) the terms of any event not later than 30 days following agreement with any Sub-Servicer shall provide that the Majority Purchasers may terminate such date), agreement upon the Trustee shall at the expense termination of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth in accordance with Section 4.1(a) above by giving notice of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable its desire to terminate such agreement to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor (and the NoteholdersServicer shall provide appropriate notice to such Sub-Servicer); provided further, no such delegation shall be effective without the prior written consent of the Majority Purchasers. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.017.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder and only to the extent consistent with its obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Trustee Agent gives notice to Conn Appliances the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate At any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After time following the occurrence and during the continuation of a Servicer Default, the Trustee may, and Agent may upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shallMajority Investors, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Agent) to succeed the then-current initial Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth above, the Person so appointed becomes obligated to begin acting existing Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other existing Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all records, licenses, hardware or software necessary or desirable to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of collect the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee existing Servicer acknowledges that the SPV, the Agent, each Managing Agent and the Investors have relied on the existing Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the existing Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such delegation, (i) such Sub-Servicer shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the SPV, the Agent, the Managing Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the SPV and the Majority Investors shall consent in writing to any differential between material delegation of servicing duties different in scope or nature than those delegations typically made by the Servicing Fee Servicer as of the Closing Date and (iv) the terms of any compensation paid agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to a Successor terminate such agreement to the Servicer hereunder(and the Servicer shall provide appropriate notice to such Sub-Servicer).

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.017.1. Each of the SPV, the Class Agents, the Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV, the Originator and the Seller (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s, the Originator’s and/or the Seller’s name and on behalf of the SPV, the Originator or the Seller as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or the Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Trustee Agent gives notice to Conn Appliances the Servicer (in accordance with this Section 7.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Servicer Default, the Agent may, and upon the direction of the Class Agents shall, designate as Servicer any Person (including itself) to succeed the Seller or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof; provided, however, that if a Servicer Default occurs solely as a result of the occurrence of a Termination Event and, on or after the 60th day after such occurrence the Net Investment exceeds zero, then a successor Servicer may, or upon the direction of the Majority Investors, shall, be appointed by the Agent. (b) Upon the designation of a successor Servicer as set forth above, the Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and the Seller shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by the new Servicer of all records, licenses, hardware or software (except to the extent any such licenses or other items are not assignable and/or may not be shared or assigned) necessary or desirable to collect the Receivables and the Related Security. (c) The Seller acknowledges that the SPV, the Class Agents, the Agent and the Investors have relied on the Seller’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the Seller agrees that it will not voluntarily resign as Servicer. (d) The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee Agent, and the Receivables Trust; provided, however, provided that the Servicer shall be permitted continue to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and solely liable for the performance of the duties as Servicer hereunder notwithstanding any such delegated delegation hereunder. The Servicer may delegate its duties as if it were performing and obligations hereunder to any Affiliate subservicer (each, a “Sub-Servicer”); provided that, in each such duties itself. delegation, (i) After the occurrence of a such Sub-Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until , (ii) the Servicer shall remain primarily liable to the SPV, the Agent, the Class Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the SPV, the Agent, the Class Agents and the Investors shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer). (e) The Seller hereby irrevocably agrees that if at any time as it shall cease to be the Person so appointed becomes obligated to begin acting as Servicer hereunder, it shall act (if the then current Servicer will continue to perform all servicing functions under this Agreement and so requests) as the other data-processing agent of the Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliancesand, in such capacity, the BackSeller shall conduct the data-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense processing functions of the Issuer (as Certificateholder administration of the Receivables Trust) petition a court of competent jurisdiction to appoint and the Collections thereon in substantially the same way that the Seller conducted such data-processing functions while it acted as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersServicer. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering Seller hereby proposes that Xxxxx Fargo be appointed as successor Servicer under the Pooling and collection Servicing Agreement with respect to the Mortgage Loans and subject to the satisfaction of the Receivables shall conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement to be conducted by such Person effective on May 1, 2005 (the “ServicerTermination Date”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself). (ib) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance In connection with the provisions set forth in clause (ii) below, appoint appointment of Xxxxx Fargo as successor Servicer under the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Pooling and Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointmentTermination Date, fails or is unable the Seller shall cause Xxxxx Fargo to perform reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the duties Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant Mortgage Loans prior to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersTermination Date. (c) The Trustee parties hereto, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consent to the appointment of Xxxxx Fargo as successor Servicer under the Pooling and Servicing Agreement and hereby designate Xxxxx Fargo as Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a successor Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM shall not be responsible moved to and maintained by Xxxxx Fargo at ______________________. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereundersuch account.

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to succeed to Conn Appliances assume the duties and the administration and servicing obligations as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the date timely payment of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer amounts due and owing by Account Debtor all in accordance with this Section 2.01 resignsapplicable laws, fails or is unable to perform the duties of the Servicer hereunder following its rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Successor Servicer, the Trustee may Servicer shall not release Seller from any of its other duties to comply with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicerterms, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 covenants and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject provisions of this Agreement. Following any appointment of a Successor In connection with its servicing obligations, Servicer pursuant will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 2.01, the Trustee will provide notice thereof 7 to the Issuerextent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the Receivables Trustperformance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, the Depositorywithout Servicer’s prior written consent, the Depositor and the Noteholders. (c) The Trustee which consent shall not be responsible unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any differential between reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the Servicing Fee and amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything to the contrary herein, neither Seller nor Servicer shall be required to take any compensation paid action that could reasonably be expected to a Successor Servicer hereundermaterially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balance.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, Buyer appoints the Servicer pursuant to the terms hereof. The Servicer may not delegate any of as its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee servicer and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. agent (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) beloweach, in such capacity, the “Successor Servicer”) for the administration and servicing of its Purchased Receivables sold by such Person to succeed the Buyer hereunder, and the Servicer hereby accepts such appointment and agrees to Conn Appliances assume the duties and the administration and servicing obligations as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on and perform all necessary and appropriate commercial servicing and collection activities in arranging the date timely payment of its appointment as Successor Servicer or at amounts due and owing by any time following such appointment, fails or is unable to perform Account Debtor (including the duties identification of the Servicer hereunder or has previously resigned or otherwise been terminated as Backproceeds of the Purchased Receivables and Related Security and related record-Up Servicer, or (ykeeping that shall be made available to the Buyer upon its reasonable request) any other Person designated Successor Servicer all in accordance with this Section 2.01 resignsApplicable Laws, fails or is unable to perform the duties with reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions (including, if necessary, acting as party of record in foreign jurisdictions). In connection with its servicing obligations, the Servicer hereunder following will perform its appointment as Successor Servicer, duties under the Trustee may Receivable Documentation related to the Purchased Receivables with the consent of same care and applying the Required Noteholderssame policies as it applies to its own Receivables generally and would exercise and apply if it owned the Purchased Receivables and shall act to maximize Collections thereon. The Servicer may delegate its duties and obligations hereunder to any other Originator as its subservicer (each a “Sub-Servicer”); provided, and upon the direction of the Required Noteholders shallthat, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as , (ii) the Person Servicer shall remain liable for the performance of the duties and obligations so appointed becomes obligated delegated, (iii) the Buyer shall have the right to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor look solely to the Servicer pursuant to this Section 2.01 for performance, and (but in iv) the terms of any event not later than 30 days following such date), the Trustee shall at the expense agreement with any Sub-Servicer that is an Affiliate of the Issuer (as Certificateholder Servicer shall provide that the Buyer may terminate such agreement upon the termination of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth by giving notice of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable its desire to terminate such agreement to the Receivables which are Servicer (and the subject of this Agreement. Following Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any appointment of a Successor Servicer pursuant such delegation is to this Section 2.01any Person other than an Originator or an Affiliate thereof, the Trustee will provide notice thereof Buyer shall have consented in writing in advance to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. such delegation (c) The Trustee which consent shall not be responsible for any differential between unreasonably withheld or delayed); and provided, further, that the Servicing Fee Servicer may delegate the following duties and any compensation paid obligations to a Successor Sub-Servicer hereunderwithout consent by any party: (w) data processing, including customer care and billing, (x) customer acquisition and retention and market research, (y) inbound and outbound teleservices and (z) computer system maintenance, enhancement, machine processing and production support.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014.1. Until the Trustee Agent gives notice to Conn Appliances the Seller and the Servicer (in accordance with this Section 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances Manitowoc is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence and during the continuance of a Servicer DefaultTermination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Person so appointed becomes obligated to begin acting Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include (without limitation) access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all licenses or software necessary or desirable to succeed Conn Appliances, collect the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Pool Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Agent and the Purchaser have relied on the Servicer’s agreement to act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such delegation (i) such Sub-Servicer shall agree in a separate letter agreement, to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain solely liable to the Purchaser and the Agent for the performance of the duties and obligations so delegated, (iii) the Seller, the Agent and the Purchaser shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer). For avoidance of doubt, the existence of the Bond Administration Agreement shall not be responsible for any differential between limit or diminish the Servicing Fee and any compensation paid to a Successor obligations of the Servicer hereunderunder this Agreement.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i1) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (iii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Indenture Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee Administrative Agent and the Receivables TrustTrust (with prior written notice to the Indenture Trustee); provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer DefaultDefault that is forty-five (45) days following the Initial Note Increase Date, the Indenture Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default as contemplated in clause (d) of the definition thereof, shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amendedSystems & Services Technologies, supplemented or otherwise modified from time to time, the Inc. (“Back-Up Servicing AgreementSST”), among the Back-Up Servicer and the various other parties thereto ) or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) pursuant to a Back-Up Servicing Agreement to succeed to Conn Appliances as Servicer hereunderhereunder (any such transfer of Servicer power and authority to a Successor Servicer, a “Servicing Transfer”). (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Indenture Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Indenture Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Indenture Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Indenture Trustee will provide notice thereof to the Issuer, the Receivables Trust, the DepositoryDepositor, the Depositor Administrative Agent and the Noteholders. (c) The Indenture Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Servicer”") so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances CAI of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances CAI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee Trustee, the Enhancement Providers and the Receivables TrustNotice Persons; provided, however, that the Servicer CAI shall be permitted to delegate its duties hereunder to any of its Affiliates or their agents and may use subservicerssub-Servicers, contractors or agents but will remain obligated such delegation shall not relieve CAI of its duties and liable for the performance of any such delegated duties as if it were performing such duties itselfobligations hereunder. (i) After the occurrence of a Servicer DefaultDefault or any Pay Out Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint Xxxxx Fargo Bank Minnesota, National Association, to succeed CAI as Servicer hereunder (in such capacity, together with its respective successors and assigns in such capacity, the "Back-Up Servicer Servicer") pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, time the “"Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunderthereto. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor successor Servicer, the Trustee may with the consent of the Required Noteholdersmay, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn AppliancesCAI, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the Issuer's expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, in the case of any entity that is subject to risk-based capital adequacy requirements, risk-basked capital of at least $25,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this AgreementAgreement and the other Transaction Documents. Following any appointment of a Successor successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables TrustSellers, the Depository, the Depositor Enhancement Providers and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables TrustNotice Person; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents agents, but will remain obligated such delegation shall not relieve the Servicer of its duties and liable for the performance of any such delegated duties as if it were performing such duties itselfobligations hereunder. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) belowappointed, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the Issuer’s expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this AgreementAgreement and the other Servicer Transaction Documents. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor Seller and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014.1. Until the Trustee gives Majority Purchasers give notice to Conn Appliances the Seller, the Agent and the Servicer (in accordance with the following sentence) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances AFC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee mayMajority Purchasers may designate the Backup Servicer or any other Person (including the Agent) to succeed the Servicer, on the condition that any such Person so designated (other than the Backup Servicer, except to the extent specified in the Backup Servicing Agreement) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof unless otherwise consented to by the Majority Purchasers. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and upon the direction Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of all records and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. Without limiting the foregoing, the Servicer agrees that, at any time following the occurrence of a Termination Event, the Servicer shall, at the request of the Required Noteholders Agent (i) promptly identify all branch offices, loan processing offices or in other locations at which the case Pool Receivable Documents are then being held, (ii) allow the Agent or its designee full access to all such locations and all Pool Receivable Documents, (iii) promptly arrange, at the Servicer’s expense, the transfer of a Specified possession of all such Pool Receivable Documents to the Backup Servicer, any successor Servicer Default shallor other third-party custodian specified by the Agent and (iv) instruct the Servicer’s agents and any person with whom the Servicer or its agents have contracted to hold any such Pool Receivable Documents to provide full access to, and/or transfer possession of, any Pool Receivable Documents held by such agent or contractor. The Servicer agrees to take no action which would impede or impair the ability of the Agent or its designees to gain access to the Pool Receivable Documents or to obtain possession thereof in accordance with the provisions set forth hereof. The parties hereto agree that the covenants contained in clause (ii) below, appoint the Back-Up Servicer pursuant to foregoing sentence are reasonable and necessary for the Back-Up Servicing Agreement dated as protection of the date hereof (as amendedlegitimate interests of the Secured Parties in the Pool Receivables. Accordingly, supplemented in addition to other remedies provided at law or otherwise modified from time to timeequity, upon any breach by the Servicer of the covenants contained in the second preceding sentence, the “Back-Up Servicing Agent shall be entitled to seek specific performance and injunctive relief by and against the Servicer prohibiting any further breach of such covenants, without the necessity of proving irreparable injury or posting bond. (c) The Servicer acknowledges that, in making its decision to execute and deliver this Agreement”), among the Back-Up Servicer Purchaser Agents, the Agent and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with Purchasers have relied on the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) ’s agreement to succeed to Conn Appliances act as Servicer hereunder.. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. I\5470084.2 (iid) If The Servicer may delegate its duties and obligations hereunder to any subservicer (x) the Backeach, a “Sub-Up Servicer”); provided that, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as , (ii) the Person Servicer shall remain primarily liable to the Secured Parties for the performance of the duties and obligations so appointed becomes obligated delegated, (iii) the Secured Parties shall have the right to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor look solely to the Servicer pursuant to this Section 2.01 for such performance and (but in iv) the terms of any event not later than 30 days following agreement with any Sub-Servicer shall provide that the Majority Purchasers may terminate such date), agreement upon the Trustee shall at the expense termination of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth in accordance with Section 4.1(a) above by giving notice of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable its desire to terminate such agreement to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor (and the NoteholdersServicer shall provide appropriate notice to such Sub-Servicer); provided further, no such delegation shall be effective without the prior written consent of the Majority Purchasers. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person so designated from time to time as servicer (the “Servicer”) so designated from time to time in accordance with this Section 2.017.1. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01Colliers International WA, Conn Appliances LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any Each of the Agent, the Managing Agents and the Investors hereby appoints as its rights, duties or obligations hereunder, or designate a substitute agent the Servicer, without from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the prior written consent Affected Assets, and the SPV hereby consents to such appointment. To the extent permitted by applicable law, each of the Trustee SPV and the Receivables Trust; provided, however, that Originators (to the extent not then acting as Servicer shall be permitted hereunder and only to delegate the extent consistent with its duties hereunder obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of its Affiliates attorney to take any and may use subservicersall steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, contractors or agents but will remain obligated in the reasonable determination of the Servicer, to collect all amounts due under any and liable for all Receivables, including endorsing the performance of SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. At any such delegated duties as if it were performing such duties itself. (i) After time following the occurrence and during the continuation of a Servicer Default, the Trustee Agent may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant Majority Investors by notice to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up initial Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Agent) to succeed the then-current initial Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth above, the Person so appointed becomes obligated to begin acting existing Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other existing Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all records, licenses, hardware or software necessary or desirable to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of collect the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee existing Servicer acknowledges that the SPV, the Agent, each Managing Agent and the Investors have relied on the existing Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the existing Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”), including but not limited to any other Originator; provided that, in each such delegation, (i) any Sub-Servicer which is not an Affiliate of Colliers shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, and (ii) the Servicer shall remain directly liable to the SPV, the Agent, the Managing Agents and the Investors for any differential between the Servicing Fee performance of the duties and any compensation paid obligations so delegated. The parties hereto hereby acknowledge the delegation by the Servicer of its duties and obligations hereunder to a Successor Servicer hereunder.Colliers Xxxxxxxx Xxxxxxx Inc.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.01SECTION 4. 1. Until the Trustee Agent gives notice to Conn Appliances the Seller and the Servicer (in accordance with this SECTION 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances SDW is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth in SECTION 4.1(a) hereof, the Person so appointed becomes obligated to begin acting Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include (without limitation) access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all licenses, hardware or software necessary or desirable to succeed Conn Appliances, collect the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Pool Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee shall not be responsible for any differential between Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Servicing Fee Agent and any compensation paid the Purchaser have relied on the Servicer's agreement to a Successor act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "SUB-SERVICER"); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Purchaser and the Agent for the performance of the duties and obligations so delegated, (iii) the Seller, the Agent and the Purchaser shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub- Servicer).

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to succeed to Conn Appliances assume the duties and the administration and servicing obligations as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the date timely payment of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer amounts due and owing by Account Debtor all in accordance with this Section 2.01 resignsapplicable laws, fails or is unable to perform the duties of the Servicer hereunder following its rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Successor Servicer, the Trustee may Servicer shall not release Seller from any of its other duties to comply with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicerterms, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 covenants and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject provisions of this Agreement. Following any appointment of a Successor In connection with its servicing obligations, Servicer pursuant will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 2.01, the Trustee will provide notice thereof 7 to the Issuerextent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the Receivables Trustperformance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, the Depositorywithout Servicer’s prior written consent, the Depositor and the Noteholders. (c) The Trustee which consent shall not be responsible unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any differential between reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the Servicing Fee amounts, if any, that will be paid by Account Debtor or the timing of such payments. Purchaser acknowledges and any compensation paid agrees that (i) Servicer is the same Servicer designated under the Series D Agreement, (ii) the Purchased Receivable and the Series D Receivable together constitute a single Receivable owing to a Successor Servicer hereunderSeller by Account Debtor, such that Servicer’s obligations under this Section 7 will overlap with Servicer’s obligations under Section 7 of the Series D Agreement, and (iii) Servicer’s actions under this Section 7 shall be taken together with Servicer’s actions under Section 7 of the Series D Agreement for purposes of determining compliance with this Section 7.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014.1. Until the Trustee Agent gives notice to Conn Appliances CITGO (in accordance with this Section 4.1) of the designation of a new Servicer pursuant to this Section 2.01as provided in the following sentence, Conn Appliances CITGO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer CITGO or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as the Person so appointed becomes obligated to begin acting set forth in Section 4.1(a) hereof, CITGO agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and CITGO shall cooperate with and assist such new Servicer in effecting such transition. Such cooperation shall include (without limitation) access to and transfer of records and use by the then current new Servicer will continue of all licenses, hardware or software necessary or desirable to perform all servicing functions under this Agreement collect the Receivables and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee CITGO acknowledges that the Agent and the Issuer have relied on CITGO's agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, CITGO agrees that it will not resign as Servicer until 30 days prior written notice of the occurrence of a "Servicer Resignation Event" (as defined below) has been delivered to the Agent. As used herein a "Servicer Resignation Event" shall mean CITGO's determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements and (i) the Agent does not be responsible for any differential between elect to waive the Servicing Fee obligations of the Servicer to perform duties which such change in legal requirements renders CITGO legally unable to perform and any compensation paid (ii) CITGO is unable to delegate those duties to a Successor Servicer hereunderSub-Servicer.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee (in accordance with the instructions of the Required Noteholders) gives notice to Conn Appliances Cofina Financial, LLC of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances Cofina Financial, LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables TrustRequired Persons for each Series, which consent shall not be unreasonably withheld; provided, however, that the Servicer Cofina Financial, LLC shall be permitted to delegate its duties hereunder to any of its Affiliates Affiliates, but such delegation shall not relieve Cofina Financial, LLC of its duties and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itselfobligations hereunder. (ib) After the occurrence of a Servicer DefaultThe Trustee shall promptly, the Trustee may, and upon the direction of the Required Noteholders or in Noteholders, after the case occurrence of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) belowor any Early Amortization Event, appoint the Back-Up as successor Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of specified by the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition condition, in each case case, that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then then-current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee (at the direction of the Required Noteholders) is not able to appoint a new Servicer to succeed Conn Appliances, the Backthen-Up current Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 90 days following receipt of such date)direction, the Trustee shall at the Issuer’s expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, in the case of any entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $25,000,000 50,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this AgreementAgreement and the other Transaction Documents. Following any appointment designation of a Successor successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables TrustSellers, the DepositoryEnhancement Providers, the Depositor Notice Persons and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation to be paid to a Successor successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee Administrative Agent gives notice to Conn Appliances the Transferor of the designation of a new Servicer pursuant to in accordance with the last sentence of this Section 2.01Section, Conn Appliances Mattel is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate ; provided that, with respect to any group of Listed Receivables, Mattel (solely in its rightscapacity as Servicer) may, duties or obligations hereunderat any time, or designate a substitute Servicer, without the upon prior written consent notice to the Administrative Agent, designate any Affiliate of the Trustee and the Receivables TrustMattel as sub-servicer hereunder; provided, however, that such Affiliate shall not become the Servicer and, notwithstanding any such delegation, Mattel shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated the duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction obligations of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Mattel alone were performing such duties and obligations. Subject to the foregoing, Mattel hereby delegates to Xxxxxx-Xxxxx all of Mattel’s duties and obligations under Section 2.01(b)(ii) below4.02 below with respect to the Listed Receivables originated by Xxxxxx-Xxxxx, in and Xxxxxx-Xxxxx hereby accepts such capacity, delegation. Mattel acknowledges that the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) Administrative Agent and the Back-Up Servicer, Purchasers have relied on the date agreement of its appointment Mattel to act as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Mattel agrees that it shall not voluntarily resign as the Servicer. In the event that a new “Servicer” has been designated pursuant to the Purchase and Sale Agreement or has previously resigned or otherwise been terminated upon the occurrence of a Servicer Default as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this contemplated by Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer4.04, the Trustee Administrative Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Administrative Agent) to succeed the then-current Servicer Mattel or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014.1. Until the Trustee gives Majority Purchasers give notice to Conn Appliances the Seller, the Agent and the Servicer (in accordance with the following sentence) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances AFC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee mayMajority Purchasers may designate the Backup Servicer or any other Person (including the Agent) to succeed the Servicer, on the condition that any such Person so designated (other than the Backup Servicer, except to the extent specified in the Backup Servicing Agreement) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof unless otherwise consented to by the Majority Purchasers. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and upon the direction Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of all records and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security. Without limiting the foregoing, the Servicer agrees that, at any time following the occurrence of a Termination Event, the Servicer shall, at the request of the Required Noteholders Agent (i) promptly identify all branch offices, loan processing offices or in other locations at which the case Pool Receivable Documents are then being held, (ii) allow the Agent or its designee full access to all such locations and all Pool Receivable Documents, (iii) promptly arrange, at the Servicer’s expense, the transfer of a Specified possession of all such Pool Receivable Documents to the Backup Servicer, any successor Servicer Default shallor other third-party custodian specified by the Agent and (iv) instruct the Servicer’s agents and any person with whom the Servicer or its agents have contracted to hold any such Pool Receivable Documents to provide full access to, and/or transfer possession of, any Pool Receivable Documents held by such agent or contractor. The Servicer agrees to take no action which would impede or impair the ability of the Agent or its designees to gain access to the Pool Receivable Documents or to obtain possession thereof in accordance with the provisions set forth hereof. The parties hereto agree that the covenants contained in clause (ii) below, appoint the Back-Up Servicer pursuant to foregoing sentence are reasonable and necessary for the Back-Up Servicing Agreement dated as protection of the date hereof (as amendedlegitimate interests of the Secured Parties in the Pool Receivables. Accordingly, supplemented in addition to other remedies provided at law or otherwise modified from time to timeequity, upon any breach by the Servicer of the covenants contained in the second preceding sentence, the “Back-Up Servicing Agent shall be entitled to seek specific performance and injunctive relief by and against the Servicer prohibiting any further breach of such covenants, without the necessity of proving irreparable injury or posting bond. (c) The Servicer acknowledges that, in making its decision to execute and deliver this Agreement”), among the Back-Up Servicer Purchaser Agents, the Agent and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with Purchasers have relied on the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) ’s I\11418185.1 agreement to succeed to Conn Appliances act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (iid) If The Servicer may delegate its duties and obligations hereunder to any subservicer (x) the Backeach, a “Sub-Up Servicer”); provided that, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as , (ii) the Person Servicer shall remain primarily liable to the Secured Parties for the performance of the duties and obligations so appointed becomes obligated delegated, (iii) the Secured Parties shall have the right to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor look solely to the Servicer pursuant to this Section 2.01 for such performance and (but in iv) the terms of any event not later than 30 days following agreement with any Sub-Servicer shall provide that the Majority Purchasers may terminate such date), agreement upon the Trustee shall at the expense termination of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth in accordance with Section 4.1(a) above by giving notice of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable its desire to terminate such agreement to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor (and the NoteholdersServicer shall provide appropriate notice to such Sub-Servicer); provided further, no such delegation shall be effective without the prior written consent of the Majority Purchasers. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014. 1. During the continuation of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed the Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until the Trustee Administrator gives notice to Conn Appliances the Seller and Pilgrim’s Pride (in accordance with this Section 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances Pilgrim’s Pride is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and the Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of records and use by the new Servicer of all licenses or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) Pilgrim’s Pride acknowledges that, in making its decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on Pilgrim’s Pride’s agreement to act as Servicer hereunder. Accordingly, Pilgrim’s Pride agrees that it will not voluntarily resign as Servicer. (d) The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties and obligations hereunder to any of its Affiliates and may use subservicerssubservicer (each, contractors or agents but will remain obligated and liable for the performance of any a “Sub-Servicer”); provided that, in each such delegated duties as if it were performing such duties itself. delegation (i) After the occurrence of a such Sub-Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree in writing, to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as , (ii) the Person Servicer shall remain primarily liable to each Purchaser Group and the Administrator for the performance of the duties and obligations so appointed becomes obligated to begin acting as Servicer hereunderdelegated, (iii) the Seller, the then current Servicer will continue Administrator and each Purchaser Group shall have the right to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor look solely to the Servicer pursuant to this Section 2.01 for performance and (but in iv) the terms of any event not later than 30 days following agreement with any Sub-Servicer shall provide that the Administrator may terminate such date), agreement upon the Trustee shall at the expense termination of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth by giving notice of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable its desire to terminate such agreement to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor (and the NoteholdersServicer shall provide appropriate notice to such Sub-Servicer). (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.017.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Trustee Agent gives notice to Conn Appliances the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate At any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After time following the occurrence and during the continuation of a Servicer Default, the Trustee may, and Agent may upon the direction of the Required Noteholders or in Managing Agents representing the case of a Specified Servicer Default shallMajority Investors, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Agent) to succeed the then-current initial Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth above, the Person so appointed becomes obligated to begin acting existing Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other existing Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all records, licenses, hardware or software necessary or desirable to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of collect the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee existing Servicer acknowledges that the SPV, the Agent, each Managing Agent and the Investors have relied on the existing Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the existing Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such delegation, (i) if such Sub-Servicer is an Affiliate of Ashland, such Sub-Servicer shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the SPV, the Agent, the Managing Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the SPV and the Majority Investors shall consent in writing to any differential between material delegation of servicing duties different in scope or nature than those delegations typically made by the Servicing Fee Servicer as of the Closing Date and (iv) the terms of any compensation paid agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to a Successor terminate such agreement to the Servicer hereunder(and the Servicer shall provide appropriate notice to such Sub-Servicer).

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “"Servicer”") so designated from time to time as Servicer in accordance with this Section 2.017.1. Each of the SPV, the Administrative Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV, NSC and the Originator (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV's, NSC's and/or the Originator's name and on behalf of the SPV, NSC or the Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV's, NSC's and/or the Originator's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Trustee Administrative Agent gives notice to Conn Appliances the Originator (in accordance with this Section 7.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultRemedy Event, the Trustee Administrative Agent may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default Majority Investors shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer Originator or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth above, the Person so appointed becomes obligated to begin acting Originator agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Administrative Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction DocumentsOriginator shall cooperate with and assist such new Servicer. If Such cooperation shall include access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all records, licenses, hardware or software necessary or desirable to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of collect the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee Originator acknowledges that the SPV, the Administrative Agent and the Investors have relied on the Originator's agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the Originator agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any Affiliate subservicer (each, a "Sub-Servicer"); provided that, in each such delegation, (i) such Sub-Servicer shall not agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the SPV, the Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the Originator, NSC, the SPV, the Agents and the Investors shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer). (e) The Originator hereby irrevocably agrees that if at any time it shall cease to be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder, it shall act (if the then current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, the Originator shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that the Originator conducted such data-processing functions while it acted as the Servicer.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.01SECTION 4. 1. Until the Trustee Control Party gives notice to Conn Appliances the Seller, the Insurer and the Servicer (in accordance with this SECTION 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances AFC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Control Party may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Agent) to succeed the then-current Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth in SECTION 4.1(a) hereof, the Person so appointed becomes obligated to begin acting Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Control Party determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include (without limitation) access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all licenses, hardware or software necessary or desirable to succeed Conn Appliances, collect the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Pool Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee shall not be responsible for any differential between Servicer acknowledges that, in making its decision to execute and deliver this Agreement, the Servicing Fee Purchaser Agents, the Agent, the Insurer and any compensation paid the Purchasers have relied on the Servicer's agreement to a Successor act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "SUB-SERVICER"); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Purchasers, the Insurer, the Agent and the Purchaser Agents for the performance of the duties and obligations so delegated, (iii) the Seller, the Purchaser Agents, the Agent, the Insurer and the Purchasers shall have the right to look solely to the Servicer for such performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Control Party may terminate such agreement upon the termination of the Servicer hereunder in accordance with SECTION 4.1(a) above by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer); provided further, no such delegation shall be effective without the prior written consent of the Control Party.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014. 1. Until the Trustee Agent gives notice to Conn Appliances the Seller and the Servicer (in accordance with this Section 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances AFC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Person so appointed becomes obligated to begin acting Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include (without limitation) access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all licenses, hardware or software necessary or desirable to succeed Conn Appliances, collect the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Pool Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee shall not be responsible for any differential between Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Servicing Fee Agent and any compensation paid the Purchaser have relied on the Servicer's agreement to a Successor act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "Sub-Servicer"); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Purchaser and the Agent for the performance of the duties and obligations so delegated, (iii) the Seller, the Agent and the Purchaser shall have the right to look solely to the Servicer for such performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer in accordance with Section 4.1(a) above hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer).

Appointment of Servicer. (a) The managing, servicing, administering and collection of making collections on the Receivables Medallion Loans shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.01Agreement. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances Medallion Funding is hereby designated as, and hereby agrees to perform the duties and obligations ofperform, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as hereof and the Person so appointed becomes obligated other Loan Documents and shall continue to begin acting manage, service, administer and collect on the Medallion Loans pursuant to this Agreement, unless and until expressly agreed otherwise by the Borrower and the Lender. (b) Medallion Funding acknowledges that the other parties hereto have relied on Medallion Funding's agreement to act as Servicer hereunderhereunder in making their decision to execute and deliver this Agreement, the then current Servicer will continue to perform all servicing functions under this Loan Agreement and the other Servicer Transaction Loan Documents. If the Trustee is Accordingly, Medallion Funding agrees that it will not able to appoint a new resign as Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting except as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer permitted pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders7.02. (c) The Trustee Medallion Funding, in the case of clause (i) below, and Borrower, in the case of clause (ii) below, hereby agree that upon the designation of a successor servicer hereunder or the assumption by the Backup Servicer of the Servicer's duties and responsibilities in accordance with Section 9.01, (i) Medallion Funding will terminate its activities as Servicer hereunder in accordance with Section 8.02 and, in any case, in a manner which the Lender reasonably determines will facilitate the transition of the performance of such activities to such successor servicer or the Backup Servicer, as the case may be, and Medallion Funding shall not cooperate with and assist such successor servicer or the Backup Servicer, as the case may be, and (ii) such successor servicer or the Backup Servicer shall, without any further action by the Borrower or such successor servicer or the Backup Servicer, be responsible appointed as the Borrower's agent and attorney-in-fact for the purpose of exercising such power and authority as is or may from time to time be designated to the Servicer hereunder or under any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunderother Loan Document.

Appointment of Servicer. (a) The Notwithstanding the sale of PSL Tranches of PSL Revenues pursuant to this Agreement, each of the Seller and the Purchaser hereby appoints TeamCo as Servicer and authorizes TeamCo, in its capacity as Servicer, to be responsible for the servicing, administering administration and collection of the Receivables shall PSL Revenues upon the terms and conditions set forth in this Article III. It is acknowledged and agreed that terms and conditions set forth in this Article III may be conducted supplemented and/or modified pursuant to a separate servicing agreement executed by such Person each of the Seller, the Purchaser and the Servicer (the “Servicing Agreement Supplement”). To the extent permitted by Applicable Law, the Seller and the Purchaser hereby grant to the Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in their respective names and on their behalf as necessary or desirable, in the reasonable determination of the Servicer”) so designated from time , to time collect all amounts due under any and all PSL Revenues, including endorsing the Seller’’s and the Purchaser’’s name on checks and other instruments representing collections and enforcing such PSL Revenues and the related PSL Contracts and to take all such other actions set forth in accordance with this Section 2.01Article III or any Servicing Agreement Supplement. Until the Trustee Purchaser or the Collateral Agent gives notice to Conn Appliances the existing Servicer of the designation of a new Servicer, the existing Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate At any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without time following the prior written consent resignation of the Trustee existing Servicer or occurrence and during the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any continuation of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance an Event of any such delegated duties as if it were performing such duties itself. Default (i) After the occurrence of including a Servicer Default), the Trustee may, and upon Purchaser or the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Collateral Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Collateral Agent) to succeed the then-current initial Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee hereof and any compensation paid to a Successor Servicer hereunderServicing Agreement Supplement.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as 1. Until the Agent gives notice to the Seller and the Servicer (in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances SECTION 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances Vanstar is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence of a Servicer DefaultTermination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth in SECTION 4.1(A) hereof, the Person so appointed becomes obligated to begin acting Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include (without limitation) access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all licenses, hardware or software necessary or desirable to succeed Conn Appliances, collect the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Pool Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Agent and the Purchaser have relied on the Servicer's agreement to act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to Quantum Information Corporation to the extent currently delegated and to any other subservicer (each, a "SUB-SERVICER"); provided that, in each such future delegation, (i) such Sub-Servicer shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Purchaser and the Agent for the performance of the duties and obligations so delegated, (iii) the Seller, the Agent and the Purchaser shall have the right to look solely to the Servicer for performance (iv) the terms of any differential between agreement with any Sub-Servicer shall provide that the Servicing Fee Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and any compensation paid the Servicer shall provide appropriate notice to such Sub-Servicer) and (v) with respect to the delegation of material duties to a Successor Sub-Servicer after the date of the initial purchase hereunder, the Servicer shall have received the prior written consent of the Agent.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.017.1. Each of the SPV, the Managing Agents and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and the Originators (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Trustee Agent gives notice to Conn Appliances the existing Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the existing Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate At any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After time following the occurrence and during the continuation of a Servicer Default, the Trustee may, and Agent may upon the direction of the Required Noteholders or in Managing Agents representing the case of a Specified Servicer Default shallMajority Investors, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Agent) to succeed the then-current initial Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth above, the Person so appointed becomes obligated to begin acting existing Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other existing Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all records, licenses, hardware or software necessary or desirable to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of collect the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee existing Servicer acknowledges that the SPV, the Agent, each Managing Agent and the Investors have relied on the existing Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the existing Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such delegation, (i) such Sub-Servicer shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the SPV, the Agent, the Managing Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the SPV and the Majority Investors shall consent in writing to any differential between material delegation of servicing duties different in scope or nature than those delegations typically made by the Servicing Fee Servicer as of the Original Closing Date and (iv) the terms of any compensation paid agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to a Successor terminate such agreement to the Servicer hereunder(and the Servicer shall provide appropriate notice to such Sub-Servicer).

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to succeed to Conn Appliances assume the duties and the administration and servicing obligations as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the date timely payment of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer amounts due and owing by Account Debtor all in accordance with this Section 2.01 resignsapplicable laws, fails or is unable to perform the duties of the Servicer hereunder following its rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Successor Servicer, the Trustee may Servicer shall not release Seller from any of its other duties to comply with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicerterms, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 covenants and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject provisions of this Agreement. Following any appointment of a Successor In connection with its servicing obligations, Servicer pursuant will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 2.01, the Trustee will provide notice thereof 7 to the Issuerextent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the Receivables Trustperformance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, the Depositorywithout Servicer’s prior written consent, the Depositor and the Noteholders. (c) The Trustee which consent shall not be responsible unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any differential between reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the Servicing Fee amounts, if any, that will be paid by Account Debtor or the timing of such payments. Purchaser acknowledges and any compensation paid agrees that (i) Servicer is the same Servicer designated under the Series F Agreement, (ii) the Purchased Receivable and the Series F Receivable together constitute a single Receivable owing to a Successor Servicer hereunderSeller by Account Debtor, such that Servicer’s obligations under this Section 7 will overlap with Servicer’s obligations under Section 7 of the Series F Agreement, and (iii) Servicer’s actions under this Section 7 shall be taken together with Servicer’s actions under Section 7 of the Series F Agreement for purposes of determining compliance with this Section 7.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from Master Servicer may at any time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of appoint a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate all or any portion of its rights, duties or obligations as Master Servicer hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Rating Agency Condition shall have been satisfied in connection therewith; provided further, that the Master Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, servicing and upon the direction administering of the Required Noteholders or in the case of a Specified Servicer Default shall, Financed Student Loans in accordance with the provisions set forth in clause (ii) below, appoint hereof without diminution of such obligation and liability by virtue of the Back-Up Servicer pursuant appointment of such subservicer and to the Back-Up Servicing Agreement dated same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Financed Student Loans. The fees and expenses of each Servicer shall be as agreed between the date hereof (as amended, supplemented or otherwise modified Master Servicer and such Servicer from time to timetime and none of the Issuer, the “Back-Up Servicing Agreement”)Eligible Lender Trustee, among the Back-Up Servicer Indenture Trustee, the Certificateholders and the various other parties thereto or Noteholders shall have any other successor servicer (SSTresponsibility therefor. Notwithstanding the foregoing, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) belowAFSA, in such capacityUSA Group, the “Successor Servicer”) to succeed to Conn Appliances as Servicer and PHEAA shall be deemed approved Servicers for all purposes hereunder. (iib) If (x) the Back-Up Servicer, on the date of its appointment as Successor The Master Servicer or may at any time following such appointment, fails appoint one or is unable to perform the duties more of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue Affiliates to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicerportion of its obligations hereunder; provided, within a reasonable time following however, that the date upon which it is required to so appoint a successor to the Master Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 remain obligated and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof liable to the Issuer, the Receivables TrustEligible Lender Trustee, the DepositoryIndenture Trustee, the Depositor Certificateholders and the Noteholders. (c) Noteholders for the servicing and administering of the Financed Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Affiliate and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Financed Student Loans. The Trustee fees and expenses of each such Affiliate shall not be responsible for any differential as agreed between the Servicing Fee Master Servicer and such Affiliate from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders shall have any compensation paid to a Successor Servicer hereunderresponsibility therefor.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014. 1. Upon (but not prior to), the occurrence of a Termination Event, the Agent may designate as Servicer any Person (including itself) to succeed the Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until the Trustee Agent gives notice to Conn Appliances the Seller and IDI (in accordance with this Section 4.1) of the designation of a new Servicer pursuant to or until IDI delegates all of its duties and obligations as Servicer in accordance with paragraph (e) of this Section 2.014.1, Conn Appliances IDI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and the Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of records and use by the new Servicer of all licenses or software necessary or desirable to collect the Pool Receivables and the Related Security. (c) The Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Agent and the Purchaser have relied on the Servicer's agreement to act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer until the Final Payout Date. (d) The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties and obligations hereunder to any of its Affiliates and may use subservicerssubservicer (each, contractors or agents but will remain obligated and liable for the performance of any a "Sub-Servicer"); provided that, in each such delegated duties as if it were performing such duties itself. delegation (i) After the occurrence of a such Sub-Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree in writing, to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as , (ii) the Person Servicer shall remain primarily liable to the Purchaser and the Agent for the performance of the duties and obligations so appointed becomes obligated to begin acting as Servicer hereunderdelegated, (iii) the Seller, the then current Agent and the Purchaser shall have the right to look solely to the Servicer will continue for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub- Servicer). (e) The Servicer may delegate all of its duties and obligations hereunder to a replacement Servicer without the prior written consent of the Agent, provided that, in such delegation (i) any such replacement Servicer shall agree to perform all servicing functions under this Agreement of the duties and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to obligations of the Servicer pursuant to this Section 2.01 the terms hereof (but in any event not later than 30 days following ii) such date), the Trustee shall at the expense replacement Servicer is a wholly-owned subsidiary of the Issuer Performance Guarantor, (as Certificateholder iii) the Agent receives such opinions of counsel, officer's certificates and other documents that it request with respect to such replacement Servicer and (iv) the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRating Agency Condition is satisfied. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Servicer”") so designated from time to time in accordance with this Section 2.016. 1. Until the Trustee Administrative Agent, with the consent or at the direction of the Funding Agents, gives notice to Conn Appliances TMN of the designation of a new Servicer pursuant to this Section 2.016.1, Conn Appliances TMN is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee Administrative Agent and the Receivables Trusteach Funding Agent; provided, however, provided that the Servicer TMN shall be permitted to delegate its duties hereunder to any of its Affiliates or their agents and may use subservicers, contractors but such delegation shall not relieve TMN of its duties and obligations hereunder. The Administrative Agent (with the consent or agents but will remain obligated and liable for at the performance direction of any such delegated duties as if it were performing such duties itself. (ithe Funding Agents) After shall, after the occurrence of a Servicer DefaultDefault or any other Termination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified designate as Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up up Servicer pursuant to the succeed TMN. The Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as In the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, event the Back-Up up Servicer is unable to accept the appointment or to perform such duties and obligations of the Servicer, the Successor Servicer shall, notwithstanding any other Person then acting provision set forth herein, use reasonable efforts to act as Servicerthe Servicer and shall use reasonable efforts to perform, within or to engage a reasonable time following third party to perform, the date upon which it is required to so appoint a successor to duties and obligations of the Servicer pursuant to this Section 2.01 (but the terms hereof. Chase shall be entitled to the Successor Servicer Fee in any event not later than 30 days following such date)its capacity as Successor Servicer prior to acting in the capacity as Servicer. Following a Servicer Default or a Termination Event, the Trustee shall Administrative Agent may (with the consent or at the expense direction of the Issuer (as Certificateholder Funding Agents) notify any Credit Card Processor or Restaurant of the designation of the Back-up Servicer or, if applicable, the Successor Servicer as Servicer. After the occurrence of a Servicer Default or any other Termination Event, the Servicer and the Transferor each hereby irrevocably authorize and grant to each of the Back-up Servicer and the Successor Servicer an irrevocable power-of-attorney to take any and all steps in the Servicer's or the Transferor's name and on behalf of the Servicer or the Transferor that are necessary or desirable to perform its duties hereunder, including collecting amounts due under the Receivables, including without limitation, endorsing the Servicer's name on checks and other instruments representing Collections and enforcing the Receivables Trustand related Contracts. This power-of-attorney is coupled with an interest. (b) The Back-up Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable Law and (ii) there is no reasonable action which the Back-up Servicer could take to make the performance of its duties hereunder permissible under applicable Law. Any such determination permitting the resignation of the Back-up Servicer shall be evidenced as to clause (i) above by an opinion of counsel to the Back-up Servicer to such effect addressed and delivered to, and in a form reasonably acceptable to, the Administrative Agent, each Funding Agent and the Successor Servicer. No such resignation shall become effective until a replacement Back-up Servicer shall have assumed the responsibilities and obligations of the Back-up Servicer in accordance with this Article VI. The Administrative Agent, each Funding Agent and the Successor Servicer shall be entitled to any fees and expenses (including the fees and expenses of outside agents and counsel) incurred in connection with the transition of servicing from the Servicer to another Person. (c) If the Successor Servicer shall become legally unable to perform its obligations hereunder, it shall be entitled to petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.a

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to succeed to Conn Appliances assume the duties and the administration and servicing obligations as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the date timely payment of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer amounts due and owing by Account Debtor all in accordance with this Section 2.01 resignsapplicable laws, fails or is unable to perform the duties of the Servicer hereunder following its rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Successor Servicer, the Trustee may Servicer shall not release Seller from any of its other duties to comply with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicerterms, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 covenants and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject provisions of this Agreement. Following any appointment of a Successor In connection with its servicing obligations, Servicer pursuant will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections. Servicer will be deemed to have acted to maximize Collections and satisfy its obligations in this Section 2.01, the Trustee will provide notice thereof 7 to the Issuerextent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the Receivables Trustperformance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, the Depositorywithout Servicer’s prior written consent, the Depositor and the Noteholders. (c) The Trustee which consent shall not be responsible unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing the Purchased Receivable in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any differential between reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the Servicing Fee and any compensation amounts, if any, that will be paid to a Successor Servicer hereunderby Account Debtor or the timing of such payments.

Appointment of Servicer. (ai) The servicing, administering Xxxxx appoints Seller as Servicer for the administration and collection servicing of the Purchased Receivables shall be conducted sold to Xxxxx by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated asSeller, and Seller hereby accepts such appointment and agrees to perform all necessary and appropriate commercial collection activities, including the duties settlement of Disputes between Seller and obligations ofan Account Debtor, with the Servicer pursuant same care and policies as are applied to its own Receivables in arranging the terms hereof. The Servicer may not delegate timely payment of amounts due and owing by any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, Account Debtor all in accordance in all material respects with the provisions set forth in clause (ii) belowapplicable laws, appoint the Back-Up Servicer pursuant rules and regulations, with reasonable care and diligence and shall act to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereundermaximize Collections. (ii) Servicer or Special Servicer shall be responsible for identifying, matching and reconciling any payments received with the Purchased Receivable associated with such payment. If any payment is received from an Account Debtor, and such payment is not identified or is misidentified by such Account Debtor as relating to a particular Purchased Receivable and cannot otherwise be reasonably identified (xby invoice amount or otherwise) as relating to a particular Purchased Receivable or if Xxxxx determines that the Back-Up reconciliation is otherwise incorrect or inaccurate within five (5) Business Days of receipt thereof, or Servicer defaults in its obligations as Servicer as set forth under this Section 6.2, the parties hereto agree that such payment shall be applied as provided in Section 6.4 hereof. Subject to Section 6.2(a), Xxxxx will retain for its own account from Collections on account of Purchased Receivables and any amounts then owing to Xxxxx. (iii) Based on the reconciliation information provided by Servicer or Special Servicer to Xxxxx as required under Section 5.1(h)(iv) hereof each week, and other information available to Xxxxx, subject to the rights of Xxxxx under Section 3.2 hereof, and after the weekly settlement process described in Section 6.2(a) hereof, Xxxxx or Special Servicer, as the case may be, shall promptly remit to the Seller’s Account, (1) Collections, if any, on account of Receivables not purchased hereunder and (2) all other Collections, if any, received in the Collection Account and not relating to the Receivables. (iv) Xxxxx may, upon five (5) Business Days notice to Servicer, after the occurrence of an Insolvency Event or Termination Event with respect to Servicer, terminate the rights of Seller as Servicer hereunder and designate a Special Servicer, which may be any person as Xxxxx may select for such purpose who is qualified to perform the obligations of servicer to administer the Purchased Receivables on the terms and conditions as set forth hereunder. Seller shall cease its activities as Servicer in a manner that Xxxxx determines and shall cooperate fully and facilitate the transition of the performance of such activities to the Special Servicer, and Xxxxx (or its designee as Special Servicer) shall assume the obligations of Seller as Servicer, to service and administer the Purchased Receivables, on the date terms and subject to the conditions herein set forth or as may otherwise be agreed in writing between Xxxxx and such Special Servicer. In such event, Xxxxx may, upon prior written notice to Parent, provide each Account Debtor with the Account Debtor Notice of such Seller and further notify each Account Debtor of the sale of the Purchased Receivables and request that such Account Debtors (1) acknowledge receipt of such notification in writing; and (2) make payments to an account designated by Xxxxx. Servicer shall take such action or refrain from taking such action as Xxxxx may specify in order to assist Xxxxx (or its designee as Special Servicer) in assuming and performing such obligations. Servicer agrees, at its expense, to take all actions necessary to provide the Special Servicer with access, whether or not at the offices and properties of Seller to all computer software (including its servicing software and its claims software), necessary or useful in collecting, billing or maintaining the records with respect to the Purchased Receivables. Immediately upon being terminated as a Servicer, each Seller shall have the right to repurchase any of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall Purchased Receivables at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRepurchase Price. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee Agent gives notice to Conn Appliances the ----------------------- Transferor of the designation of a new Servicer pursuant to in accordance with the last sentence of this Section 2.01Section, Conn Appliances Mattel is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate ; provided that, with respect to any group of Listed Receivables, Mattel -------- (solely in its rightscapacity as Servicer) may, duties or obligations hereunderat any time, or designate a substitute Servicer, without the upon prior written consent notice to the Agent, designate any Affiliate of the Trustee and the Receivables TrustMattel as sub-servicer hereunder; provided, however, that such Affiliate shall not become the Servicer and, -------- ------- notwithstanding any such delegation, Mattel shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated the duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction obligations of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Mattel alone were performing such duties and obligations. Subject to the foregoing, Mattel hereby delegates to Xxxxxx-Xxxxx all of Mattel's duties and obligations under Section 2.01(b)(ii) below, in such capacity, 4.2 below with respect to the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) Listed Receivables ----------- originated by Xxxxxx-Xxxxx. Mattel acknowledges that the Back-Up Servicer, Agent and the Purchasers have relied on the date agreement of its appointment Mattel to act as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Mattel agrees that it shall not voluntarily resign as the Servicer. In the event that a new "Servicer" has been designated pursuant to the Purchase and Sale Agreement or has previously resigned or otherwise been terminated upon the occurrence of a Servicer Default as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this contemplated by Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer4.4, the Trustee Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the ----------- Agent) to succeed the then-current Servicer Mattel or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables and the Affected Assets shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.017.1. Until the Trustee gives notice to Conn Appliances Each of the designation of a new Servicer Originator, the Transferor, the Seller, the Administrative Agent, the Insurer and the Purchasers hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section 2.017.1, Conn Appliances to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Originator, the Transferor and the Seller (to the extent such Person is not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the Originator’s, the Transferor’s and/or the Seller’s name and on behalf of the Originator, Transferor or the Seller as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables and the Affected Assets, including endorsing the Originator’s, the Transferor’s and/or the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Subject to the immediately following sentence, RACC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereofof this Agreement. The RACC shall act as Servicer may not delegate any of its rightsuntil the date which is one year and one day after the Final Payout Date, duties or obligations hereunder, or designate a substitute Servicer, without unless the Administrative Agent (with the prior written consent of the Trustee Control Party), or the Control Party (with prior written notice to the Administrative Agent and each of the Rating Agencies), gives notice to RACC and the Receivables Trust; provided, however, that Transferor (in accordance with this Section 7.1) of the designation of a new Servicer shall be permitted to delegate its duties hereunder to any following the occurrence of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After a Servicer Default. Upon the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance Administrative Agent (with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the prior written consent of the Required NoteholdersControl Party), or the Control Party (with prior written notice to the Administrative Agent and upon the direction each of the Required Noteholders shallRating Agencies), appoint may designate as Servicer any Person (including itself) to succeed the then-current Servicer RACC or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer following the occurrence of a Servicer Default as set forth above, the Person so appointed becomes obligated to begin acting Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Administrative Agent (with the prior written consent of the Control Party), or the then current Servicer Control Party (with prior written notice to the Administrative Agent), determines will continue facilitate the transition of the performance of such activities to perform all servicing functions under this Agreement the successor Servicer, and the Servicer shall cooperate with and assist such successor Servicer. Such cooperation shall include providing all computer tapes and disks, documents, instruments and other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable records relating to the Receivables which are and access to information technology personnel and transferring to any successor Servicer all cash amounts and documents or instruments relating to the subject Receivables held by the Servicer at the time of this Agreementthe acceptance by such successor Servicer of the obligation to perform the Services and access to and transfer of records and use by the successor Servicer of all records necessary or desirable to collect the Receivables and the Related Security. Following any appointment The Servicer shall be responsible for all costs incurred in connection with transitioning servicing to a successor Servicer as a result of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersDefault. (c) The Trustee Servicer acknowledges that each of the Transferor, the Seller, the Administrative Agent, the Purchasers and the Insurer have relied on the Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement and the other Transaction Documents to which it is a party. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any Affiliate of RAH or any other third party sub-servicer, including, but not limited to, Flight Options (with respect to Aircraft Fractional Shares) and to each other sub-servicer listed (together with the general servicing functions performed by such Person) in Schedule V (each, a “Sub-Servicer”), as such schedule shall not be responsible amended, amended and restated, supplemented or otherwise modified by the Servicer, and provided to the Administrative Agent and the Control Party in connection with the addition of any new Sub-Servicer (together with the servicing function to be performed by such Sub-Servicer) or any change to the servicing functions provided by a Sub-Servicer on such Schedule V, provided that, in each such delegation, (i) the Servicer shall remain primarily liable to the Transferor, the Seller, the Administrative Agent, the Purchasers and the Insurer for the performance of the duties and obligations so delegated, (ii) the Transferor, the Seller, the Administrative Agent, the Purchasers and the Insurer shall have the right to look solely to the Servicer for such performance and (iii) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent (with the prior written consent of the Control Party) or the Control Party (with prior written notice to the Administrative Agent) may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer). The Servicer shall be liable for any differential between and all fees and expenses incurred by or through a Sub-Servicer (but shall be entitled to reimbursement for any fees and expenses to the Servicing Fee extent such fees and expenses constitute Permissible Servicer Expenses from related Recovery Proceeds and in accordance with the priorities for payment set forth in Section 2.12) and no such Sub-Servicer shall have any compensation paid rights to the Affected Assets or Collections for payment of any amounts owing to such Sub-Servicer or any other Person. The Servicer may appoint professional advisers, but shall immediately notify the Administrative Agent and the Insurer of such appointment. (e) If (i) a Successor Servicer hereunderFlight Options Trigger Event has occurred, and (ii) the Insurer is not the Control Party, then notwithstanding any term or provision of any Transaction Document, the Control Party, with respect to the Flight Options Contracts or with respect to any Receivable related to the Flight Options Contracts, shall have (and at its option may exercise) rights of the type contemplated by Section 8.2(c), solely with respect to the applicable Flight Options Contracts.

Appointment of Servicer. (a) The Person so designated from time to time as Servicer in accordance with this Section 4.1 shall conduct the servicing, administering and collection of the Receivables shall be conducted by such Person Purchased Receivables. Until the Administrator gives notice to the Seller (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances SECTION 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances Smurfit-MBI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunderit being understood and agreed that the Issuer has agreed to purchase the Purchased Receivables from the Seller on a fully serviced basis and that, or designate a substitute so long as the Seller is the Servicer, without the prior written consent payment of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable purchase price for the performance Purchased Receivables in the amounts, at the times and in the manner provided for in this Agreement shall constitute the full compensation and remuneration of any such delegated duties Smurfit-MBI for acting as if it were performing such duties itself. (i) After Servicer hereunder. Upon the occurrence of a Servicer DefaultTermination Event, the Trustee Administrator may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause on ten (ii10) below, appoint the Back-Up Servicer pursuant days' written notice to the Back-Up Servicing Agreement dated Servicer, designate as of the date hereof Servicer any Person (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”including itself) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up or any successor Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed designated shall agree to perform and be bound by the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in SECTION 4.1(a) hereof, Smurfit-MBI agrees that it will terminate its activities as Servicer hereunder in a manner which the Administrator reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Smurfit-MBI shall cooperate with and assist such new Servicer. Such co-operation shall include (without limitation) access to and transfer of Records and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Purchased Interest. (c) The Seller acknowledges that, in making its decision to execute and deliver this Agreement, the Administrator and the Issuer have relied on Smurfit-MBI's agreement to act as Servicer hereunder. Accordingly, Smurfit-MBI agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "SUB-SERVICER"); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as , (ii) the Person Servicer shall remain primarily liable to the Issuer for the performance of the duties and obligations so appointed becomes obligated to begin acting as Servicer hereunderdelegated, (iii) the Seller, the then current Servicer will continue to perform all servicing functions under this Agreement Administrator and the other Servicer Transaction Documents. If Issuer shall have the Trustee is not able right to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor look solely to the Servicer pursuant to this Section 2.01 for performance and (but in iv) the terms of any event not later than 30 days following agreement with any Sub-Servicer shall provide that the Administrator may terminate such date), agreement upon the Trustee shall at the expense termination of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth by giving notice of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable its desire to terminate such agreement to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor (and the NoteholdersServicer shall provide appropriate notice to such Sub-Servicer). (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014. 1. Until the Trustee Administrator gives notice to Conn Appliances the Seller and the Servicer (in accordance with this Section 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances Solectron is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any Upon the occurrence and during the continuation of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders any Unmatured Termination Event or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause Termination Event or (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails when the Rated Long Term Debt of Solectron is not rated at least Investment Grade or is unable (iii) any event that materially and adversely affects the Servicer's ability to perform its obligations hereunder or the duties collectibility of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor ServicerReceivables, the Trustee Administrator may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer Solectron or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as the Person so appointed becomes obligated to begin acting set forth in Section 4.1(a) hereof, Solectron (or any successor Servicer) agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and Solectron shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of records and use by the then current new Servicer will continue of all books, records, other relevant data, licenses, hardware or software necessary or desirable to perform all servicing functions under this Agreement collect the Pool Receivables and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) Solectron acknowledges that the Administrator and the Issuer have relied on Solectron's agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Solectron agrees that it will not voluntarily resign as Servicer and the Seller agrees that it will not terminate Solectron as Servicer without the prior written consent of the Administrator. (d) The Trustee Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "Sub-Servicer"); provided that, in each such delegation, (i) such Sub-Servicer shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Issuer for any differential between the Servicing Fee performance of the duties and any compensation paid to a Successor Servicer hereunder.obligations

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.014.1. Until the Trustee Administrative Agent gives notice to Conn Appliances Ixxxxx (in accordance with this Section 4.1) of the designation of a new Servicer pursuant to as provided in the following sentence or until the Servicer resigns in accordance with this Section 2.014 .1, Conn Appliances Ixxxxx is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without Seller hereby acknowledges and agrees to such designation. During the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence existence of a Servicer DefaultTermination Event, the Trustee may, and upon Administrative Agent may (or at the direction of the Required Noteholders or in the case of a Specified Servicer Default Purchasers shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer Ixxxxx or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as the Person so appointed becomes obligated to begin acting set forth in Section 4.1(a), Ixxxxx agrees that it will terminate its activities as Servicer hereunderhereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and Ixxxxx shall (at its own expense) cooperate with and assist such new Servicer in effecting such transition. Such cooperation shall include access to and transfer of records and use by the then current new Servicer will continue of all licenses, hardware or software reasonably necessary to perform all servicing functions under this Agreement collect the Pool Receivables and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee Ixxxxx acknowledges that the Administrative Agent and each member in each Purchaser Group have relied on Ixxxxx’x agreement to act as initial Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Ixxxxx agrees that it will not resign as Servicer until thirty (30) days prior written notice of the occurrence of a “Servicer Resignation Event” (as defined below) has been delivered to the Administrative Agent and each Purchaser Agent. As used herein a “Servicer Resignation Event” shall mean Ixxxxx’x determination that by reason of a change in legal requirements the performance of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements and (i) the Administrative Agent, with the consent of the Majority Purchasers, does not be responsible for any differential between elect to waive the Servicing Fee obligations of the Servicer to perform the duties which such change in legal requirements renders Ixxxxx legally unable to perform and any compensation paid (ii) Ixxxxx is unable to delegate those duties to a Successor Servicer hereunderSub-Servicer.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from Master Servicer may at any time to time in accordance with this Section 2.01. Until the Trustee gives notice to Conn Appliances of the designation of appoint a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate all or any portion of its rights, duties or obligations as Master Servicer hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Rating Agency Condition shall have been satisfied in connection therewith; provided further, that the Master Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, servicing and upon the direction administering of the Required Noteholders or in the case of a Specified Servicer Default shall, Financed Student Loans in accordance with the provisions set forth in clause (ii) below, appoint hereof without diminution of such obligation and liability by virtue of the Back-Up Servicer pursuant appointment of such subservicer and to the Back-Up Servicing Agreement dated same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Financed Student Loans. The fees and expenses of each Servicer shall be as agreed between the date hereof (as amended, supplemented or otherwise modified Master Servicer and such Servicer from time to timetime and none of the Issuer, the “Back-Up Servicing Agreement”)Eligible Lender Trustee, among the Back-Up Servicer Delaware Trustee, the Indenture Trustee, the Certificateholders and the various other parties thereto or Noteholders shall have any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunderresponsibility therefor. (iib) If (x) the Back-Up Servicer, on the date of its appointment as Successor The Master Servicer or may at any time following such appointment, fails appoint one or is unable to perform the duties more of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue Affiliates to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicerportion of its obligations hereunder; provided, within a reasonable time following however, that the date upon which it is required to so appoint a successor to the Master Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 remain obligated and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof liable to the Issuer, the Receivables TrustEligible Lender Trustee, the DepositoryIndenture Trustee, the Depositor Certificateholders and the Noteholders. (c) Noteholders for the servicing and administering of the Financed Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Affiliate and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Financed Student Loans. The Trustee fees and expenses of each such Affiliate shall not be responsible for any differential as agreed between the Servicing Fee Master Servicer and such Affiliate from time to time and none of the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders and the Noteholders shall have any compensation paid to a Successor Servicer hereunder.responsibility therefor

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables Mortgage Loans and related Collateral shall be conducted by such Person (the “Servicer”) so as may be designated from time to time in accordance with this Section 2.016.1. Until the Trustee Facility Agent (acting at the direction of the Required Committed Lenders) gives notice to Conn Appliances the Borrower of the designation of a new Servicer pursuant to this Section 2.01the next sentence, Conn Appliances FIC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to under this Agreement and the terms hereofother Transaction Documents. The Servicer If an Event of Default has occurred and is continuing, the Facility Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without (with the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee mayRequired Committed Lenders), and upon the direction of the Required Noteholders or in Committed Lenders the case of a Specified Servicer Default Facility Agent shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer FIC or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until , and such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to can perform all servicing functions its obligations under this Agreement and the other Transaction Documents in compliance with all applicable laws, rules or regulations. If an Event of Default has occurred and is continuing, the Facility Agent (acting at the direction of the Required Committed Lenders) may notify any Obligor of the designation of a successor Servicer. FIC may not delegate any of its rights, duties or obligations hereunder except to an Eligible Subservicer upon notice to the Facility Agent; provided that such delegation shall not relieve FIC of its duties and obligations as Servicer hereunder and under the other Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.01SECTION 4.1. Until the Trustee Agent gives notice to Conn Appliances the Seller and the Servicer (in accordance with this SECTION 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances Atrium is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After Upon the occurrence and during the continuance of a Servicer DefaultTermination Event, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee Agent may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth in SECTION 4.1(a) hereof, the Person so appointed becomes obligated to begin acting Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include (without limitation) access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all licenses or software necessary or desirable to succeed Conn Appliances, collect the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Pool Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee shall not be responsible for any differential between Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Servicing Fee Agent and any compensation paid the Purchaser have relied on the Servicer's agreement to a Successor act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "SUB-SERVICER"); PROVIDED that, in each such delegation (i) such Sub-Servicer shall agree in a separate letter agreement, to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Purchaser and the Agent for the performance of the duties and obligations so delegated, (iii) the Seller, the Agent and the Purchaser shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer).

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person so designated from time to time as servicer (the “Servicer”) so designated from time to time in accordance with this Section 2.017.1. Until the Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances Colliers Xxxxxxxx Xxxxxxx Inc. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any Each of the Agent, the Managing Agents and the Investors hereby appoints as its rights, duties or obligations hereunder, or designate a substitute agent the Servicer, without from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the prior written consent Affected Assets, and the SPV hereby consents to such appointment. To the extent permitted by applicable law, each of the Trustee SPV and the Receivables Trust; provided, however, that Originators (to the extent not then acting as Servicer shall be permitted hereunder and only to delegate the extent consistent with its duties hereunder obligations under the First Tier Agreement) hereby grants to any Servicer appointed hereunder an irrevocable power of its Affiliates attorney to take any and may use subservicersall steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, contractors or agents but will remain obligated in the reasonable determination of the Servicer, to collect all amounts due under any and liable for all Receivables, including endorsing the performance of SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. At any such delegated duties as if it were performing such duties itself. (i) After time following the occurrence and during the continuation of a Servicer Default, the Trustee Agent may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant Majority Investors by notice to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up initial Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including the Agent) to succeed the then-current initial Servicer or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as set forth above, the Person so appointed becomes obligated to begin acting existing Servicer agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, the then current Servicer will continue to perform all servicing functions under this Agreement and the other existing Servicer Transaction Documentsshall cooperate with and assist such new Servicer. If Such cooperation shall include access to and transfer of records and use by the Trustee is not able to appoint a new Servicer of all records, licenses, hardware or software necessary or desirable to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of collect the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) The Trustee existing Servicer acknowledges that the SPV, the Agent, each Managing Agent and the Investors have relied on the existing Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the existing Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”), including but not limited to any other Originator; provided that, in each such delegation, (i) any Sub-Servicer which is not an Affiliate of Colliers shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, and (ii) the Servicer shall remain directly liable to the SPV, the Agent, the Managing Agents and the Investors for any differential between the Servicing Fee performance of the duties and any compensation paid to a Successor Servicer hereunderobligations so delegated.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.017.1. Each of the Originator, the Agent, the Investors and the Letter of Credit Bank hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, the Originator (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the Originator’s name and on behalf of the Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Trustee Agent gives notice to Conn Appliances the Originator (in accordance with this Section 7.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Agent may, and upon the direction of the Majority Investors shall, designate as Servicer any Person (including itself) to succeed the Originator or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth above, the Originator agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and the Originator shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by the new Servicer of all records, licenses, hardware or software necessary or desirable to collect the Receivables and the Related Security to the extent permissable. (c) The Originator acknowledges that the Agent and the Investors have relied on the Originator’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the Originator agrees that it will not voluntarily resign as Servicer. (d) The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee Agent, and the Receivables Trust; provided, however, provided that the Servicer shall be permitted continue to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and solely liable for the performance of the duties as Servicer hereunder notwithstanding any such delegated delegation hereunder. The Servicer may delegate its duties as if it were performing and obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such duties itself. delegation, (i) After the occurrence of a such Sub-Servicer Default, the Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until , (ii) the Servicer shall remain primarily liable to the Originator, the Agent, the Letter of Credit Bank and the Investors for the performance of the duties and obligations so delegated, (iii) the Originator, the Agent, the Letter of Credit Bank and the Investors shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer). (e) The Originator hereby irrevocably agrees that if at any time as it shall cease to be the Person so appointed becomes obligated to begin acting as Servicer hereunder, it shall act (if the then current Servicer will continue to perform all servicing functions under this Agreement and so requests) as the other data-processing agent of the Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliancesand, in such capacity, the BackOriginator shall conduct the data-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense processing functions of the Issuer (as Certificateholder administration of the Receivables Trust) petition a court of competent jurisdiction to appoint and the Collections thereon in substantially the same way that the Originator conducted such data-processing functions while it acted as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersServicer. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Indenture Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee Administrative Agent and the Receivables TrustTrust (with prior written notice to the Indenture Trustee); provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Indenture Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default as contemplated in clause (d) of the definition thereof, shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amendedSystems & Services Technologies, supplemented or otherwise modified from time to time, the Inc. (“Back-Up Servicing AgreementSST”), among the Back-Up Servicer and the various other parties thereto ) or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) pursuant to thea Back-Up Servicing Agreement to succeed to Conn Appliances as Servicer hereunderhereunder (any such transfer of Servicer power and authority to a Successor Servicer, a “Servicing Transfer”). (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Indenture Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Indenture Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Indenture Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Indenture Trustee will provide notice thereof to the Issuer, the Receivables Trust, the DepositoryDepositor, the Depositor Administrative Agent and the Noteholders. (c) The Indenture Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee Administrative Agent gives notice to Conn Appliances the Transferor of the designation of a new Servicer pursuant to in accordance with the last sentence of this Section 2.01Section, Conn Appliances Mattel is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate ; provided that, with respect to any group of Listed -------- Receivables, Mattel (solely in its rightscapacity as Servicer) may, duties or obligations hereunderat any time, or designate a substitute Servicer, without the upon prior written consent notice to the Administrative Agent, designate any Affiliate of the Trustee and the Receivables TrustMattel as sub-servicer hereunder; provided, however, that such Affiliate shall -------- ------- not become the Servicer and, notwithstanding any such delegation, Mattel shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated the duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction obligations of the Required Noteholders or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Mattel alone were performing such duties and obligations. Subject to the foregoing, Mattel hereby delegates to Xxxxxx-Xxxxx all of Mattel's duties and obligations under Section 2.01(b)(ii) below4.02 below with respect to ------------ the Listed Receivables originated by Xxxxxx-Xxxxx, and Xxxxxx-Xxxxx hereby accepts such delegation. Mattel acknowledges that the Administrative Agent and the Purchasers have relied on the agreement of Mattel to act as the Servicer hereunder in such capacitymaking their decision to execute and deliver this Agreement. Accordingly, Mattel agrees that it shall not voluntarily resign as the Servicer. In the event that a new "Servicer" has been designated pursuant to the Purchase and Sale Agreement or upon the occurrence of a Servicer Default as contemplated by Section 4.04, the “Successor Servicer”Administrative Agent may designate as ------------ Servicer any Person (including the Administrative Agent) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Mattel or any successor Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.

Appointment of Servicer. (a) The servicing, administering and collection of the Pool Receivables shall be conducted by such the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 2.01SECTION 4. 1. Until the Trustee Administrator gives notice to Conn Appliances the Seller and the Servicer (in accordance with this SECTION 4.1) of the designation of a new Servicer pursuant to this Section 2.01Servicer, Conn Appliances Solectron is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any Upon the occurrence and during the continuation of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee and the Receivables Trust; provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (i) After the occurrence of a Servicer Default, the Trustee may, and upon the direction of the Required Noteholders any Unmatured Termination Event or in the case of a Specified Servicer Default shall, in accordance with the provisions set forth in clause Termination Event or (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Back-Up Servicing Agreement”), among the Back-Up Servicer and the various other parties thereto or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) to succeed to Conn Appliances as Servicer hereunder. (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointmentwhen the Rated Long Term Debt of Solectron is not rated at least Investment Grade, fails or is unable any event that materially and adversely affects the Servicer's ability to perform its obligations hereunder or the duties collectibility of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor ServicerReceivables, the Trustee Administrator may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint designate as Servicer any Person (including itself) to succeed the then-current Servicer Solectron or any successor Servicer, on the condition in each case that any such Person so appointed designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time . (b) Upon the designation of a successor Servicer as the Person so appointed becomes obligated to begin acting set forth in SECTION 4.1(a) hereof, Solectron (or any successor Servicer) agrees that it will terminate its activities as Servicer hereunderhereunder in a manner which the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and Solectron shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to and transfer of records and use by the then current new Servicer will continue of all books, records, other relevant data, licenses, hardware or software necessary or desirable to perform all servicing functions under this Agreement collect the Pool Receivables and the other Servicer Transaction Documents. If the Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Receivables Trust, the Depository, the Depositor and the NoteholdersRelated Security. (c) Solectron acknowledges that the Administrator and the Issuer have relied on Solectron's agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Solectron agrees that it will not voluntarily resign as Servicer and the Seller agrees that it will not terminate Solectron as Servicer without the prior written consent of the Administrator. (d) The Trustee Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "SUB-SERVICER"); provided that, in each such delegation, (i) such Sub-Servicer shall not be responsible agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Issuer for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and the Issuer shall have the right to look solely to the Servicer for performance and (iv) the terms of any differential between agreement with any Sub-Servicer shall provide that the Servicing Fee Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and any compensation paid the Servicer shall provide appropriate notice to a Successor Servicer hereundersuch Sub- Servicer).

Appointment of Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Indenture Trustee gives notice to Conn Appliances of the designation of a new Servicer pursuant to this Section 2.01, Conn Appliances is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Trustee Administrative Agent and the Receivables TrustTrust (with prior written notice to the Indenture Trustee); provided, however, that the Servicer shall be permitted to delegate its duties hereunder to any of its Affiliates and may use subservicers, contractors or agents but will remain obligated and liable for the performance of any such delegated duties as if it were performing such duties itself. (b) (i) After the occurrence of a Servicer DefaultDefault that is forty-five (45) days following the Initial Note Increase Date, the Indenture Trustee may, and upon the direction of the Required Noteholders or in the case of a Specified Servicer Default as contemplated in clause (d) of the definition thereof, shall, in accordance with the provisions set forth in clause (ii) below, appoint the Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the date hereof (as amendedSystems & Services Technologies, supplemented or otherwise modified from time to time, the Inc. (“Back-Up Servicing AgreementSST”), among the Back-Up Servicer and the various other parties thereto ) or any other successor servicer (SST, or any other successor servicer so appointed in accordance with the terms of Section 2.01(b)(ii) below, in such capacity, the “Successor Servicer”) pursuant to [the]a Back-Up Servicing Agreement to succeed to Conn Appliances as Servicer hereunderhereunder (any such transfer of Servicer power and authority to a Successor Servicer, a “Servicing Transfer”). (ii) If (x) the Back-Up Servicer, on the date of its appointment as Successor Servicer or at any time following such appointment, fails or is unable to perform the duties of the Servicer hereunder or has previously resigned or otherwise been terminated as Back-Up Servicer, or (y) any other Person designated Successor Servicer in accordance with this Section 2.01 resigns, fails or is unable to perform the duties of the Servicer hereunder following its appointment as Successor Servicer, the Indenture Trustee may with the consent of the Required Noteholders, and upon the direction of the Required Noteholders shall, appoint as Servicer any Person to succeed the then-current Servicer on the condition in each case that any such Person so appointed shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then current Servicer will continue to perform all servicing functions under this Agreement and the other Servicer Transaction Documents. If the Indenture Trustee is not able to appoint a new Servicer to succeed Conn Appliances, the Back-Up Servicer or any other Person then acting as Servicer, within a reasonable time following the date upon which it is required to so appoint a successor to the Servicer pursuant to this Section 2.01 (but in any event not later than 30 days following such date), the Indenture Trustee shall at the expense of the Issuer (as Certificateholder of the Receivables Trust) petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, a net worth of not less than $25,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement. Following any appointment of a Successor Servicer pursuant to this Section 2.01, the Indenture Trustee will provide notice thereof to the Issuer, the Receivables Trust, the DepositoryDepositor, the Depositor Administrative Agent and the Noteholders. (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation paid to a Successor Servicer hereunder.