Common use of Other Matters Relating to the Servicer Clause in Contracts

Other Matters Relating to the Servicer. Section 5.01 Liability of the Servicer 28 Section 5.02 Limitation on Liability of the Servicer and Others 29 Section 5.03 Servicer Not to Resign 29 Section 5.04 Waiver of Defaults 29 ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE TRUSTEE Section 6.01 Successor Trustee 30 Section 6.02 Tax Returns 30 Section 6.03 Final Payment with Respect to Any Series 30 Section 6.04 Optional Purchase of Receivables Trust Estate 30 ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01 Amendment 31 Section 7.02 Protection of Right, Title and Interest to Receivables and Related Security 33 Section 7.03 Governing Law 33 Section 7.04 Notices 34 Section 7.05 Severability of Provisions 34 Section 7.06 Delegation 34 Section 7.07 Waiver of Trial by Jury 34 Section 7.08 Further Assurances 34 Section 7.09 No Waiver; Cumulative Remedies 34 Section 7.10 Counterparts 35 Section 7.11 Third-Party Beneficiaries 35 Section 7.12 Actions by Noteholders 35 Section 7.13 Rule 144A Information 35 Section 7.14 Merger and Integration 35 Section 7.15 Headings 35 Section 7.16 Rights of the Trustee 35 Section 7.17 Sales Tax Proceeds 36 Section 7.18 Limitation of Liability 36 EXHIBITS Exhibit A Form of Monthly Servicer Report Exhibit B Form of Annual Servicer’s Certificate SCHEDULES Schedule 2.10(i) Litigation SERVICING AGREEMENT dated as of December 20, 2017 (the “Agreement”) by and among CONN’S RECEIVABLES FUNDING 2017-B, LLC, a Delaware limited liability company, as issuer (the “Issuer”), CONN’S RECEIVABLES 2017-B TRUST, a Delaware statutory trust, as receivables trust (the “Receivables Trust”), CONN APPLIANCES, INC., a Texas corporation (“Conn Appliances”), as initial Servicer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).

Other Matters Relating to the Servicer. Section 5.01 6.01 Liability of the Servicer 28 29 Section 5.02 6.02 Limitation on Liability of the Servicer and Others 29 Section 5.03 6.03 Servicer Not to Resign Indemnification of the Company and the Administrative Agent 29 Section 5.04 Waiver 6.04 Resignation of Defaults 29 ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE TRUSTEE Section 6.01 Successor Trustee the Servicer 30 Section 6.02 Tax Returns 6.05 Access to Documentation and Information Regarding the Receivables Accounts and Underlying Receivables 30 Section 6.03 Final Payment with Respect to Any Series 30 Section 6.04 Optional Purchase 6.06 Delegation of Receivables Trust Estate 30 ARTICLE VII MISCELLANEOUS PROVISIONS Duties 31 Section 7.01 Amendment Servicer Defaults 31 Section 7.02 Protection Appointment of Right, Title and Interest to Receivables and Related Security 33 Section 7.03 Governing Law 33 Section 7.04 Notices Successor 34 Section 7.05 8.01 Amendment 35 Section 8.02 Termination of Agreement 35 Section 8.03 GOVERNING LAW 35 Section 8.04 Notices 35 Section 8.05 Setoff 36 Section 8.06 Severability of Provisions 34 36 Section 7.06 Delegation 34 Section 7.07 Waiver of Trial by Jury 34 Section 7.08 8.07 Further Assurances 34 36 Section 7.09 8.08 No Waiver; Cumulative Remedies 34 36 Section 7.10 8.09 Counterparts 35 36 Section 7.11 8.10 Third-Party Beneficiaries 35 36 Section 7.12 Actions by Noteholders 35 Section 7.13 Rule 144A Information 35 Section 7.14 8.11 Merger and Integration 35 37 Section 7.15 8.12 Headings 35 37 Section 7.16 Rights 8.13 Consent to Jurisdiction and Service of the Trustee 35 Process 37 Section 7.17 Sales Tax Proceeds 36 Section 7.18 Limitation 8.14 No Petition 37 APPENDIX A: Operational Guidelines SCHEDULE 3.14: Capital Stock and Ownership SCHEDULE 3.18: Material Contracts SCHEDULE 3.19: Senior Management SCHEDULE 4.05: Insurance Policies SCHEDULE 4.16: Regulatory Compliance Changes EXHIBIT A: Notice of Liability 36 EXHIBITS Exhibit A Reinstatement EXHIBIT B: Form of Monthly Servicer Servicing Report Exhibit B EXHIBIT C: Form of Daily Settlement and Servicing Report EXHIBIT D: Form of Annual ServicerOfficer’s Certificate SCHEDULES Schedule 2.10(i) Litigation EXHIBIT E: Form of Payment Date Report EXHIBIT F: Data Tape Information EXHIBIT G: Form of Compliance Certificate EXHIBIT H: Form of Insurance Report EXHIBIT I: Form of Financial Officer Certification THIS SERVICING AGREEMENT AGREEMENT, dated as of December August 20, 2017 (the “Agreement”) by and 2010 among CONN’S RECEIVABLES FUNDING 2017-B, LLC, a Delaware limited liability company, as issuer (the “Issuer”), CONN’S RECEIVABLES 2017-B TRUST, a Delaware statutory trust, as receivables trust (the “Receivables Trust”), CONN APPLIANCESBLUESTEM BRANDS, INC., a Texas corporation Delaware corporation, as Servicer (the “Servicer”), FINGERHUT RECEIVABLES I, LLC (the “Company”) and XXXXXXX SACHS BANK USA (“Conn AppliancesGS Bank”), as initial Servicer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (defined below) Administrative Agent (in such capacity, together with its successors “Administrative Agent”) and assigns as Collateral Agent (in such capacity, the “TrusteeCollateral Agent”).

Other Matters Relating to the Servicer. 23 Section 5.01 Liability of the Servicer 28 23 Section 5.02 Limitation on Liability of the Servicer and Others 29 23 Section 5.03 Servicer Not to Resign 29 23 Section 5.04 Waiver of Defaults 29 24 ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE INDENTURE TRUSTEE 24 Section 6.01 Successor Indenture Trustee 30 24 Section 6.02 Tax Returns 30 24 Section 6.03 Final Payment with Respect to Any Series 30 the Notes 25 Section 6.04 Optional Purchase of Receivables Trust Estate 30 25 TABLE OF CONTENTS Page ARTICLE VII MISCELLANEOUS PROVISIONS 25 Section 7.01 Amendment 31 25 Section 7.02 Protection of Right, Title and Interest to Receivables and Related Security 33 26 Section 7.03 Governing Law 33 27 Section 7.04 Notices 34 27 Section 7.05 Severability of Provisions 34 28 Section 7.06 Delegation 34 28 Section 7.07 Waiver of Trial by Jury 34 28 Section 7.08 Further Assurances 34 28 Section 7.09 No Waiver; Cumulative Remedies 34 28 Section 7.10 Counterparts 35 28 Section 7.11 Third-Party Beneficiaries 35 29 Section 7.12 Actions by Noteholders 35 29 Section 7.13 Rule 144A Information 35 29 Section 7.14 Merger and Integration 35 29 Section 7.15 Headings 35 29 Section 7.16 Rights of the Indenture Trustee 35 29 Section 7.17 Sales Tax Proceeds 36 30 Section 7.18 Limitation of Liability 36 30 Section 7.19 Effectiveness of Agreement 30 EXHIBITS Exhibit A Form of Monthly Servicer Report Exhibit B Form of Annual Servicer’s Certificate SCHEDULES Schedule 2.10(i) I Litigation Schedule II Definitions ii SERVICING AGREEMENT dated as of December 20February 24, 2017 (the “Agreement”) by and among CONN’S RECEIVABLES FUNDING 2017-BWAREHOUSE, LLC, a Delaware limited liability company, as issuer (the “Issuer”), CONN’S RECEIVABLES 2017-B WAREHOUSE TRUST, a Delaware statutory trust, as receivables trust (the “Receivables Trust”), CONN APPLIANCES, INC., a Texas corporation (“Conn Appliances”), as initial Servicer, and WILMINGTON TRUSTXXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Indenture Trustee”).

Other Matters Relating to the Servicer. Section 5.01 Liability of the Servicer 28 27 Section 5.02 Limitation on Liability of the Servicer and Others 29 27 Section 5.03 Servicer Not to Resign 29 28 Section 5.04 Waiver of Defaults 29 28 ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE TRUSTEE Section 6.01 Successor Trustee 30 28 Section 6.02 Tax Returns 30 29 Section 6.03 Final Payment with Respect to Any Series 30 29 Section 6.04 Optional Purchase of Receivables Trust Estate 30 29 ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01 Amendment 31 30 Section 7.02 Protection of Right, Title and Interest to Receivables and Related Security 33 31 Section 7.03 Governing Law 33 32 Section 7.04 Notices 34 32 Section 7.05 Severability of Provisions 34 33 Section 7.06 Delegation 34 33 Section 7.07 Waiver of Trial by Jury 34 33 Section 7.08 Further Assurances 34 33 Section 7.09 No Waiver; Cumulative Remedies 34 33 Section 7.10 Counterparts 35 33 Section 7.11 Third-Party Beneficiaries 35 34 Section 7.12 Actions by Noteholders 35 34 Section 7.13 Rule 144A Information 35 34 Section 7.14 Merger and Integration 35 34 Section 7.15 Headings 35 34 Section 7.16 Rights of the Trustee 35 Section 7.17 Sales Tax Proceeds 36 35 Section 7.18 Limitation of Liability 36 EXHIBITS 35 Exhibit A Form of Monthly Servicer Report Exhibit B Form of Annual Servicer’s Certificate SCHEDULES Schedule 2.10(i) Litigation SERVICING AGREEMENT dated as of December 20October 16, 2017 2020 (the “Agreement”) by and among CONN’S RECEIVABLES FUNDING 20172020-BA, LLC, a Delaware limited liability company, as issuer (the “Issuer”), CONN’S RECEIVABLES 20172020-B A TRUST, a Delaware statutory trust, as receivables trust (the “Receivables Trust”), CONN APPLIANCES, INC., a Texas corporation (“Conn Appliances”), as initial Servicer, and WILMINGTON TRUSTXXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).

Other Matters Relating to the Servicer. Section 5.01 8.1 Liability of the Servicer 28 72 Section 5.02 8.2 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer 72 Section 8.3 Limitation on Liability 73 Section 8.4 Servicer Indemnification of the Servicer Trust and Others 29 the Trustee 73 Section 5.03 8.5 The Servicer Not to Resign 29 74 Section 5.04 8.6 Access to Certain Documentation and Information Regarding the Receivables 74 Section 8.7 Delegation of Duties 75 Section 8.8 Examination of Records 75 ARTICLE IX EARLY AMORTIZATION EVENTS Section 9.1 Early Amortization Events 75 Section 9.2 Additional Rights Upon the Occurrence of Certain Events 76 ARTICLE X SERVICER DEFAULTS Section 10.1 Servicer Defaults 77 Section 10.2 Trustee to Act; Appointment of Successor 79 Section 10.3 Notification of Servicer Default and Successor Servicer 81 Section 10.4 Waiver of Past Defaults 29 81 ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO XI THE TRUSTEE Section 6.01 11.1 Duties of Trustee 82 Section 11.2 Certain Matters Affecting the Trustee 83 Section 11.3 Trustee Not Liable for Recitals in Certificates 85 Section 11.4 Trustee May Own Certificates and Purchase Receivables 85 Section 11.5 The Servicer to Pay Trustee’s Fees and Expenses 85 Section 11.6 Eligibility Requirements for Trustee 85 Section 11.7 Resignation or Removal of Trustee 86 Section 11.8 Successor Trustee 30 87 Section 6.02 11.9 Merger or Consolidation of Trustee 87 Section 11.10 Appointment of Co-Trustee or Separate Trustee 87 Section 11.11 Tax Returns 30 Return 89 Section 6.03 11.12 Trustee May Enforce Claims without Possession of Certificates 89 Section 11.13 Suits for Enforcement 89 Section 11.14 Rights of Purchaser Representatives and Investor Certificateholders to Direct Trustee 91 Section 11.15 Representations and Warranties of the Trustee 91 Section 11.16 Maintenance of Office or Agency 92 ARTICLE XII TERMINATION Section 12.1 Termination of Trust 92 Section 12.2 Optional Purchase 93 Section 12.3 Final Payment with Respect to Any Certificate Series 30 94 Section 6.04 Optional Purchase 12.4 Termination of Receivables Trust Estate 30 Rights of Holder of Exchangeable Seller Certificate 95 Section 12.5 Defeasance 95 ARTICLE VII XIII MISCELLANEOUS PROVISIONS Section 7.01 13.1 Amendment 31 96 Section 7.02 13.2 Protection of Right, Title and Interest to Trust 98 Section 13.3 Limitation on Rights of Certificateholders 99 Section 13.4 Limitation on Rights of Receivables Purchasers and Related Security 33 Purchaser Representatives 100 Section 7.03 Governing Law 33 13.5 GOVERNING LAW 101 Section 7.04 13.6 Notices 34 101 Section 7.05 13.7 Severability of Provisions 34 101 Section 7.06 Delegation 34 13.8 Assignment 102 Section 7.07 Waiver of Trial by Jury 34 13.9 Certificates Non-Assessable and Fully Paid 102 Section 7.08 13.10 Further Assurances 34 102 Section 7.09 13.11 Non-petition Covenant 102 Section 13.12 No Waiver; Cumulative Remedies 34 102 Section 7.10 13.13 Counterparts 35 102 Section 7.11 13.14 Third-Party Beneficiaries 35 103 Section 7.12 13.15 Actions by Noteholders 35 Certificateholders 103 Section 7.13 13.16 Rule 144A Information 35 103 Section 7.14 13.17 Merger and Integration 35 103 Section 7.15 13.18 Headings 35 103 Section 7.16 Rights of the Trustee 35 Section 7.17 Sales Tax Proceeds 36 Section 7.18 Limitation of Liability 36 EXHIBITS 13.19 Inconsistent Provisions 103 Exhibit A - Form of Exchangeable Seller Certificate Exhibit B - Form of Assignment of Receivables in Additional Accounts Exhibit C - Form of Monthly Servicer Servicer’s Report Exhibit B D - Form of Opinion of Counsel Regarding Additional Accounts Exhibit E-1 - Form of Reassignment of Receivables in Removed Accounts Exhibit E-2 - Form of Reassignment of Removed Receivables Exhibit F - Form of Annual Servicer’s Certificate SCHEDULES Schedule 2.10(i) Litigation Exhibit G - Procedures of Independent Accountants Exhibit H-1 - Form of Certificate Legend Exhibit H-2 - Form of Representation Letter Exhibit H-3 - Form of Certificate Legend Exhibit I-1 - Form of Foreign Clearing Agency Certificate Exhibit I-2 - Form of U.S. Investor Certificate to Foreign Clearing Agency Exhibit I-3 - Form of Certificate to Foreign Clearing Agency Exhibit J - Form of Conveyance to Holder of Exchangeable Seller Certificate Exhibit K - Form of Annual Opinion of Counsel SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT AGREEMENT, dated as of December 20November 25, 2017 (the “Agreement”) 1997, by and among CONN’S RECEIVABLES FUNDING 2017-B, LLCbetween Charming Shoppes Receivables Corp., a Delaware limited liability companycorporation, as issuer (the “Issuer”)Seller, CONN’S RECEIVABLES 2017-B TRUST, a Delaware statutory trust, as receivables trust (the “Receivables Trust”), CONN APPLIANCES, INC., a Texas corporation (“Conn Appliances”), as initial Servicer, and WILMINGTON TRUST, NATIONAL ASSOCIATIONSpirit of America National Bank, a national banking association, as trustee under the Indenture (defined below) (in such capacityServicer, together with its successors and assigns in such capacityFirst Union National Bank, the “a national banking association, as Trustee”).

Other Matters Relating to the Servicer. Section 5.01 Liability of the Servicer 28 27 Section 5.02 Limitation on Liability of the Servicer and Others 29 27 Section 5.03 Servicer Not to Resign 29 28 Section 5.04 Waiver of Defaults 29 28 ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE TRUSTEE Section 6.01 Successor Trustee 30 28 Section 6.02 Tax Returns 30 29 Section 6.03 Final Payment with Respect to Any Series 30 29 Section 6.04 Optional Purchase of Receivables Trust Estate 30 29 ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01 Amendment 31 30 Section 7.02 Protection of Right, Title and Interest to Receivables and Related Security 33 31 Section 7.03 Governing Law 33 32 Section 7.04 Notices 34 32 Section 7.05 Severability of Provisions 34 33 Section 7.06 Delegation 34 33 Section 7.07 Waiver of Trial by Jury 34 33 Section 7.08 Further Assurances 34 33 Section 7.09 No Waiver; Cumulative Remedies 34 33 Section 7.10 Counterparts 35 33 Section 7.11 Third-Party Beneficiaries 35 34 Section 7.12 Actions by Noteholders 35 34 Section 7.13 Rule 144A Information 35 34 Section 7.14 Merger and Integration 35 34 Section 7.15 Headings 35 34 Section 7.16 Rights of the Trustee 35 34 Section 7.17 Sales Tax Proceeds 36 35 Section 7.18 Limitation of Liability 36 35 EXHIBITS Exhibit A Form of Monthly Servicer Report Exhibit B Form of Annual Servicer’s Certificate SCHEDULES Schedule 2.10(i) Litigation SERVICING AGREEMENT dated as of December 20November 23, 2017 2021 (the “Agreement”) by and among CONN’S RECEIVABLES FUNDING 20172021-BA, LLC, a Delaware limited liability company, as issuer (the “Issuer”), CONN’S RECEIVABLES 20172021-B A TRUST, a Delaware statutory trust, as receivables trust (the “Receivables Trust”), CONN APPLIANCES, INC., a Texas corporation (“Conn Appliances”), as initial Servicer, and WILMINGTON TRUSTWXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).

Other Matters Relating to the Servicer. 23 Section 5.01 Liability of the Servicer 28 23 Section 5.02 Limitation on Liability of the Servicer and Others 29 23 Section 5.03 Servicer Not to Resign 29 23 Section 5.04 Waiver of Defaults 29 24 ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE INDENTURE TRUSTEE 24 Section 6.01 Successor Indenture Trustee 30 24 Section 6.02 Tax Returns 30 24 Section 6.03 Final Payment with Respect to Any Series 30 the Notes 25 Section 6.04 Optional Purchase of Receivables Trust Estate 30 25 ARTICLE VII MISCELLANEOUS PROVISIONS 25 Section 7.01 Amendment 31 25 Section 7.02 Protection of Right, Title and Interest to Receivables and Related Security 33 26 Section 7.03 Governing Law 33 27 Section 7.04 Notices 34 27 Section 7.05 Severability of Provisions 34 28 Section 7.06 Delegation 34 28 Section 7.07 Waiver of Trial by Jury 34 28 Section 7.08 Further Assurances 34 28 Section 7.09 No Waiver; Cumulative Remedies 34 28 Section 7.10 Counterparts 35 28 Section 7.11 Third-Party Beneficiaries 35 29 Section 7.12 Actions by Noteholders 35 29 Section 7.13 Rule 144A Information 35 29 Section 7.14 Merger and Integration 35 29 Section 7.15 Headings 35 29 Section 7.16 Rights of the Indenture Trustee 35 29 Section 7.17 Sales Tax Proceeds 36 30 Section 7.18 Limitation of Liability 36 30 Section 7.19 Effectiveness of Agreement 30 EXHIBITS Exhibit A Form of Monthly Servicer Report Exhibit B Form of Annual Servicer’s Certificate SCHEDULES Schedule 2.10(i) I Litigation Schedule II Definitions SERVICING AGREEMENT dated as of December 20February 24, 2017 (the “Agreement”) by and among CONN’S RECEIVABLES FUNDING 2017-BWAREHOUSE, LLC, a Delaware limited liability company, as issuer (the “Issuer”), CONN’S RECEIVABLES 2017-B WAREHOUSE TRUST, a Delaware statutory trust, as receivables trust (the “Receivables Trust”), CONN APPLIANCES, INC., a Texas corporation (“Conn Appliances”), as initial Servicer, and WILMINGTON TRUSTXXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Indenture Trustee”).