Exhibit 10.3


 


	 


PURCHASE AND SALE
AGREEMENT


 


Dated as of April 24,
2019


 


between


 


CONN’S RECEIVABLES
FUNDING 2019-A, LLC


 


as Purchaser,


 


and


 


CONN APPLIANCES RECEIVABLES
FUNDING, LLC


 


as Seller


	 


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE I	DEFINITIONS	1
	 	 	 
	SECTION 1.1	Certain Defined Terms	1
	SECTION 1.2	Accounting and UCC Terms	2
	 	 	 
	ARTICLE II	AMOUNTS AND TERMS OF THE PURCHASES	2
	 	 	 
	SECTION 2.1	Purchase of the Receivables Trust Certificate	2
	SECTION 2.2	Purchase Price	3
	SECTION 2.3	Payment of Purchase Price	3
	 	 	 
	ARTICLE III	CONDITIONS TO PURCHASES	3
	 	 	 
	SECTION 3.1	Conditions Precedent to Purchaser’s Purchase	3
	SECTION 3.2	Conditions Precedent to Seller’s Sale	4
	 	 	 
	ARTICLE IV	REPRESENTATIONS AND WARRANTIES	4
	 	 	 
	SECTION 4.1	Representations and Warranties of the Parties	4
	SECTION 4.2	Additional Representations of the Seller	5
	 	 	 
	ARTICLE V	GENERAL COVENANTS	6
	 	 	 
	SECTION 5.1	Affirmative Covenants of the Seller	6
	SECTION 5.2	Negative Covenants of the Seller	8
	 	 	 
	ARTICLE VI	INDEMNIFICATION	9
	 	 	 
	SECTION 6.1	Indemnities by the Seller	9
	 	 	 
	ARTICLE VII	MISCELLANEOUS	9
	 	 	 
	SECTION 7.1	Amendments, Etc	9
	SECTION 7.2	Notices Etc	10
	SECTION 7.3	No Waiver; Remedies	10
	SECTION 7.4	Binding Effect; Governing Law	10
	SECTION 7.5	Costs, Expenses and Taxes	10
	SECTION 7.6	No Bankruptcy Petition	11
	SECTION 7.7	Acknowledgment of Assignments	11
	SECTION 7.8	Waiver of Setoff	11
	SECTION 7.9	Severability	11
	SECTION 7.10	Counterparts	11
	SECTION 7.11	Jurisdiction; Consent to Service of Process	12
	SECTION 7.12	Third Party Beneficiaries	12
	SECTION 7.13	Confirmation of Intent	12
	SECTION 7.14	Section and Paragraph Headings	12
	SECTION 7.15	Interest	12


 




     


     


    

 


PURCHASE AND SALE AGREEMENT


 


PURCHASE AND SALE AGREEMENT
dated as of April 24 2019, by and between CONN APPLIANCES RECEIVABLES FUNDING, LLC, a Delaware limited liability company, as seller
(the “Seller”), and CONN’S RECEIVABLES FUNDING 2019-A, LLC, a Delaware limited liability company, as purchaser
(the “Purchaser”).


 


WITNESSETH:


 


WHEREAS, the Seller
intends to sell the Receivables Trust Certificate on the Closing Date to the Purchaser on the terms and subject to the conditions
set forth in this Agreement;


 


WHEREAS, to obtain
the necessary funds to purchase the Receivables Trust Certificate, the Purchaser and Wells Fargo Bank, National Association, as
Trustee (the “Trustee”), have entered into the Base Indenture, dated as of the date hereof (the “Indenture”);


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


ARTICLE I


 DEFINITIONS


 


SECTION 1.1 Certain
Defined Terms. Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to such terms
in the Indenture. This Agreement is the Purchase and Sale Agreement referred to in the Indenture. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms
of the terms defined):


 


“Business
Day” shall mean a day on which each of Seller and Purchaser is open at its respective address specified in this Agreement
for the purpose of conducting its business.


 


“Cash Purchase
Price” has the meaning assigned to that term in Section 2.3.


 


“Contingent
Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes
or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or
any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees
the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation
under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount
(or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.


 


“Governmental
Authority” means any government or political subdivision or any agency, authority, bureau, central bank, commission,
department or instrumentality of any such


 




     


     


    

 


government or political
subdivision, or any court, tribunal, grand jury or arbitrator in each case whether foreign or domestic.


 


“Highest Lawful Rate”
means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved,
charged or received under this Agreement, under laws applicable to the Seller and the Purchaser that are presently in effect or,
to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a higher maximum nonusurious
interest rate than applicable laws now allow.


 


“Purchase Date” means
April 24, 2019.


 


“Purchase
Price” has the meaning assigned to that term in Section 2.2.


 


“Solvent”
means with respect to any Person that as of the date of determination both (A)(i) the then fair saleable value of the property
of such Person is (y) greater than the total amount of liabilities (including Contingent Liabilities) of such Person and (z) not
less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become
absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; (ii) such
Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and
(iii) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond
its ability to pay such debts as they become due; and (B) such Person is “solvent” within the meaning given that
term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition,
the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


SECTION 1.2 Accounting
and UCC Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP applied on a
basis consistent with the most recent audited financial statements of the Consolidated Parent before the Closing Date; and all
terms used in Article 9 of the UCC that are used but not specifically defined herein are used herein as defined therein.


 


ARTICLE II


 AMOUNTS AND
TERMS OF THE PURCHASES


 


SECTION 2.1 Purchase
of the Receivables Trust Certificate.


 


(a)          The
Seller hereby sells, assigns, transfers and conveys to the Purchaser on the Closing Date, on the terms and subject to the conditions
specifically set forth herein, all of its right, title and interest, in the Receivables Trust Certificate and all proceeds thereof
whether now owned or hereafter acquired and all rights of the Receivables Trust under the Transaction Documents, including but
not limited to the right to cause the repurchase of Ineligible Receivables pursuant to such document.


 


(b)          The
parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by the
Purchaser and a sale by the Seller of the


 




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Receivables Trust Certificate
and not as a lending transaction. The sale by the Seller hereunder shall be without recourse to, or representation or warranty
of any kind (express or implied) by, the Seller, except as otherwise specifically provided herein.


 


SECTION 2.2 Purchase
Price. The amount payable by the Purchaser (the “Purchase Price”) for the Receivables Trust Certificate
shall be $381,790,000.


 


SECTION 2.3 Payment
of Purchase Price.


 


(a)          The
Purchase Price for the Receivables Trust Certificate shall be paid by a cash payment made by the Purchaser to the Seller in the
amount of $379,199,810.91 (the “Cash Purchase Price”) and the balance of the Purchase Price to the extent not
paid in cash shall be paid by the transfer of the Class R Notes to the Seller.


 


(b)          All
payments hereunder shall be made not later than 2:00 EST (New York time) on the Closing Date in lawful money of the United States
of America in same day funds to the bank account designated in writing by the Seller to the Purchaser.


 


ARTICLE III


 CONDITIONS TO PURCHASES


 


SECTION 3.1 Conditions
Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase the Receivables Trust Certificate hereunder
on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the
Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture
shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless
otherwise indicated) dated the Closing Date and in form and substance satisfactory to the Purchaser and (c) the conditions set
forth in clauses (iii), (iv) and (v) shall have been satisfied:


 


(i)          a
copy of duly adopted resolutions of the Seller’s Sole Member authorizing or ratifying the execution, delivery and performance
of the Transaction Documents to which it is a party, certified by the Seller’s Sole Member;


 


(ii)         a
duly executed certificate of the Seller’s Secretary or Assistant Secretary certifying the names and true signatures of the
officers authorized on behalf of the Seller to sign the Transaction Documents to which it is a party;


 


(iii)        the
Seller shall have filed and recorded with respect to the sale of the Receivables Trust Certificate, at its own expense, UCC-1 financing
statements with respect to the Receivables Trust Certificate in such manner and in such jurisdictions as are necessary or desirable
to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing
statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; and all other action
necessary or desirable, in the opinion of the Purchaser or the Trustee, to establish the Purchaser’s ownership of the Receivables
Trust Certificate shall have been duly taken;


 




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(iv)        the
Purchaser and the Trustee shall have received photocopies of reports of UCC searches in the central filing office of the Seller
and any necessary local offices the Seller with respect to the Receivables Trust Certificate reflecting the absence of Liens thereon,
except the Liens created hereunder, pursuant to the Indenture in favor of the Trustee and except for Liens as to which the Purchaser
has received UCC termination statements or instruments executed by secured parties releasing any conflicting Liens in the Receivables
Trust Certificate and other assets purchased pursuant to Section 2.1(a); and


 


(v)         the
Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the
Trustee may request.


 


SECTION 3.2 Conditions
Precedent to Seller’s Sale. The obligation of the Seller to make its sale hereunder is subject to the conditions precedent
that the Seller shall have received on or before the date of such sale the following, each (unless otherwise indicated) dated the
day of such sale and in form and substance satisfactory to the Seller:


 


(a)          a
copy of duly adopted resolutions of the Purchaser authorizing this Agreement, the documents to be delivered by the Purchaser hereunder
and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Purchaser; and


 


(b)          a
duly executed certificate of the Secretary or Assistant Secretary of the Purchaser certifying the names and true signatures of
the officers authorized on its behalf to sign this Agreement and the other documents to be delivered by it hereunder.


 


ARTICLE IV


 REPRESENTATIONS
AND WARRANTIES


 


SECTION 4.1 Representations
and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself as follows:


 


(a)          Each
of the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state
of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each
of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from
such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify
or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s
business.


 


(b)          The
sale of Receivables Trust Certificate pursuant to this Agreement, the performance of its obligations under this Agreement and the
consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with
or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property
or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which it, the Seller or the Purchaser is a


 




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party by which it, the
Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such
action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation
of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of
its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such
court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect
to the Seller or the Purchaser for the sale of the Receivables Trust Certificate or the consummation of the transactions contemplated
by this Agreement.


 


(c)          This
Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation
of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with
its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization,
receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally
and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).


 


(d)          There
is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before
any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition
(financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability
of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily,
preliminarily or permanently).


 


SECTION 4.2 Additional
Representations of the Seller. The Seller additionally represent and warrant as follows:


 


(a)          Sale
of Receivables Trust Certificate. The Seller is, as of the time of the transfer to the Purchaser of each of the Receivables
Trust Certificate being sold to the Purchaser by it hereunder on the Closing Date, the sole owner of such Receivables Trust Certificate
free from any Lien other than those released at or prior to such transfer. There is no effective financing statement (or similar
statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed
by or against any Originator, the Seller or any Subsidiary of any Originator or the Seller or purporting to be filed on behalf
of any Originator, the Seller or any Subsidiary of any Originator or the Seller covering any interest of any kind in any Contracts
and related Receivables Trust Certificate and any Originator and the Seller will not execute nor will there be on file in any public
office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction)
or statements relating to such Contracts and related Receivables Trust Certificate, except (i) in each case any financing statements
filed in respect of and covering the purchase of the Contracts and related Receivables Trust Certificate by the Purchaser or filed
in connection with the Transaction Documents and (ii) financing statements for which a release of Lien has been obtained or that
has been assigned to the Purchaser or the Trustee. All filings and recordings (including pursuant to the UCC) required to perfect
the title of the Purchaser in each Contract or related Receivable sold hereunder have been accomplished and are in full force and
effect, or will be accomplished and in full force and effect prior to the time required in clause (iii) of Section 3.1,
and the Seller shall at its expense


 




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perform all acts and
execute all documents necessary or reasonably requested by the Purchaser, the Receivables Trust, the Issuer or the Trustee at any
time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the
Receivables Trust in the Receivables Trust Certificate and the priority thereof.


 


(b)          Financial
Statements. The Seller has heretofore made available to the Purchaser and the Trustee copies of Consolidated Parent’s
consolidated balance sheets and statements of income and changes in financial condition as of and for the Fiscal Years ended January
31, 2018 and January 31, 2019, audited by and accompanied by the opinion of Ernst and Young independent public accountants. Except
as disclosed to the Trustee prior to the date of this Agreement, such financial statements present fairly in all material respects
the financial condition and results of operations of Consolidated Parent and its consolidated subsidiaries as of such dates and
for such periods; such balance sheets and the notes thereto disclose all liabilities, direct or contingent, of the Consolidated
Parent and its consolidated subsidiaries as of the dates thereof required to be disclosed by GAAP and such financial statements
were prepared in accordance with GAAP applied on a consistent basis. Since January 31, 2019, there has been no material adverse
change in the condition (financial or otherwise), operations, properties, assets or prospects of the Seller and its Subsidiaries.


 


(c)          No Consent.
No action, consent or approval of, registration or filing with or any other action by any Governmental Authority (other than
the UCC financing statements required to be filed hereby) is or will be required in connection with execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated by this Agreement, except such as have been made or obtained
and are in full force and effect.


 


(d)          Security
Interest of Purchaser. This Agreement and all related documents constitute a valid sale, transfer and assignment to the Purchaser
of all right, title and interest in the Receivables Trust Certificate and the proceeds thereof. Upon the receipt of the Receivables
Trust Certificate, the Purchaser shall have a first priority perfected security interest in all of the property described in Section
2.1(a) (except to the extent such first priority perfected security interest was assigned to the Trustee pursuant to the Indenture).


 


(e)          Solvency.
The Seller is Solvent.


 


ARTICLE V


 GENERAL COVENANTS


 


SECTION 5.1 Affirmative
Covenants of the Seller. So long as the Purchaser shall have any interest in the Receivables Trust Certificate, the Seller
shall, unless the Purchaser otherwise consents in writing:


 


(a)          Financial
Statements, Reports, Etc. Deliver or cause to be delivered to the Purchaser, the Receivables Trust, and the Trustee:


 


(i)          as
soon as available and in any event within 90 days after the end of each Fiscal Year of the Consolidated Parent, a balance sheet
of the Consolidated Parent as of the end of such year and statements of income and retained earnings and of source and application
of funds of the Seller for the period commencing at the end of the previous


 




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Fiscal Year
and ending with the end of such year, in each case setting forth comparative figures for the previous Fiscal Year, certified without
material qualification in a manner satisfactory to the Purchaser and the Trustee by Ernst and Young or other nationally recognized,
independent public accountants, together with a certificate of such accounting firm stating that in the course of the regular audit
of the business of the Seller, which audit was conducted in accordance with generally accepted auditing standards in the United
States;


 


(ii)         as
soon as available and in any event within 45 days after the end of each fiscal quarter, quarterly balance sheets and quarterly
statements of source and application of funds and quarterly statements of income and retained earnings of the Consolidated Parent,
certified by the chief financial or executive officer of the Consolidated Parent (which certification shall state that such balance
sheets and statements fairly present the financial condition and results of operations for such fiscal quarter, subject to year-end
audit adjustments.


 


For so long
as Consolidated Parent is subject to the reporting requirements of Section 13(a) of the Exchange Act, its filing of the annual
and quarterly reports required under the Exchange Act, on a timely basis, shall be deemed compliance with clauses (i) and
(ii) of this paragraph (a).


 


(b)          Preservation
of Existence. Preserve and maintain in all material respects its corporate existence, corporate rights (charter and statutory)
and franchises.


 


(c)          Obligations
and Taxes. Pay and discharge promptly when due all material obligations, all sales tax and all material taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property before the same
shall become in default, as well as all material lawful claims for labor, materials and supplies or otherwise which, if unpaid,
might become a Lien or charge upon such properties or any part thereof; provided, however, that it and each Subsidiary
shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim
so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and for which the Seller
shall have set aside on its books adequate reserves with respect thereto.


 


(d)          Obligation
to Record and Report. The Seller will treat the purchase of the Receivables Trust Certificate as a sale or secured financing
for tax and financial accounting purposes (as required by GAAP) and as a sale for all other purposes (including, without limitation,
legal and bankruptcy purposes), on all relevant books, records, tax returns, financial statements and other applicable documents.


 


(e)          Continuing
Compliance with the Uniform Commercial Code. At the Seller’s expense perform all acts and execute all documents necessary
or reasonably requested by the Purchaser or the Receivables Trust Trustee at any time to evidence, perfect, maintain and enforce
the title or the security interest of the Purchaser or the Receivables Trust Trustee in the Receivables Trust and the priority
thereof. The Seller will execute and deliver financing statements relating to or covering the Receivables Trust Certificate sold
to the Purchaser (reasonably satisfactory in form and substance to the Purchaser).


 




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(f)          Financing
Statement Changes. Within 30 days after the Seller makes any change in its, name, identity or corporate structure that would
make any financing statement or continuation statement filed in accordance with this Agreement seriously misleading within the
meaning of Section 9-506 of the UCC, the Seller shall give the Purchaser notice of any such change and shall file such financing
or continuation statements or amendments to previously filed financing statements as may be necessary to continue the perfection
of the interest of the Purchaser in the Receivables Trust Certificate and the proceeds of the foregoing.


 


SECTION 5.2 Negative
Covenants of the Seller. So long as the Purchaser shall have any interest in the Receivables Trust Certificate, the Seller
shall not, unless the Purchaser otherwise consents in writing:


 


(a)          Liens.
Sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect
to the Receivables Trust Certificates with respect thereto, or assign any right to receive proceeds in respect thereof except
as created or imposed by this Agreement or the Indenture.


 


(b)          Change
in Business. Make any material change in the nature of its business as carried on at the date hereof or engage in or conduct
any business or activity that is materially inconsistent with such business.


 


(c)          No Amendments.
(i) Amend, supplement or otherwise modify this Agreement or (ii) otherwise take or fail to take any action under this Agreement
that could adversely affect the Purchaser’s interests hereunder or the Trustee’s interests under the Indenture.


 


(d)          Mergers;
Sales of Assets. Sell all or substantially all of its property and assets to, or consolidate with or merge into, any other
corporation, if the effect of such sale or merger would cause a “Default” or an “Event of Default” under
this Agreement or the Indenture. 


 


(e)          Accounting
Changes. Make any material change (i) in accounting treatment and reporting practices except as permitted or required by GAAP,
(ii) in tax reporting treatment except as permitted or required by law, and (iii) in the calculation or presentation of financial
and other information contained in any reports delivered hereunder.


 


(f)          Maintenance
of Separate Existence. (i) Fail to do all things necessary to maintain its existence separate and apart from the Purchaser
including, without limitation, maintaining appropriate books and records (including current minute books); (ii) except as required
by applicable law, suffer any limitation on the authority of its own directors and officers or partners to conduct its business
and affairs in accordance with their independent business judgment, or authorize or suffer any Person other than its own officers
and directors or partners to act on its behalf with respect to matters (other than matters customarily delegated to others under
powers of attorney) for which a corporation’s or limited partnership’s own officers and directors or partners would
customarily be responsible; (iii) fail to (A) maintain or cause to be maintained by an agent of the Seller under the Seller’s
control physical possession of all its books and records, (B) maintain capitalization adequate for the conduct of its business,
(C) account for and manage all of its liabilities separately from those of any other Person, including, without limitation, payment
by it of all payroll and other administrative expenses and taxes from its own assets,


 




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(D) segregate and
identify separately all of its assets from those of any other Person, (E) maintain employees, or pay its employees, officers and
agents for services performed for the Seller or (F) allocate shared overhead fairly and reasonably; or (iv) commingle its
funds with those of the Purchaser or use the Purchaser’s funds for other than the uses permitted under the Transaction Documents.


 


ARTICLE VI


 INDEMNIFICATION


 


SECTION 6.1 Indemnities
by the Seller. Without limiting any other rights that the Purchaser may have hereunder or under applicable law, the Seller
hereby agrees to indemnify the Purchaser (and its assignees) and its officers, directors, agents and employees (each an “PSA Indemnified
Party”) from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’
fees and disbursements) (all the foregoing being collectively referred to as “PSA Indemnified Amounts”) awarded
against or incurred by any of them arising out of or resulting from the Seller’s failure to perform its obligations under
this Agreement excluding, however, PSA Indemnified Amounts to the extent resulting from gross negligence (it being the intention
of the parties that the PSA Indemnified Party shall be indemnified for its own ordinary negligence) or willful misconduct on the
part of such PSA Indemnified Party. Such indemnity shall survive the execution, delivery, performance and termination of this Agreement.


 


ARTICLE VII





MISCELLANEOUS


 


SECTION 7.1 Amendments,
Etc.


 


(a)          This
Agreement may be amended from time to time by the parties hereto, without the consent of any Noteholder but with prior written
consent of the Certificateholder, for the purpose of (i) curing any ambiguity, correcting or supplementing any provision which
may be inconsistent with any other provision herein, the Offering Memorandum and/or any other Transaction Document, (ii) complying
with applicable law or regulation or (iii) adding any provisions to, or changing in any manner or eliminating any of the provisions
of, this Agreement, so long as, in each case, such amendment shall not materially adversely affect the interests of any Noteholder.
An amendment will be deemed not to materially adversely affect the interests of any Noteholder if accompanied by: (i) an Opinion
of Counsel, (ii) Conn’s Officer’s Certificate certifying that such amendment will not materially adversely affect the
interests of any Noteholder or (iii) satisfaction of the Rating Agency Condition.


 


(b)          No amendment,
modification or waiver of any provision of this Agreement, or consent to any departure by the Seller therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Purchaser and the Trustee and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given. Notwithstanding anything herein to the
contrary, no amendment shall be made to this Agreement that would result in or cause (i) the Receivables Trust or the Issuer to
be subject to any net entity-level tax, or (ii) the Receivables Trust to be classified, for United States federal income tax purposes,
as an association (or a publicly traded partnership) taxable as a corporation or as other


 




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than a fixed investment
trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under Subpart E, Part I of subchapter
J, Chapter 1 of Subtitle A of the Code. No amendment of this Agreement which affects the rights, duties, liabilities, indemnities
or immunities of the Receivables Trust Trustee, shall be effective without, in each specific instance, the prior written approval
of the Receivables Trust Trustee.


 


(c)          It
shall not be necessary to obtain the consent of the Noteholders pursuant to this Section 7.1 to approve the particular form
of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.


 


(d)          Prior
to the execution of any amendment pursuant to this Section 7.1, the Issuer shall provide written notification of the substance
of such amendment to each Rating Agency and promptly after the execution of any such amendment, the Issuer shall furnish a copy
of such amendment to each Rating Agency.


 


SECTION 7.2 Notices
Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, facsimile
or cable communication) and mailed, telegraphed, telexed, transmitted, cabled or delivered, if to the Seller, at its address at
2445 Technology Forest Blvd., Suite 800, The Woodlands, TX, 77381; if to the Purchaser, at its address at 2445 Technology Forest
Blvd., Suite 800, The Woodlands, TX, 77381; or, as to each party, at such other address as shall be designated by such party in
a written notice to the other parties. All such notices and communications shall when mailed or telecopied be effective when deposited
in the mails, or transmitted by telecopier, respectively. The parties hereto acknowledge and agree that the Purchaser and each
assignee of its rights hereunder shall be an assignee of any rights of the Seller with respect to refunds of sales taxes.


 


SECTION 7.3 No Waiver;
Remedies. No failure on the part of the Purchaser to exercise, and no delay in exercising, any right under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law.


 


SECTION 7.4 Binding
Effect; Governing Law. This Agreement shall be binding upon and inure to the benefit of the Seller and the Purchaser and their
respective successors and assigns, except that the Seller shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Purchaser. This Agreement shall create and constitute the continuing obligations
of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time that the Purchaser
shall not have any interest in the Receivables Trust Certificate and all obligations of the Seller hereunder shall have been paid
in full; provided, however, that the indemnification provisions of Article VI shall be continuing and shall
survive any termination of this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Texas without regard to the conflict of laws principles thereof.


 


SECTION 7.5 Costs,
Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VI, the Seller
agrees to pay on demand all costs and expenses of the Purchaser, the Issuer and the Trustee in connection with the preparation,


 




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execution and delivery
of the Transaction Documents and the other agreements and documents to be delivered hereunder and thereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and
with respect to advising the Purchaser and the Trustee as to their rights and remedies under this Agreement, and all costs and
expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller
agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser
harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such
taxes and fees.


 


SECTION 7.6 No Bankruptcy
Petition. Each of the Seller and the Purchaser covenant and agree that prior to the date which is one year and one day after
the payment in full of all the Issuer Obligations neither party will institute against, nor join any other Person in instituting
against, the Purchaser or the Seller, as applicable, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any federal or state bankruptcy or similar law. This Section 7.6 shall survive the termination
of this Agreement.


 


SECTION 7.7 Acknowledgment
of Assignments. The Seller hereby acknowledges and consents to the assignment by the Purchaser of the Receivables Trust Certificate
and the rights of the Purchaser under this Agreement to the Trustee pursuant to the Indenture. The Seller further acknowledges
that, in accordance with the terms of the Transaction Documents and the Trustee may, under certain circumstances exercise some
or all of the rights of the Purchaser hereunder.


 


SECTION 7.8 Waiver
of Setoff. All payments hereunder by the Seller to the Purchaser or by the Purchaser to the Seller shall be made without setoff,
counterclaim or other defense and each of the Purchaser and the Seller hereby waives any and all of its rights to assert any right
of setoff, counterclaim or other defense to the making of a payment due hereunder to the Seller or the Purchaser, as the case may
be; provided, however; that, notwithstanding the foregoing, the Purchaser hereby reserves any and all of its rights
to assert any such right of setoff, counterclaim or other defense against the Seller with respect to the Purchase Price of the
Receivables Trust Certificate purchased from the Seller hereunder in the ordinary course of the Purchaser’s business.


 


SECTION 7.9 Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


SECTION 7.10 Counterparts.
This Agreement and any amendment or supplement hereto or any waiver granted in connection herewith may be executed in any number
of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same Agreement.


 




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SECTION 7.11 Jurisdiction;
Consent to Service of Process.


 


(a)          The
Seller and the Purchaser hereby submit to the nonexclusive jurisdiction of any United States District Court for the Southern District
of New York and of any New York state court sitting in New York, New York for purposes of all legal proceedings arising out of,
or relating to, the Transaction Documents or the transactions contemplated thereby. The Seller and the Purchaser hereby irrevocably
waive, to the fullest extent possible, any objection it may now or hereafter have to the venue of any such proceeding and any claim
that any such proceeding has been brought in an inconvenient forum. Nothing in this Section 7.11 shall affect the right
of the Trustee or any Noteholder to bring any action or proceeding against the Seller and the Purchaser or its property in the
courts of other jurisdictions.


 


(b)          TO
THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.


 


SECTION 7.12 Third
Party Beneficiaries. Each of the Secured Parties shall be third-party beneficiaries of this Agreement.


 


SECTION 7.13 Confirmation
of Intent. It is the express intent of the parties hereto that the sale to the Purchaser pursuant to Section 2.1
hereof of all of the Seller’s right, title and interest, in, to and under the Receivables Trust Certificate. However, if
it is determined contrary to the express intent of the parties that the transfer is not a sale and that all or any portion of the
assets described in Section 2.1(a) continue to be property of the Seller, then the Seller hereby grants to the Purchaser
a security interest in all of the Seller’s right, title and interest in, to and under all such assets and this Agreement
shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with the
Transaction Documents, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security
interest in the assets described in Section 2.1(a), such interest would be deemed to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout the terms of this Agreement and the Indenture.


 


SECTION 7.14 Section
and Paragraph Headings. Section and paragraph headings used in this Agreement are provided solely for convenience of reference
and shall not affect the meaning or interpretation of any provision of this Agreement.


 


SECTION 7.15 Interest.
Without limitation to the express intent of the parties set forth in the first sentence of Section 7.13, if the sales contemplated
under this Agreement are ever determined to constitute financing arrangements, the parties hereto intend that Purchaser shall conform
strictly to usury laws applicable to it, if any. Accordingly, if the transactions contemplated hereby would be usurious under applicable
law, if any, then, in that event, notwithstanding anything to the contrary in this Agreement or any other agreement entered into
in connection with this Agreement, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest
under applicable law that is contracted for, taken, reserved, charged or received by Purchaser under this Agreement or under any
other agreement entered into in connection with this Agreement shall under no circumstances exceed the Highest Lawful Rate


 




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and any excess shall
be canceled automatically and, if theretofore paid, shall at the option of Purchaser be applied on the principal amount due Purchaser
or refunded by Purchaser to the Seller and (ii) in the event that the maturity of any amount due is accelerated or in the
event of any prepayment or repurchase, then such consideration that constitutes interest under law applicable to Purchaser, may
never include more than the Highest Lawful Rate and excess interest, if any, to Purchaser, provided for in this Agreement or otherwise
shall be canceled automatically as of the date of such acceleration, prepayment or repurchase and, of theretofore paid, shall,
at the option of Purchaser be credited by Purchaser on the principal amount due to Purchaser or refunded by Purchaser to the Seller.
All sums paid or agreed to be paid to Purchaser for the use, forbearance or detention of sums due hereunder shall, to the extent
permitted under applicable law, be amortized, prorated, allocated and spread throughout the full term of the payments until payment
in full so that the rate or amount of interest or account of such payments does not exceed the applicable usury ceiling.


 


[signature page follows]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


 


	 	CONN APPLIANCES RECEIVABLES

FUNDING, LLC,
	 	as Seller


 


	 	By:	/s/ Lee A. Wright
	 	Name:	Lee A. Wright
	 	Title:	President


 


	 	CONN’S RECEIVABLES FUNDING
	 	2019-A, LLC,
	 	as Purchaser


 


	 	By:	/s/ Lee A. Wright
	 	Name:	Lee A. Wright
	 	Title:	President


 




    	 	S-1	Purchase and Sale Agreement