Common use of Optional Purchase of Receivables Trust Estate Clause in Contracts

Optional Purchase of Receivables Trust Estate. (a) The Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if as of the last day of the related Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 2017-B and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 2017-B Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 2017-B Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 2017-B Notes plus an amount sufficient to pay (A) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates and (B) the Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions.

Optional Purchase of Receivables Trust Estate. (a) The initial Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if Business Day if, as of the last day of the related previous Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172018-B A Notes and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172018-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the initial Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the initial Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The initial Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the initial Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Redemption Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172018-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172018-B A Notes plus an amount sufficient to pay (A) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates and (B) the Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions.

Optional Purchase of Receivables Trust Estate. (a) The Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if as of the last day of the related Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172015-B A and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172015-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172015-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172015-B A Notes plus an amount sufficient to pay (A) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates and (B) the Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions.

Optional Purchase of Receivables Trust Estate. (a) The initial Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if Business Day if, as of the last day of the related previous Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172021-B A Notes and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172021-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the initial Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the initial Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The initial Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the initial Servicer exercises the Optional Purchase, all Notes shall be due and payable under the Indenture and the Notes shall be redeemed and in each case in whole but not in part on the related Payment Redemption Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172021-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172021-B A Notes plus an amount sufficient to pay (Ai) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates (provided, that, any amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee for so long as Conn Appliances is the Servicer) and (Bii) the Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions. Any amount on deposit in the Reserve Account on such Payment Date (after giving effect to the applicable priority of payments on such Payment Date) will be distributed to the Depositor.

Optional Purchase of Receivables Trust Estate. (a) The initial Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if Business Day if, as of the last day of the related previous Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172023-B A Notes and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172023-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the initial Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the initial Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The initial Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the initial Servicer exercises the Optional Purchase, all Notes shall be due and payable under the Indenture and the Notes shall be redeemed and in each case in whole but not in part on the related Payment Redemption Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172023-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172023-B A Notes plus an amount sufficient to pay (Ai) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates (provided, that, any amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee for so long as Conn Appliances is the Servicer) and (Bii) the Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions. Any amount on deposit in the Reserve Account on such Payment Date (after giving effect to the applicable priority of payments on such Payment Date) will be distributed to the Depositor.

Optional Purchase of Receivables Trust Estate. (a) The initial Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if Business Day if, as of the last day of the related previous Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172019-B Notes and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172019-B Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the initial Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the initial Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The initial Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the initial Servicer exercises the Optional Purchase, all Notes shall be due and payable under the Indenture and the Notes shall be redeemed and in each case in whole but not in part on the related Payment Redemption Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172019-B Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172019-B Notes plus an amount sufficient to pay (Ai) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates (provided, that, any amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee for so long as Conn Appliances is the Servicer) and (Bii) the Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions. Any amount on deposit in the Reserve Account on such Payment Date (after giving effect to the applicable priority of payments on such Payment Date) will be distributed to the Depositor.

Optional Purchase of Receivables Trust Estate. (a) The Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if as of the last day of the related Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172016-B A and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172016-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172016-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172016-B A Notes plus an amount sufficient to pay (A) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates and (B) the Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions.

Optional Purchase of Receivables Trust Estate. (a) The Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if as of the last day of the related Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 2017-B A and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 2017-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 2017-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 2017-B A Notes plus an amount sufficient to pay (A) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates and (B) the Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions.

Optional Purchase of Receivables Trust Estate. (a) The initial Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if Business Day if, as of the last day of the related previous Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172020-B A Notes and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172020-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the initial Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the initial Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The initial Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the initial Servicer exercises the Optional Purchase, all Notes shall be due and payable under the Indenture and the Notes shall be redeemed and in each case in whole but not in part on the related Payment Redemption Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172020-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172020-B A Notes plus an amount sufficient to pay (Ai) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates (provided, that, any amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee for so long as Conn Appliances is the Servicer) and (Bii) the Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions. Any amount on deposit in the Reserve Account on such Payment Date (after giving effect to the applicable priority of payments on such Payment Date) will be distributed to the Depositor.

Optional Purchase of Receivables Trust Estate. (a) The Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if as of the last day of the related Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172016-B and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172016-B Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172016-B Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172016-B Notes plus an amount sufficient to pay (A) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates and (B) the Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Back-Up Servicer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions.

Optional Purchase of Receivables Trust Estate. (a) The initial Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if Business Day if, as of the last day of the related previous Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172024-B A Notes and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172024-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the initial Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the initial Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The initial Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the initial Servicer exercises the Optional Purchase, all Notes shall be due and payable under the Indenture and the Notes shall be redeemed and in each case in whole but not in part on the related Payment Redemption Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172024-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172024-B A Notes plus an amount sufficient to pay (Ai) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates (provided, that, any amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee for so long as Conn Appliances is the Servicer) and (Bii) the Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions. Any amount on deposit in the Reserve Account on such Payment Date (after giving effect to the applicable priority of payments on such Payment Date) will be distributed to the Depositor.

Optional Purchase of Receivables Trust Estate. (a) The initial Servicer will have the option to purchase (the “Optional Purchase”) the Receivables Trust Estate (other than the Reserve Account) for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date if Business Day if, as of the last day of the related previous Monthly Period, the Outstanding Receivables Balance has declined to 10% or less of the Outstanding Receivables Balance as of the Cut-Off Date. The Optional Purchase Price will not be less than an amount sufficient to pay accrued and unpaid interest then due on the Series 20172019-B A Notes and the aggregate unpaid Note Principal, if any, of all of the outstanding Series 20172019-B A Notes. The fair market value of the Receivables Trust Estate will be calculated based upon a reasonable valuation or appraisal of the Receivables Trust Estate delivered at least five (5) Business Days prior to any exercise of the Optional Purchase by the initial Servicer prepared by a nationally recognized third-party appraisal services firm or independent accounting firm in form and substance satisfactory to the Trustee, which appraisal or other valuation report states (with supporting data and calculations) the fair market value of the Receivables Trust Estate. To exercise such option, the initial Servicer shall deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The initial Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Trustee not later than twenty (20) days prior to the Optional Purchase date. If the initial Servicer exercises the Optional Purchase, all Notes shall be due and payable under the Indenture and the Notes shall be redeemed and in each case in whole but not in part on the related Payment Redemption Date for the Redemption Price. (b) Upon exercise of the Optional Purchase, the Class R Notes will receive a final distribution equal to the sum of (i) any excess of the fair market value of the Receivables on the date on which the Optional Purchase will occur over the accrued and unpaid interest then due on the Series 20172019-B A Notes and the aggregate unpaid principal, if any, of all of the outstanding Series 20172019-B A Notes plus an amount sufficient to pay (Ai) the Servicing Fee (including to any successor servicer) for such Payment Date and all unpaid Servicing Fees with respect to prior Payment Dates (provided, that, any amounts withdrawn from the Reserve Account may not be used to pay the Servicing Fee for so long as Conn Appliances is the Servicer) and (Bii) the Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses for such Payment Date and all unpaid Trustee, Receivables Trust Trustee and Trustee, Back-Up Servicer and Issuer Fees and Expenses with respect to prior Payment Dates, after giving effect to the Available Funds (other than any amounts on deposit in the Reserve Account) for such Payment Date and (ii) any amount on deposit in the Reserve Account on such Payment Date (before giving effect to the applicable priority of payments on such Payment Date). After such Payment Date, the Class R Noteholders will not be entitled to any additional distributions. Any amount on deposit in the Reserve Account on such Payment Date (after giving effect to the applicable priority of payments on such Payment Date) will be distributed to the Depositor.