Common use of Reacquisition and Acquisition Clause in Contracts

Reacquisition and Acquisition. Under Section 2.1(a), the Depositor has transferred and absolutely assigned to the Trust the Depositor’s rights under the Originator Receivables Transfer Agreement and each Additional Transferor Receivables Transfer Agreement, including the right to require (i) an Originator to reacquire any Receivables transferred and absolutely assigned by it under the Originator Receivables Transfer Agreement or (ii) the Servicer to acquire any Receivables transferred and absolutely assigned by an Additional Transferor under the related Additional Transferor Receivables Transfer Agreement, if any, in each case, if there is a breach of such Originator’s or the Servicer’s Group Eligibility Representation, as applicable, such breach is not cured in all material respects and such breach results in a material adverse effect on the Credit Extensions related to the Group to which such Receivables have been designated. If any Originator or the Servicer breaches the Group Eligibility Representation made by it with respect to any Group Receivable transferred by such Originator or any Additional Transferor, respectively, to the Depositor and such breach is not cured and such breach has a material adverse effect on the Credit Extensions related to the Group to which such Receivables have been designated, then the Depositor will enforce such Originator’s or the Servicer’s obligation, as applicable, to reacquire or acquire, respectively, any such Receivable transferred and absolutely assigned by such Originator or the related Additional Transferor, as applicable, to the Depositor for which the Group Eligibility Representation was breached pursuant to Section 3.4 of the Originator Receivables Transfer Agreement or Section 3.4 of the related Additional Transferor Receivables Transfer Agreement, as applicable.