Common use of Reallocation of Closed-End Units from a Reference Pool to the Warehouse Facility Pool Clause in Contracts

Reallocation of Closed-End Units from a Reference Pool to the Warehouse Facility Pool. The Exchange Noteholder of any Closed-End Exchange Note may from time to time direct, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit G and in accordance with Section 6.2(c) (each such notice, a “Warehouse Pool Reallocation Notice”), that one or more Closed-End Units be reallocated from the Reference Pool relating to such Closed-End Exchange Note to the Warehouse Facility Pool, whereupon, effective as of the date specified in such notice, such Closed-End Units shall be so reallocated, subject, however, to the rights of any Person(s) that have provided financing secured, or otherwise backed, by such Closed-End Exchange Note, so long as any such financing shall remain outstanding. Each such Warehouse Pool Reallocation Notice will include the following information: (i) The applicable Reference Pool from which such Closed-End Units have been or are to be reallocated; (ii) the effective date as to which the applicable Closed-End Units have been, or are to be, reallocated to the Warehouse Facility Pool (the “Warehouse Pool Reallocation Date”); and (iii) the date as of which all Closed-End Collections on such assets will be applied as Closed-End Collections with respect to the Warehouse Facility Pool, and shall no longer be applied as Closed-End Collections with respect to the Reference Pool from which such assets have been or are to be reallocated. For purposes of determining the amount and portion of Closed-End Collections that are applicable to any Reference Pool and to the Warehouse Facility Pool, the Closed-End Units that are reallocated pursuant to any Warehouse Pool Reallocation Notice will be deemed to be included in the Warehouse Facility Pool, and will deemed to be no longer included in the Reference Pool from which such Closed-End Units are being reallocated, in each case from and after the Cutoff Date specified in the related Warehouse Pool Reallocation Notice. Notwithstanding any other part of this Section 6.2(e), it is understood that, in light of the administrative burden associated with the delivery of a Warehouse Pool Reallocation Notice in connection with each reallocation from time to time from a Reference Pool to the Warehouse Facility Pool in connection with an Administrative Repurchase, the Initial Beneficiary may, in lieu of the delivery of a Warehouse Pool Reallocation Notice with respect to any Closed-End Unit(s) that is or are the subject of an Administrative Repurchase, cause such reallocation to be effective (1) by causing a notation reflecting such reallocation to be entered on the books and records of World Omni, as Closed-End Collateral Agent Administrator, acting on behalf of the Closed-End Collateral Agent, or (2) by such other means as may be agreed upon from time to time among the Initial Beneficiary, and the Closed-End Collateral Agent Administrator, with the consent (in the case of this clause (2)) of the Deal Agent (which consent shall not be unreasonably withheld, conditioned or delayed).