Reallocations of Assets from Warehouse Facility Pool to Reference Pool Sample Clauses
The "Reallocations of Assets from Warehouse Facility Pool to Reference Pool" clause governs the process by which assets are transferred from a warehouse facility pool to a designated reference pool. In practice, this clause outlines the conditions and procedures for moving specific assets, such as loans or receivables, from a temporary holding pool (the warehouse) into the main pool that backs a securitization or other financial structure. This ensures that only eligible and properly documented assets are included in the reference pool, maintaining the integrity and quality of the asset pool for investors or stakeholders. The core function of this clause is to provide a clear and orderly mechanism for asset transfers, reducing operational risk and ensuring compliance with the transaction's requirements.
Reallocations of Assets from Warehouse Facility Pool to Reference Pool. From time to time following the issuance of any Closed-End Exchange Note (and whether or not in connection with a Subsequent Exchange Note Increase), the Initial Beneficiary may designate, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit F and in accordance with Section 6.2(c) (each such notice, a “Reference Pool Reallocation Notice”), any Closed-End Assets included in the Warehouse Facility Pool for reallocation to any Reference Pool; provided, however, that unless such reallocation occurs in connection with a Subsequent Exchange Note Increase that involves a purchase by the Initial Beneficiary of Advances from one or more Wind-Down Lenders, no Closed-End Assets included in a Wind-Down Pool will be reallocated to any Reference Pool. Each such Reference Pool Reallocation Notice will include the following information:
(i) The applicable Reference Pool to which such Closed-End Assets have been or are to be reallocated;
(ii) the effective date as of which the applicable Closed-End Units have been, or are to be, reallocated to the applicable Reference Pool (the “Exchange Note Reallocation Date”) (provided, however, that, the Exchange Note Reallocation Date shall not be earlier than the Business Day following the date as of which the Reference Pool Reallocation Notice is delivered (if such notice is delivered by noon, New York time, or if delivered after such time, the next Business Day)); 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 Reference Pool to which such assets are to be reallocated. Subject to the conditions set forth in the next sentence, and as of the Exchange Note Reallocation Date set forth in the applicable Reference Pool Reallocation Notice, the Closed-End Assets identified therein will be reallocated to the applicable Reference Pool set forth in the Reference Pool Reallocation Notice. Each such reallocation pursuant to this subsection (b) shall be subject to the following conditions:
(A) as of the Exchange Note Reallocation Date, no Warehouse Facility Termination Event or Unmatured Warehouse Facility Termination Event shall have occurred and be continuing, or would occur as a result of such reallocation;
(B) the Borrower shall have delivered to the Deal Agent (1) an Officer’s Certificate to the effect that the conditions set forth in clause (A), above, and clause (D), below, have, in each case, been satisfied, and ...
Reallocations of Assets from Warehouse Facility Pool to Reference Pool. From time to time following the issuance of any Closed-End Exchange Note (and whether or not in connection with a Subsequent Exchange Note Increase) or Warehouse Designation, the Initial Beneficiary may designate, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit F and in accordance with Section 6.2(c) (each such notice, a “Reference Pool Reallocation Notice” or a “Warehouse Designation Pool Reallocation Notice”, as applicable), any Closed-End Assets included in the Warehouse Facility Pool for reallocation to any Reference Pool; provided, however, that unless such reallocation occurs in connection with a Subsequent Exchange Note Increase that involves a purchase by the Initial Beneficiary of Advances from one or more Wind-Down Lenders, no Closed-End Assets included in a Wind-Down Pool will be reallocated to any Reference Pool. Each such Reference Pool Reallocation Notice or Warehouse Designation Pool Reallocation Notice, as applicable, will include the following information: