Common use of Application of Monies Collected During Event of Default Clause in Contracts

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing the Series 2008-A Notes are not being applied pursuant to Section 11.6, any monies collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following order: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Documents to which the Trustee is a party; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee and, whether or not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then the Servicer, to the Servicer in reimbursement of any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due and unpaid on such Series 2008-A Notes for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee; FIFTH, to the Noteholders in payment of unpaid principal on the Series 2008-A Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreement; and SEVENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A the Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; 84 SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, the Monthly Servicer Fee and any unreimbursed Servicer Advances made in payment respect of amounts due any prior Payment Dates plus any accrued and unpaid of Monthly Servicer Fees; THIRD, to the Servicer Fee andextent not previously paid pursuant to the Custodial Agreement, whether or to the Custodian, the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates; FOURTH, to the extent not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then paid by the Servicer, to the Servicer in reimbursement of Collateral Agent, the Monthly Collateral Agent Fee plus any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due accrued and unpaid on such Series 2008-A Notes Monthly Collateral Agent Fees for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Feeprior Payment Dates; FIFTH, (A) to the Noteholders in payment holders of unpaid principal the Notes, Accrued Interest owing on the Series 2008-A Notes; provided, howeverand then, that, upon (B) to the direction of 100% holders of the Noteholders and Notes the Principal Amount of the Notes, until such amounts are reduced to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholderszero; SIXTH, to the hedge provider or hedge providers Trustee, any other amounts due to the Trustee under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreementthis Indenture; and SEVENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due the Monthly Servicer Fee plus any unreimbursed Servicer Advances plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; FOURTH, to the extent not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then paid by the Servicer, to the Servicer in reimbursement of Custodian the Monthly Custodian Fee, plus any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due accrued and unpaid on such Series 2008-A Notes Monthly Custodian Fees for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Feeprior Payment Dates; FIFTH, to the Noteholders in payment extent not paid by the Servicer, to the Collateral Agent, the Monthly Collateral Agent Fee plus any accrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; SIXTH, as long as no Insurer Default has occurred and is continuing, to the Insurer, any accrued and unpaid Insurer Premium; SEVENTH, to the holders of unpaid principal the Class A-1 Notes, Accrued Interest on the Series 2008-A Class A-1 Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by holders of the NoteholdersClass A-2 Notes, any amounts otherwise due Accrued Interest on the Class A-2 Notes (to the Noteholders under this provision FIFTHextent that there are insufficient funds, shall not be applied pro rata in proportion to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreement; and SEVENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.their respective Class Percentages);

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing the Series 2008-A Notes are not being applied pursuant to Section 11.6, any monies collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following order: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Documents to which the Trustee is a party; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee and, whether or not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then the Servicer, to the Servicer in reimbursement of any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due and unpaid on such Series 2008-A Notes for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee; FIFTH, to the Noteholders in payment of unpaid principal on the Series 2008-A Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreement; and SEVENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.. 103

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due the Monthly Servicer Fee plus any unreimbursed Servicer Advances plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; FOURTH, to the extent not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then paid by the Servicer, to the Servicer in reimbursement of Custodian the Monthly Custodian Fee, plus any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due accrued and unpaid on such Series 2008-A Notes Monthly Custodian Fees for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Feeprior Payment Dates; FIFTH, to the Noteholders in payment extent not paid by the Servicer, to the Collateral Agent, the Monthly Collateral Agent Fee plus any accrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; SIXTH, as long as no Insurer Default has occurred and is continuing, to the Insurer, any accrued and unpaid Insurance Premium; SEVENTH, to the holders of unpaid principal the Class A-1 Notes, Accrued Interest on the Series 2008-A Class A-1 Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the holders of the Class A-2 Notes, Accrued Interest on the Class A-2 Notes (to the extent permitted by law as determined solely by that there are insufficient funds, pro rata in proportion to their respective Class Percentages); EIGHTH, to the NoteholdersInsurer, any Reimbursement Amounts then due and owing to the Insurer; NINTH, (i) to the holders of the Class A-1 Notes the lesser of (a) the amount allocated to the Class A-1 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts and (b) the Principal Amount of the Class A-1 Notes; and (ii) to the holders of the Class A-2 Notes and the Swap Counterparty, the amount allocated to the Class A-2 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts, pro rata in proportion to the Principal Amount of the Class A-2 Notes and the unpaid Senior Priority Swap Termination Amount, respectively, until such amounts are reduced to zero; TENTH, (i) first, to the Insurer, any other amounts due to the Insurer pursuant to the Insurance Agreement and (ii) second, to the Trustee, any other amounts due to the Trustee under this Indenture; ELEVENTH, to the Swap Counterparty, any amounts otherwise due owing to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by Swap Counterparty in respect of a termination of the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge AgreementInterest Rate Swap; and SEVENTHTWELFTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, the Monthly Servicer Fee and any unreimbursed Servicer Advances made in payment respect of amounts due any prior Payment Dates plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; FOURTH, to the extent not Wyndham Consumer Financepreviously paid pursuant to the Custodial Agreement, Inc. or another affiliate of to the Parent Corporation is then Custodian, the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates; FIFTH, to the extent not paid by the Servicer, to the Servicer in reimbursement of Collateral Agent, the Monthly Collateral Agent Fee, plus any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due accrued and unpaid on such Series 2008-A Notes Monthly Collateral Agent Fees for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee; FIFTH, to the Noteholders in payment of unpaid principal on the Series 2008-A Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholdersprior Payment Dates; SIXTH, to the hedge provider or hedge providers Swap Counterparty, the Senior Priority Swap Termination Amount until such amount is reduced to zero; SEVENTH, (A) to the holders of the Class A Notes, Accrued Senior Interest owing on the Class A Notes, and then, (B) to the holders of the Class A Notes, the Principal Amount of the Class A Notes until such amount is reduced to zero; EIGHTH, (A) to the holders of the Class B Notes, Accrued Senior Interest owing on the Class B Notes, and then, (B) to the holders of the Class B Notes, the Principal Amount of the Class B Notes until such amount is reduced to zero; NINTH, (A) to the holders of the Class C Notes, Accrued Senior Interest owing on the Class C Notes, and then, (B) to the holders of the Class C Notes, the Principal Amount of the Class C Notes until such amount is reduced to zero; TENTH, to the holders of the Class A Notes, accrued and unpaid Additional Margin and any Interest Carry-Forward Amounts owing on the Class A Notes; ELEVENTH, to the holders of the Class B Notes, accrued and unpaid Additional Margin and any Interest Carry-Forward Amounts owing on the Class B Notes; TWELFTH, to the holders of the Class C Notes, accrued and unpaid Additional Margin and any Interest Carry-Forward Amounts owing on the Class C Notes; THIRTEENTH, to the Trustee, any other amounts due to the Trustee under this Indenture; FOURTEENTH, to the Hedge Agreement or Hedge Agreements Swap Counterparty, any amounts owing to the Swap Counterparty in respect of a termination payments due under of the Interest Rate Swap, including any Hedge AgreementSubordinated Swap Termination Amount; and SEVENTHFIFTEENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing the Series 2008-A Notes are not being applied pursuant to Section 11.6, any monies collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following order: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Documents to which the Trustee is a party; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee and, whether or not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then the Servicer, to the Servicer in reimbursement of any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due and unpaid on such Series 2008-A Notes for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee; FIFTH, to the Noteholders in payment of unpaid principal on the Series 2008-A Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreement; SEVENTH, to the Letter of Credit Bank (i) any fees and SEVENTHexpenses related to the Letter of Credit and (ii) any amounts which have been drawn under the Letter of Credit and any interest due thereon; provided, however, if the Servicer notifies the Trustee that any of such amounts have been paid to the Letter of Credit Bank by a third party, then the Trustee shall reimburse such payments to the third party as directed by the Servicer; and EIGHTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due the Monthly Servicer Fee plus any unreimbursed Servicer Advances plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; FOURTH, to the extent not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then paid by the Servicer, to the Servicer in reimbursement of Custodian the Monthly Custodian Fee, plus any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due accrued and unpaid on such Series 2008-A Notes Monthly Custodian Fees for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Feeprior Payment Dates; FIFTH, to the Noteholders in payment of extent not paid by the Servicer, to the Collateral Agent, the Monthly Collateral Agent Fee plus any accrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; SIXTH, Accrued Interest, Overdue Interest from prior periods (and interest thereon) on the Class A Notes and any Interest Carry-Forward Amounts owing to such Class plus interest at the applicable Note Interest Rate on such unreimbursed Interest Carry-Forward Amounts and principal on the Series 2008-Class A Notes; provided, however, that, upon Notes until the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement Class A Notes are paid in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreement; and SEVENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.full;

Application of Monies Collected During Event of Default. If the Series 20082017-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing the Series 20082017-A Notes are not being applied pursuant to Section 11.6, any monies collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 20082017-A Notes shall be applied in accordance with the following order: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses and indemnities of the Trustee under each of the Facility Documents to which the Trustee is a party; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee and, whether or not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then the Servicer, to the Servicer in reimbursement of any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due and unpaid on such Series 20082017-A Notes for interest and all other amounts (other than principal of the Series 20082017-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee; FIFTH, to the Noteholders in payment of unpaid principal on the Series 20082017-A Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreement; and SEVENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, the Monthly Servicer Fee and any unreimbursed Servicer Advances made in payment respect of amounts due any prior Payment Dates plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; FOURTH, to the extent not Wyndham Consumer Financepreviously paid pursuant to the Custodial Agreement, Inc. or another affiliate of to the Parent Corporation is then Custodian, the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates; FIFTH, to the extent not paid by the Servicer, to the Servicer in reimbursement of Collateral Agent, the Monthly Collateral Agent Fee plus any unreimbursed Servicer Advancesaccrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; THIRDSIXTH, to Noteholders for interest according (A) to the amounts due and unpaid on such Series 2008-A Notes for interest and all other amounts (other than principal holders of the Series 2008Class A-1 Notes, Accrued Interest and any Interest Carry-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Fee; FIFTH, to the Noteholders in payment of unpaid principal Forward Amounts owing on the Series 2008-A Class A-1 Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by holders of the NoteholdersClass A-2 Notes, Accrued Interest and any amounts otherwise due Interest Carry-Forward Amounts owing on the Class A-2 Notes (to the Noteholders under this provision FIFTHextent that there are insufficient funds to pay both such amounts in full, shall not be applied to reduce principal, but such amounts shall be applied by paid pro rata between the Trustee Class A-1 Notes and the Class A-2 Notes in proportion to purchase a Hedge Agreement in the percentage which each such Class represents of the Principal Amount), and then, (B) (i) to the holders of the Class A-1 Notes the lesser of (a) the amount and manner specified by the Noteholders; SIXTH, allocated to the hedge provider or hedge providers under Class A-1 Notes when all Available Funds are allocated pro rata between the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge AgreementClass A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts and (b) the Principal Amount of the Class A-1 Notes; and SEVENTH, (ii) to Issuer, any remaining amounts free and clear the holders of the lien Class A-2 Notes and the Swap Counterparty, the amount allocated to the Class A-2 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts, pro rata in proportion to the Principal Amount of this Indenture.the Class A-2 Notes and the unpaid Senior Priority Swap Termination Amount, respectively, until such amounts are reduced to zero;

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A the Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, the Monthly Servicer Fee and any unreimbursed Servicer Advances made in payment respect of amounts due any prior Payment Dates plus any accrued and unpaid of Monthly Servicer Fees; THIRD, to the Servicer Fee andextent not previously paid pursuant to the Custodial Agreement, whether or to the Custodian, the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates; FOURTH, to the extent not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then paid by the Servicer, to the Servicer in reimbursement of Collateral Agent, the Monthly Collateral Agent Fee plus any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due accrued and unpaid on such Series 2008-A Notes Monthly Collateral Agent Fees for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Feeprior Payment Dates; FIFTH, (A) to the Noteholders in payment holders of unpaid principal the Notes, Accrued Interest owing on the Series 2008-A Notes; provided, howeverand then, that, upon (B) to the direction of 100% holders of the Noteholders and Notes the Principal Amount of the Notes, until such amounts are reduced to the extent permitted by law as determined solely by the Noteholders, any amounts otherwise due to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholderszero; SIXTH, to the hedge provider or hedge providers Trustee, any other amounts due to the Trustee under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge Agreementthis Indenture; and SEVENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due the Monthly Servicer Fee plus any unreimbursed Servicer Advances plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; FOURTH, to the extent not Wyndham Consumer Financepreviously paid pursuant to the Custodial Agreement, Inc. or another affiliate of to the Parent Corporation is then Custodian the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates; FIFTH, to the extent not paid by the Servicer, to the Servicer in reimbursement of Collateral Agent, the Monthly Collateral Agent Fee plus any unreimbursed Servicer Advancesaccrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; THIRDSIXTH, as long as no Insurer Default has occurred and is continuing, to Noteholders for interest according the Insurer, any accrued and unpaid Insurance Premium; SEVENTH, to the holders of the Class A-1 Notes, Accrued Interest on the Class A-1 Notes, and to the holders of the Class A-2 Notes, Accrued Interest on the Class A-2 Notes (to the extent that there are insufficient funds to pay both such amounts in full, such amounts shall be paid pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to the percentage which each such Class represents of the Aggregate Principal Amount); EIGHTH, to the Insurer, any Reimbursement Amounts then due and owing to the Insurer; NINTH, (i) to the holders of the Class A-1 Notes the lesser of (a) the amount allocated to the Class A-1 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts and (b) the Principal Amount of the Class A-1 Notes; and (ii) to the holders of the Class A-2 Notes and the Swap Counterparty, the amount allocated to the Class A-2 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts, pro rata in proportion to the Principal Amount of the Class A-2 Notes and the unpaid on Senior Priority Swap Termination Amount, respectively, until such Series 2008-A Notes for interest and all amounts are reduced to zero; TENTH, (i) first, to the Insurer, any other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under Insurer pursuant to the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent CorporationInsurance Agreement and (ii) second, to the ServicerTrustee, in payment of any other amounts due and unpaid of to the Servicer FeeTrustee under this Indenture; FIFTHELEVENTH, to the Noteholders in payment of unpaid principal on the Series 2008-A Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the NoteholdersSwap Counterparty, any amounts otherwise due owing to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by Swap Counterparty in respect of a termination of the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge AgreementInterest Rate Swap; and SEVENTHTWELFTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due the Monthly Servicer Fee plus any unreimbursed Servicer Advances plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; FOURTH, to the extent not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then paid by the Servicer, to the Servicer in reimbursement of Custodian the Monthly Custodian Fee, plus any unreimbursed Servicer Advances; THIRD, to Noteholders for interest according to the amounts due accrued and unpaid on such Series 2008-A Notes Monthly Custodian Fees for interest and all other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, in payment of amounts due and unpaid of the Servicer Feeprior Payment Dates; FIFTH, to the Noteholders extent not paid by the Servicer, to the Collateral Agent, the Monthly Collateral Agent Fee plus any accrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; SIXTH, (i) to the holders of the Class A-1 Notes, Accrued Interest and any Interest Carry-Forward Amounts owing on the Class A-1 Notes, and to the holders of the Class A-2 Notes, Accrued Interest and any Interest Carry-Forward Amounts owing on the Class A-2 Notes, pro rata in payment proportion to their respective Class Percentages, and then, (ii) to the holders of the Class A-1 Notes the lesser of (a) the amount allocated to the Class A-1 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts and (b) the Principal Amount of the Class A-1 Notes; and then, (iii) to the holders of the Class A-2 Notes and the Swap Counterparty, pro rata in proportion to the Principal Amount of the Class A-2 Notes and the unpaid Senior Priority Swap Termination Amount, respectively, until such amounts are reduced to zero; SEVENTH, Accrued Interest and any Interest Carry-Forward Amounts owing on the Class B Notes and principal on the Series 2008Class B Notes until the Class B Notes are paid in full; EIGHTH, Accrued Interest and any Interest Carry-A NotesForward Amounts owing on the Class C Notes and principal on the Class C Notes until the Class C Notes are paid in full; providedNINTH, howeverAccrued Interest and any Interest Carry-Forward Amounts owing on the Class D Notes and principal on the Class D Notes until the Class D Notes are paid in full; TENTH, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the NoteholdersTrustee, any other amounts otherwise due to the Noteholders Trustee under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge AgreementIndenture; and SEVENTHELEVENTH, to Issuer, any remaining amounts free and clear of the lien Lien of this Indenture.

Application of Monies Collected During Event of Default. If the Series 2008-A Notes have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, and distributions on the Collateral securing Trustee has sold the Series 2008-A Notes are not being applied pursuant to Section 11.6Collateral, any monies the proceeds collected by the Trustee pursuant to this Article XI or otherwise with respect to such Series 2008-A Notes shall be applied in accordance with the following orderas provided below: FIRST, to the Trustee in payment of the Monthly Trustee Fees and in reimbursement of permitted expenses of the Trustee under each of the Facility Transaction Documents to which the Trustee is a partyparty and amounts due to the Trustee as indemnification; in the event of a Servicer Default and the replacement of the Servicer with the Trustee or a Successor Servicer, the costs and expenses of replacing the Servicer shall be permitted expenses of the Trustee; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the Parent Corporation, to the Servicer, in payment of amounts due the Monthly Servicer Fee plus any unreimbursed Servicer Advances plus any accrued and unpaid of Monthly Servicer Fees and any unreimbursed Servicer Advances for prior Payment Dates; THIRD, to the Servicer Fee andSwap Counterparty, whether or the Net Swap Payment, if any; 101 FOURTH, to the extent not Wyndham Consumer Financepreviously paid pursuant to the Custodial Agreement, Inc. or another affiliate of to the Parent Corporation is then Custodian the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates; FIFTH, to the extent not paid by the Servicer, to the Servicer in reimbursement of Collateral Agent, the Monthly Collateral Agent Fee plus any unreimbursed Servicer Advancesaccrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; THIRDSIXTH, as long as no Insurer Default has occurred and is continuing, to Noteholders for interest according the Insurer, any accrued and unpaid Insurance Premium; SEVENTH, to the amounts holders of the Class A-1 Notes, Accrued Interest on the Class A-1 Notes, and to the holders of the Class A-2 Notes, Accrued Interest on the Class A-2 Notes (to the extent that there are insufficient funds, pro rata among the Class A-1 Notes and the Class A-2 Notes in proportion to their respective percentage of the Principal Amount of the Class A Notes); EIGHTH, to the Insurer, any Reimbursement Amounts then due and owing to the Insurer; NINTH, (i) to the holders of the Class A-1 Notes the lesser of (a) the amount allocated to the Class A-1 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts and (b) the Principal Amount of the Class A-1 Notes; and (ii) to the holders of the Class A-2 Notes and the Swap Counterparty, the amount allocated to the Class A-2 Notes when all Available Funds are allocated pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to their respective Principal Amounts, pro rata in proportion to the Principal Amount of the Class A-2 Notes and the unpaid Senior Priority Swap Termination Amount, respectively, until such amounts are reduced to zero; TENTH, to the Holder of the Class B Notes, Accrued Interest on such Series 2008-A the Class B Notes; ELEVENTH, to the Holders of the Class B Notes, the principal on the Class B Notes for interest and all until the Class B Notes are paid in full; TWELFTH (i) first, to the Insurer, any other amounts (other than principal of the Series 2008-A Notes) due to the Noteholders under Insurer pursuant to the Facility Documents; FOURTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent CorporationInsurance Agreement and (ii) second, to the ServicerTrustee, in payment of any other amounts due and unpaid of to the Servicer FeeTrustee under this Indenture; FIFTHTHIRTEENTH, to the Noteholders in payment of unpaid principal on the Series 2008-A Notes; provided, however, that, upon the direction of 100% of the Noteholders and to the extent permitted by law as determined solely by the NoteholdersSwap Counterparty, any amounts otherwise due owing to the Noteholders under this provision FIFTH, shall not be applied to reduce principal, but shall be applied by Swap Counterparty in respect of a termination of the Trustee to purchase a Hedge Agreement in the amount and manner specified by the Noteholders; SIXTH, to the hedge provider or hedge providers under the Hedge Agreement or Hedge Agreements any termination payments due under any Hedge AgreementInterest Rate Swap; and SEVENTHFOURTEENTH, to Issuer, any remaining amounts free and clear of the lien of this Indenture.