Sequential Order. If a Sequential Order Event occurs and is continuing, on each Payment Date all Available Funds remaining after application of clause “EIGHTH” in subsection (a) above shall be applied to pay principal of the Notes and the Senior Priority Swap Termination Amount, if any, as follows: (A) first (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 lesser of (a) 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, and (b) the Principal Amount of the Class A-2 Notes and the Senior Priority Swap Termination Amount, respectively, until such amounts are reduced to zero; provided, however, that on any Payment Date on which the Principal Amount of the Class A-1 Notes has been reduced to zero, but the Principal Amount of the Class A-2 Notes has not been reduced to zero, any remaining Available Funds shall be allocated to the remaining Class A-2 Notes (in which case the amount allocated to the Class A-2 Notes shall be applied pro rata to the Class A-2 Notes and the Senior Priority Swap Termination Amount, if any) until the Principal Amount of all remaining Class A-2 Notes has been reduced to zero; (B) second to the holders of the Class B Notes until the Principal Amount of the Class B Notes is reduced to zero; and (C) third to the holders of the Class C Notes until the Principal Amount of the Class C Notes is reduced to zero. Funds remaining on any Payment Date after making the payments described in the preceding paragraph while a Sequential Order Event shall be in effect, shall be applied as provided in provisions ELEVENTH through FIFTEENTH in subsection 3.1(a) above.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Sequential Order. If a Sequential Order Event occurs and is continuing, principal payments shall not be made to the Class A Notes, Class B Notes, Class C Notes and Class D Notes on a pro rata basis but thereafter and so long as the Sequential Order Event has not been cured, on each Payment Date all Available Funds remaining after application of clause “EIGHTH” "NINTH" in subsection (a) above shall be applied to pay principal in the following order of the Notes and the Senior Priority Swap Termination Amount, if any, as follows: priority (A) first "Sequential Order"):
(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 lesser of (a) 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, and (b) 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; provided, however, that on any Payment Date on which the Principal Amount of the Class A-1 Notes has been reduced to zero, but the Principal Amount of the Class A-2 Notes has not been reduced to zero, any remaining Available Funds shall be allocated to the remaining Class A-2 Notes ;
(in which case the amount allocated to the Class A-2 Notes shall be applied pro rata to the Class A-2 Notes and the Senior Priority Swap Termination Amount, if anyiii) until the Principal Amount of all remaining Class A-2 Notes has been reduced to zero; (B) second to the holders of the Class B Notes until the Principal Amount of the Class B Notes is reduced to zero; and ;
(Civ) third to the holders of the Class C Notes until the Principal Amount of Class C Notes is reduced to zero; and
(v) to the holders of the Class C D Notes until the Principal Amount of Class D Notes is reduced to zero. Funds remaining on any Payment Date after making principal payments on the payments Notes as described in the preceding paragraph above while a Sequential Order Event shall be in effect, shall be applied distributed as provided in provisions ELEVENTH through FIFTEENTH SIXTEENTH in subsection 3.1(a(a) above.
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Sequential Order. If a Sequential Order Event occurs and is continuing, on each Payment Date all Available Funds remaining after application of clause “EIGHTHNINTH” in subsection (a) above shall be applied to pay principal of the Notes and the Senior Priority Swap Termination Amount, if any, as followsin the following order of priority: (A) first (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; Notes and (ii) to the holders of the Class A-2 Notes and the Swap Counterparty, the lesser of (a) 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, and (b) the Principal Amount of the Class A-2 Notes and the Senior Priority Swap Termination Amount, if any, 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; in addition, if the Payment Date is the Rated Final Maturity Date, all Reserve Account Draw Amounts for such date will be allocated pro rata between the Class A-1 Notes and Class A-2 Notes, in proportion to their respective Principal Amounts until the outstanding Principal Amounts have been reduced to zero; provided, however, that on any Payment Date on which the Principal Amount of the Class A-1 Notes has been reduced to zero, but the Principal Amount of the Class A-2 Notes has not been reduced to zero, zero any remaining Available Funds shall be allocated to the remaining Class A-2 Notes (in which case the amount allocated to the Class A-2 Notes shall be applied pro rata to the Class A-2 Notes and the Senior Priority Swap Termination Amount, if any) until the Principal Amount of all remaining Class A-2 Notes has been reduced to zero; and (B) second to the holders holder of the Class B Notes any remaining Available Funds until the outstanding Principal Amount of the Class B Notes has been reduced to zero and if the Payment Date is the Rated Final Maturity Date, any remaining Reserve Account Draw Amounts for such date will be applied to the outstanding Principal Amount of the Class B Notes until the Principal Amount of the Class B Notes is reduced to zero; and (C) third to the holders of the Class C Notes until the Principal Amount of the Class C Notes is has been reduced to zero. Funds remaining on any Payment Date after making the payments described in the preceding paragraph while a Sequential Order Event shall be in effect, shall be applied as provided in provisions ELEVENTH through FIFTEENTH in subsection 3.1(a) above.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)