Common use of Effect of Certain Corporate Transactions Clause in Contracts

Effect of Certain Corporate Transactions. If, as a result of a Change of Control, recapitalization or other significant extraordinary corporate transaction, Realogy, Wyndham or Travelport (A) were to suffer a downgrade to its senior debt credit rating to (i) unless clause (ii) below applies, below BB (as rated by Standard & Poor’s) and below Ba (as rated by Xxxxx’x Investors Services, Inc.) or (ii) if either of such Party’s credit ratings was below the BB and Ba ratings described in clause (i) above prior to such transaction, then with respect to a credit rating that was below the BB and Ba ratings described in clause (i), to a level below such credit rating prior to the completion of such transaction or (B) were to no longer have its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of one of the other three Parties, such Party shall be required to post a letter of credit or similar security obligation reasonably acceptable to the other Party or Parties in respect of its Applicable Percentage of the remaining Assumed Cendant Contingent Liabilities based on an appraisal prepared by a third party expert retained by the Contingent Claim Committee (which appraisal shall be binding upon the affected Parties) with such appraisal netting out such Party’s estimated portion of the remaining Cendant Contingent Assets if and to the extent such Party is able to reasonably satisfy the other Parties that such Party’s share of the remaining Cendant Contingent Assets will be available as an offset against such Party’s obligations in respect of any Assumed Cendant Contingent Liabilities (e.g., by transferring such Party’s share of Cendant Contingent Assets to a trust for the benefit of the other Parties). For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations with respect to any Assumed Cendant Contingent Liability, and shall not result in a cap on such Party’s Liabilities with respect thereto.

Effect of Certain Corporate Transactions. If, prior to the fifth (5th) anniversary of the Distribution Date, as a result of a Change of Control, recapitalization or other significant extraordinary corporate transaction, Realogy, Wyndham RemainCo or Travelport SpinCo (A) were to suffer a downgrade to its senior debt credit rating to (i) unless clause (ii) below applies, below BB B (as rated by Standard & Poor’s) and or below Ba B2 (as rated by Xxxxx’x Investors Services, Inc.) or (ii) if either of such Party’s credit ratings was below the BB and Ba B or B2 ratings described in clause (i) above prior to such transaction, then with respect to a credit rating that was below the BB and Ba B or B2 ratings described in clause (i), to a level below such credit rating prior to the completion of such transaction or (B) were to no longer have its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of one of the other three PartiesParty, such Party shall be required to post a letter of credit or similar security obligation reasonably acceptable to the other Party or Parties in an amount in respect of its Applicable Percentage Portion of the remaining Assumed Cendant Shared Contingent Liabilities to be agreed on by the Parties (provided, that in the event the Parties are unable to so agree upon such amount in respect of such Party’s Applicable Portion of the remaining Shared Contingent Liabilities, such amount shall be based on an appraisal prepared by a third party expert retained mutually agreed upon by the Contingent Claim Committee (Parties, which appraisal shall be binding upon the affected Parties) with such appraisal netting out such Party’s estimated portion of the remaining Cendant Contingent Assets if and to the extent such Party is able to reasonably satisfy the other Parties that such Party’s share of the remaining Cendant Contingent Assets will be available as an offset against support such Party’s obligations under Article VII; provided, that in no event shall the amount of such letter of credit or similar security obligation exceed (a) $75,000,000 with respect to any such letter of credit or similar security obligation posted by RemainCo and (b) $50,000,000 with respect to any Assumed Cendant Contingent Liabilities (e.g., such letter of credit or similar security obligation posted by transferring such Party’s share of Cendant Contingent Assets to a trust for the benefit of the other Parties)SpinCo. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations with respect to any Assumed Cendant Contingent Liabilityunder Article VII, and shall not result in a cap on such Party’s Liabilities with respect thereto.