Amendment to Section 9.14. Section 9.14(a) of the Credit Agreement is hereby amended by replacing the words “With respect to any Reserve Report delivered after a Borrowing Base Trigger Event, after” with “After”.
Amendment to Section 9.14. Section 9.14 is hereby amended and restated in its entirety to read as follows:
Amendment to Section 9.14. Section 9.1.4 is hereby replaced in its entirety with the following: “Effectiveness of the Conversion Registration Statement. The Conversion Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Conversion Registration Statement shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC.
Amendment to Section 9.14. Section 9.14 is hereby amended by deleting such Section in its entirety and replacing it with the following:
Amendment to Section 9.14. Section 9.14 shall be deleted in its entirety and the following shall be substituted therefor:
Amendment to Section 9.14. Section 9.14 of the Master Agreement is hereby amended as follows: Each definition (but not the defined term itself) in Section 9.14 of the Master Agreement hereby is amended by deleting the word Seller (as a stand-alone term) and replacing it in each case with the word “Seller’s Parent”, except that with respect to the definition of “Seller Material Adverse Effect”, the reference to the word Seller shall be retained in the definition and the words “or Seller’s Parent” shall be added immediately thereafter.
Amendment to Section 9.14. Section 9.14 of the Credit Agreement is hereby amended by amending and restating the second to last sentence in its entirety to read as follows: The Parent and the Borrower will not permit any Equity Interests of any Restricted Subsidiary (other than the Borrower, Intermediate Holdings and Rattler WTG) to be directly owned by any Person other than the Borrower or a Restricted Subsidiary that is a Guarantor.
Amendment to Section 9.14. Section 9.14 is hereby amended by replacing the reference therein to “Section 9.05(i)” with “Section 9.05(j)”.
Amendment to Section 9.14. Section 9.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 9.14. Section 9.14 of the Credit Agreement is hereby amended by (x) renumbering paragraph (b) and (c) thereof as paragraphs (c) and (d), respectively, and inserting the following immediately after paragraph (a) thereof:
(i) If the Company shall have (A) delivered on any date to the Administrative Agent (x) a certificate of a Financial Officer or other executive officer of the Company to the effect that (1) the TripAdvisor Spin-Off shall be consummated on the date of the delivery of such certificate and, upon the consummation thereof, none of TripAdvisor, TripAdvisor Holdings or any of their Subsidiaries shall be a Subsidiary of the Company or shall Guarantee any other Material Indebtedness of the Company or another Subsidiary of the Company and (2) no Default has occurred and is continuing or would result after the consummation of the TripAdvisor Spin-Off and (y) a duly executed Borrowing Subsidiary Termination with respect to each Borrowing Subsidiary that is a TripAdvisor Subsidiary, and (B) taken, or caused the applicable TripAdvisor Subsidiaries to take, on or prior to such date, all such actions as are required so that no Loan made to any Borrowing Subsidiary that is a TripAdvisor Subsidiary, or any interest thereon, and no Letter of Credit issued for the account of any TripAdvisor Subsidiary (including as a result of such Letter of Credit ceasing to be a Letter of Credit for all purposes of the Loan Documents pursuant to the provisions of the Second Amendment), shall be outstanding, then, on such date (such date being referred to as the “TripAdvisor Release Date”), (x) each TripAdvisor Subsidiary that is a Guarantor shall be released from its Guarantee created under the Guarantee Agreement and shall cease to have any rights or obligations thereunder, (y) each TripAdvisor Subsidiary that is a Borrowing Subsidiary shall cease to be such and shall cease to have any rights or obligations under this Agreement or any other Loan Document and (z) each TripAdvisor Subsidiary that is a Subsidiary Loan Party shall cease to be a Subsidiary Loan Party. At the request of the Company, the Administrative Agent shall execute and deliver to the Company, at the Company’s expense, all documents that the Company shall reasonably request to evidence the release of any TripAdvisor Subsidiary from its Guarantee created under the Guarantee Agreement and the cessation of all of its rights and obligations under this Agreement and the other Loan Documents.
(ii) Notwithstanding anythi...
