Amendment to Section 8.9 Clause Samples

Amendment to Section 8.9. Section 8.9(a) of the Agreement is hereby amended by replacing the first sentence thereof (up to subsection (i)) with the following: (a) In connection with any Final Determination that occurs after the date hereof in respect of a Pre-2007 Shared Entity Audit other than a Final Determination (x) in respect of any federal Income Tax audit of the affiliated group of which Cendant was the common parent for all taxable years through December 31, 2002 (the “Ongoing Federal Income Tax Audits”), (y) as to the correlative state Income Tax consequences that follow from any Final Determination with respect to such Ongoing Federal Income Tax Audits (the “Ongoing State Income Tax Audits”) or (z) attributable to the 2003 reorganization of Cendant’s time share business but only to the extent that the Final Determination described in this clause (z) results in the utilization of a foreign Income Tax credit (such Final Determination, after elimination of the Final

Amendment to Section 8.9. Section 8.9 of the Credit Agreement is hereby amended as follows: (i) clause (a)(iii) therein is amended and restated to read as follows:

Amendment to Section 8.9. Section 8.9 of the Credit Agreement, “Minimum EBITDA” is hereby amended and modified by deleting such section in its entirety and by substituting the following in lieu thereof:

Amendment to Section 8.9. Section 8.9(a) of the Agreement is hereby amended by replacing the first sentence thereof (up to subsection (i)) with the following: (a) In connection with any Final Determination that occurs after the date hereof in respect of a Pre-2007 Shared Entity Audit other than a Final Determination (x) in respect of any federal Income Tax audit of the affiliated group of which Cendant was the common parent for all taxable years through December 3 1,2002 (the “Ongoing Federal Income Tax Audits”), (y) as to the correlative state Income Tax consequences that follow from any Final Determination with respect to such Ongoing Federal Income Tax Audits (the “Ongoing State Income Tax Audits”) or (z) attributable to the 2003 reorganization of Cendant’s time share business but only to the extent that the Final Determination described in this clause (z) results in the utilization of a foreign Income Tax credit (such Final Determination, after elimination of the Final Determinations described in clauses (x), (y), and (z) a “Section 8.9 Final Determination”), which Section 8.9 Final Determination results, in the utilization of a net operating loss carryover or Credit Carryover as a result of an increase of items of taxable income or gain of (or the disallowance of items of deduction, loss or credit with respect to) a Shared Entity relating to a Pre-2007 Shared Entity Tax Return, then, with respect to each Applicable Tax Benefit Party, subject to Section 8.10 (relating to the establishment of Caps and Incremental Costs):”

Amendment to Section 8.9. Section 8.9 of the Credit Agreement, Capital Expenditures, is hereby amended and modified by deleting Section 8.9 in its entirety and by substituting the following in lieu thereof:

Amendment to Section 8.9. Section 8.9 of the Loan Agreement is hereby deleted and replaced in its entirety with the following: (i) If there is a default in any material agreement to which Borrower or any of its Subsidiaries is a party and such default (a) occurs at the final maturity of the obligations thereunder, or (b) results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Borrower's or its Subsidiaries' obligations thereunder or to terminate such agreement; or (ii) if the Convertible Senior Notes shall be required to be prepaid, redeemed or repurchased (other than by a regularly scheduled required prepayment or redemption), prior to the stated maturity thereof."

Amendment to Section 8.9. Section 8.9 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (o), (ii) deleting the period at the end of clause (p) and substituting in lieu thereof a semicolon and the word "and" and (iii) adding the following new clause (q):

Amendment to Section 8.9. Section 8.9 of the Credit Agreement, Corporate Name; Corporate Structure; Business, is hereby amended by deleting subsection (b) therefrom and by substituting the following in lieu thereof:

Amendment to Section 8.9. Section 8.9 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (a)(v) thereof, (ii) replacing the final period in clause (a)(vi) thereof with the following text: ; provided further that no payments may be made under this clause (vi) during the period commencing on the First Amendment Closing Date and ending on September 30, 2021; and and (iii) inserting the following as a new clause (a)(vii) immediately following clause (a)(vi) thereof: