Additional Assurances. The provisions of this Agreement shall be self-operative and shall not require further agreement by the parties, except as may be specifically provided to the contrary; provided, however, at the request of the ​, Loggenberg shall execute such additional instruments and take such additional acts as ​ may deem necessary to effectuate this Agreement.

Except as otherwise provided in [Section 9.13], Borrower will, and will cause each of its Wholly-Owned Domestic Subsidiaries to, grant to the Lender security interests and mortgages in such assets and properties of Borrower and such Wholly-Owned Domestic Subsidiaries as are not covered by the original Security Documents and as may be reasonably requested from time to time by Lender (collectively, the “Additional Security Documents”). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance reasonably satisfactory to Lender and shall constitute, after appropriate filings have been made (to the extent required to be so made), valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of Lender required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.

SECTION # Additional Collateral; Further Assurances.

Additional Security; Further Assurances; etc. 8788

Assurances. Expedia reserves the right to recoupment and offset of any amounts owed to Expedia by Supplier under this Agreement or any other agreement between Expedia and Decolar and/or any of its Affiliates. Upon written notice, Expedia may terminate this Agreement if Decolar ceases to do business, becomes insolvent, or is subject to bankruptcy or insolvency proceedings, whether actual or reasonably believed to be imminent. Upon written notice, Supplier may terminate this Agreement immediately with respect to any entity listed in the definition of “Expedia” if such entity ceases to do business, becomes insolvent, or is subject to bankruptcy or insolvency proceedings, whether actual or reasonably believed to be imminent. If reasonable grounds for insecurity arise regarding a Party’s performance of this Agreement, then the other Party may demand written adequate assurance of due performance (Expedia may provide such assurance on behalf of any of its Affiliates). Until the requesting Party receives such assurance in writing, it may suspend its performance of this Agreement. If the written assurance is not received within five (5) days after its request, or within such other reasonable period of time as a requesting Party may designate, then the failure to furnish such assurance constitutes a material breach of this Agreement, and the requesting Party may immediately terminate this Agreement upon written notice to Expedia, in the case of Decolar, or Decolar, in the case of Expedia.

Assignors individually and collectively agree to assist the Assignee in every legal and equitable way to evidence, record and perfect the [Section 1] assignment and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights.

​ may decline to make further Additional Advances hereunder until ​ has received such assurances.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Further Assurances. From time to time from and after the Closing, the parties shall execute and deliver, or cause to be executed and delivered, any and all such further agreements, certificates and other instruments, and shall take or cause to be taken any and all such further action, as any of the parties may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Agreement.

Further Assurances. Each Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.