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Bookings. For each Booking, Supplier instructs Expedia to act as a facilitator of such booking on behalf of Supplier, but acting in its own name. Payments for Bookings may be collected in the following two ways: # Expedia will collect advance payments from End Users at the time of such Booking (each such Booking, an “Expedia Collect Booking”) or # payments from End Users will be collected by the Property upon completion of the stay and the Property will pay to Supplier, and Supplier will collect from the Property, the amount payable to Supplier under Supplier’s agreement with the Property (each such Booking, a “Hotel Collect Booking”). For each Expedia Collect Booking, # the parties will develop a mutually agreed upon invoicing system to reflect the relationships provided for under this Agreement, # Expedia will be entitled to retain its Compensation and any charges or fees imposed on End Users by Expedia and, # Supplier will be entitled to the Room Price (less any amounts Expedia is entitled to retain under this agreement) (the “EC Remittance”), including Taxes paid by the End User (except to the extent Expedia is required to pay such Taxes directly to the applicable Tax authorities) in accordance with the terms in Section B.3 below. For each Hotel Collect Booking, Expedia will be entitled to receive its Compensation from Supplier in accordance with the terms in Section B.3 below. The Parties agree that they may make commercially reasonable efforts to assess the possibility of implementing booking fees into Hotel Collect Bookings in the future.

Hotel Collect Bookings. For Hotel Collect Bookings, following the end of each calendar month (an “HC Statement Period”), Decolar shall, by no later than the fourth # day following the end of such HC Statement Period, provide a statement to Expedia electronically (a “HC Compensation Statement”), setting out the Compensation earned by Expedia for each Hotel Collect Booking that was a Consumed Booking (“Consumed HC Bookings”) during such HC Statement Period, specifying the End User’s name, the Expedia booking ID, the check-in and check-out dates and/or the dates of any cancellations or no-shows, the applicable Room Price net of Compensation, in each case, in the same currency in which the applicable Room Price and Rate Plan is made available through the Decolar API. Following receipt by Expedia of the HC Compensation Statement, Expedia will send Decolar an invoice (the “HC Invoice”) with respect to such HC Compensation Statement for all undisputed Consumed HC Bookings during such HC Statement Period and Decolar will pay the Compensation owed to Expedia with respect to all undisputed Consumed HC Bookings (the “Compensation Payment”) within fourteen (14) days following the end of such HC Statement Period.

Package and Opaque Bookings. Expedia will not display or make available Rate Plans and/or Room Prices for Package Bookings and/or Opaque Bookings to End Users for booking except: # as part of a Package Booking, # as an Opaque Booking, # to members of password protected closed groups operated by Expedia and its Affiliates (“Closed Groups”) or # in connection with Cross-Selling Efforts. If Expedia is in breach of this Section C.1., Decolar will send Expedia a notice of such breach, along with information collected by Decolar that evidences such breach, and Expedia will have a period of ten (10) business days to cure any breach. If the breach is not cured in such time frame, Decolar may restrict access to Package Bookings with immediate effect and, if any Property terminates its agreement with Decolar as a result of such breach, Decolar may permanently restrict access to such Package Booking. Notwithstanding the foregoing, if Expedia, its Affiliates or an Expedia Partner, is in breach of this Section C.1 for a point of sale in the Decolar Territory, then Decolar will send Expedia a notice in this sense and Expedia will immediately cure any breach. In addition, in the case of a breach by an Expedia Partner, Expedia will immediately disable the distribution of the Decolar Travel Products to such Expedia Partner.

Bookings requirements for Borrower’s 2017 fiscal year and thereafter, shall be set forth in, and based upon, Borrower’s annual business plan delivered to Bank in accordance with [Section 6.2(f)] with such bookings requirements determined pursuant to the first paragraph of [Section 6.7(a)]. Notwithstanding the foregoing, such annual business plan and Bookings requirements must be approved in writing by Bank in its reasonable business judgment by March 31st of the applicable year.

Performance to Plan. Performance to Plan. Bookings, measured on a trailing six (6) month basis, based on Borrower’s annual business plan (as delivered to Bank in accordance with [Section 6.2(f)]) and as approved in writing by Bank in its reasonable business judgment, of not less than # eighty-five percent (85%) of Bookings for each period ending as of the last day of the month of June, September, December and March of each year and # eighty percent (80%) of Bookings for each period ending as of the last day of the month of July, August, October, November, January, February, April and May of each year; provided, however, for the periods ending as of the last day of January and February of each year, prior to the delivery of Borrower’s annual business plan pursuant to [Section 6.2(f)], required Bookings for such months shall be based upon the prior year actual Bookings for such months in lieu of a forecasted amount for such months in which no annual financial projections have been delivered pursuant to [Section 6.2(f)] prior to the end of such months. For example, for January 2017, this covenant would be calculated using the actual Bookings for the months August through December 2016 (5 months) plus actual Bookings for the month of January 2016.

b. “Net Bookings”: Refers to the total value of accepted term contracts, contracted work or services, and changes to such contracts as of either the order date or the effective date of the transaction. Bookings typically include all items with a revenue implication, such as new contracts, renewals, upgrades, downgrades, add-ons, early terminations and refunds.

evidence of the receipt by Supplier of Bookings made by End Users through the Expedia System and the amount of the applicable Compensation or EC Remittance, as the case may be, in respect of such Bookings. Each Party acknowledges that the other Party generally has no knowledge of # End Users’ actual arrival or departure dates, # any cancellation notice that may be given by End Users directly to the Property, or whether any such cancellation notice as may be given is sufficient under the Property’s policies to relieve End Users (and Expedia) of all or any portion of the charges otherwise due to the Property, or # any adjustment that may be negotiated by the Property directly with End Users with respect to reductions in rate, duration of stay, or otherwise. Accordingly, Supplier agrees that Expedia and its Affiliates shall be entitled to rely upon and accept as accurate any information relating to Standalone Bookings or Package Bookings received by Expedia from Supplier.

“Expedia” means Expedia Parent and the following entity(ies), as applicable to the type of bookings and relevant geography noted below:

For Expedia Collect Bookings set out in the EC Compensation Statement, Expedia shall remit all undisputed EC Remittance, including Taxes paid by the End User (except to the extent Expedia is required to pay such Taxes directly to the applicable Tax authorities) with respect to all such Expedia Collect Bookings which were Consumed Bookings during such EC Statement Period within thirty (30) days following receipt by Expedia of the EC Compensation Statement for such EC Statement Period (the “EC Remittance Payment” and together with the Compensation Payment, the “Payments”); provided that if, during any consecutive twelve week period following the Effective Date (each, a “Measurement Period”), the average weekly aggregate amount of due and payable, but unpaid and undisputed, EC Remittance Payments for Consumed Bookings (the “Aggregate EC Remittance”) during the Measurement Period, as reflected on the aggregate due and payable, but unpaid and undisputed EC Compensation Statements for such period exceeds USD ​ (the “Payment Threshold”), then the EC Remittance Payment for each EC Statement Period commencing with the second Statement Period following the end of such Measurement Period where the Payment Threshold was first met shall be paid within fifteen (15) days following receipt by Expedia of the EC Compensation Statement; provided further that if, at any time during any consecutive twelve week period commencing after the last day of the Measurement Period in which the Payment Threshold was met for the first time (i.e., the first week of such period must have commenced after the day on which the Payment Threshold was met for the first time) (the “Second Measurement Period”), the average weekly Aggregate EC Remittance Payment during such Second Measurement Period, as reflected on the aggregate due and payable, but unpaid and undisputed EC Compensation Statements for such period exceeds the Payment Threshold, then the EC Remittance Payment for each Statement Period commencing with the second Statement Period after the end of the Second Measurement Period where the Payment Threshold was met shall be paid within seven (7) days following receipt by Expedia of the EC Compensation Statement.

Limitations. (i) Expedia may, at any time and in its sole discretion, refuse to offer, display, or list for booking any Decolar Travel Products, including Properties’ rooms made available by Supplier through the Decolar API to the Expedia System. Expedia makes no representations or warranties regarding the Expedia System, Decolar Travel Products or Properties’ rooms, including any temporary or permanent interruption of the operation of the Expedia System or with respect to the number, frequency, or type of rooms booked through the Expedia System. With respect to Standalone Bookings, Package Bookings and Opaque Bookings, nothing in this Agreement constitutes a sale or rental of rooms to or by Expedia. (ii) EXCEPT AS EXPRESSLY DESCRIBED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR ANY DIRECT OR INDIRECT LOST PROFITS OR REVENUE OR BUSINESS, OR LOST OR CORRUPTED DATA OR LOST ANTICIPATED SAVINGS OR GOODWILL OR REPUTATION, INCLUDING COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES). (iii) Except as expressly described in this Agreement, no Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. (iv) Nothing in this Agreement shall limit or exclude any Party’s liability for fraud, death or personal injury caused by negligence any other liability which cannot be limited by law or any liability it has under an express obligation in this Agreement to indemnify the other.

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