Guarantor hereby guarantees payment of the Loan Amount and guarantee payment of the amount set forth in the Promissory Note according to the terms and conditions contained therein; and

No Guarantee of Work. Notwithstanding anything in this Agreement to the contrary, until the Parties have executed and delivered an SOW, nothing in this Agreement shall be construed as the engagement by Company of Provider for the provision of any Services.

Notwithstanding anything to the contrary in Article IV, Sections 7.12 and 7.14, the requirements of such Sections shall not apply to any assets or new Subsidiary created or acquired after the Closing Date, as applicable, if, in the judgment of the Administrative Agent, the costs of creating or perfecting such pledges or security interests in such assets (including any mortgage, stamp or other similar tax) are (taking into account the present and future direct and indirect cost and/or burden to the Restricted Group) excessive in relation to the benefits accruing to the ​.

No Guarantee of Employment. No provision of the Agreement shall be construed to affect in any manner the existing rights of the Company to suspend, terminate, alter or modify, whether or not for cause, Employee’s employment relationship with the Company.

The Loan Parties will cause each of their Material Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Material Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a) and 5.20(b).

Collateral and Guarantee Requirement. Clauses (a), (b), (c), (d) and (e) of the Collateral and Guarantee Requirement shall have been satisfied to the extent applicable as of such date. The Collateral Agent shall have received a counterpart of an agreement, signed on behalf of the Borrower and each Subsidiary Guarantor, reaffirming its obligations and the Liens granted by it under the Guarantee and Security Agreement after giving effect to the Transactions.

Guarantee Requirement; Further Assurances. (a) If any Subsidiary that is a Designated Subsidiary is formed or acquired after the Restatement Effective Date or any Subsidiary otherwise becomes, after the Restatement Effective Date, a Designated Subsidiary (including as a result of becoming a Material Subsidiary or a Wholly Owned Subsidiary), then, on or prior to the later of # the date on which the certificate with respect to the fiscal quarter (or, if such event occurs during the fourth fiscal quarter, with respect to the fiscal year) in which the relevant event occurs is required to be delivered pursuant to [Section 5.01(c) and (ii)])] 30 days after the date on which the relevant event occurs (or such longer period as the Administrative Agent may reasonably agree), the Company shall cause the Guarantee Requirement to be satisfied with respect to such Subsidiary.

Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between an Employer and a Participant, or as a right of any Participant to be continued in the employment of his Employer, or as a limitation of the right of an Employer to discharge any Participant with or without Cause. Nor shall anything contained in this Plan affect the eligibility requirements under any other plans maintained by the Employer, nor give any person a right to coverage under any other Plan.

No Guarantee of Employment. Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with the Corporation or any of its Subsidiaries and the rights of the Corporation and its Subsidiaries to terminate the employment of the Executive shall continue as fully as if this Agreement were not in effect; provided that any Qualified Termination of Employment shall entitle the Executive to the benefits herein provided.

Expedia Parent Payment Guarantee. Expedia Parent irrevocably, absolutely and unconditionally jointly and severally guarantees to Decolar the full and timely payment of Expedia’s payment obligations hereunder, in each case during the Term (the “Expedia Guaranteed Obligations”). This is a guarantee of payment, and Expedia Parent acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of Expedia’s obligations or liabilities under this Agreement, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. Without limiting the generality of the foregoing, Expedia Parent authorizes Expedia in its sole and absolute discretion, without any notice to or consent of Expedia Parent and without in any way discharging, terminating, releasing, affecting or impairing the obligations of Expedia Parent hereunder, to # amend, modify, extend or accelerate the time or manner of payment for or performance of the Expedia Guaranteed Obligations or otherwise amend or modify any other terms of provisions of this Agreement in accordance with its terms, # release, discharge, compromise or make any settlement with Decolar in respect of the Expedia Guaranteed Obligations or # exercise any right or power conferred in this Agreement, or fail or omit to enforce any such right or power, or waive any covenant or condition therein provided