Guarantee of Payment; Continuing Guarantee. The guarantee given by ​ in this [Article IV] is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations, whenever arising.

The guarantee given by the Subsidiary Guarantors in this [Article IV] is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. The Lenders further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Subsidiary Guarantors.

. The guarantee in this [Article XI] is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

Guarantee. Subject to this [Section 7], each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally, guarantees to each Lender and to the Administrative Agent, irrespective of the validity and enforceability of this Agreement, the other Loan Documents or the obligations of the Borrower hereunder or thereunder, that: # the principal of and interest and premium, if any, on the Loans shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Loans, if any, if lawful, and all other obligations of the Borrower to the Lenders or the Administrative Agent hereunder or thereunder shall be promptly paid in full, all in accordance with the terms hereof and thereof; and # in case of any extension of time of payment or renewal of any Loans or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

New Guarantee. To the extent no Guarantee Release Date has occurred on or prior to such date, the Administrative Agent shall have received a New Guarantee executed and delivered by each New Guarantor, substantially in the form of [Exhibit D], together with customary secretary’s certificates, resolutions and legal opinions.

No Guarantee. This Agreement shall not be construed and is not intended by either Indemnitee or the Company to be a guarantee, commitment or understanding of Indemnitee’s continued service as a director and/or officer of the Company for any period of time.

Guarantee Amount. The Parties agree that, until the obligations that arise from the Transactions are fully performed, and with the purpose of guaranteeing the performance thereof:

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

Notwithstanding anything to the contrary in [Article IV], [Sections 7.12 and 7.14]4], 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 ​.

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.