Venue; Process. The parties agree that all obligations payable and performable under this Agreement are payable and performable at the offices of Employer in Oak Brook, DuPage County, Illinois. The parties to this Agreement agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in the Judicial District Court for DuPage County or in the United States District Court for the Northern District of Illinois, Eastern Division, Chicago Office.

Venue; Process. The parties to this Agreement agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in the Circuit Court of the Twentieth Judicial Circuit of the State of Florida in and for Lee County or in the United States District Court for the Middle District of Florida, Tampa Division. Such jurisdiction and venue are merely permissive; jurisdiction and venue shall also continue to lie in any court where jurisdiction and venue would otherwise be proper. The parties agree that they will not object that any action commenced in the foregoing jurisdictions is commenced in a forum non conveniens. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.

Process. In the event that either Party seeks indemnification under the terms of Sections 17.1 or 17.2 (the “Indemnified Party”), it shall promptly inform the other party (the “Indemnifying Party”) of the Claim within fifteen (15) days of receipt of notice of such Claim, provided that failure to provide notice shall not eliminate the Indemnifying Party's obligation under this Section 17.3 except to the extent the Indemnifying Party has been materially prejudiced by such failure. The Indemnifying Party shall have the right, but not the obligation, at the Indemnifying Party's cost, to assume direction and control of the defense of any indemnified Claim with counsel reasonably satisfactory to the other Party. The Indemnified Party shall cooperate as requested by, and at the expense of, the Indemnifying Party, in the defense of the Claim. The Indemnifying Party shall not settle or otherwise compromise any Claim in any manner which requires the

Jurisdiction, Venue and Service of Process. Any legal action or proceeding with respect to this Agreement will be brought in the courts of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts). By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.

Jurisdiction; Waiver of Jury Trial; Waiver of Venue; Service of Process, Appointment of Process Agent.

Section #12Governing Law; Venue; Service of Process.

Booking Process. Expedia will provide notice to Supplier of each Booking processed through Decolar API. Decolar shall make the then-current version of the Decolar API available to Expedia for use by Expedia in accordance with the provisions of this Agreement. Decolar shall be responsible for any and all costs associated with the standard development and operations of the Decolar API in the form delivered to Expedia. Decolar will provide reasonable notice to Expedia, prior to making any material changes or updates to the Decolar API. In such notice, Decolar will determine if the upgrade is critical or a standard operational upgrade. Expedia shall make its best efforts to implement the critical upgrades within three (3) months and the standard operational upgrades within nine (9) months. Expedia acknowledges and understands that to be able to comply with this Agreement it will need to operate the then-current version of the Decolar API in accordance with the timelines set forth above.

The Distribution Agent shall make all distributions required under the Plan, except that distributions to holders of Allowed Claims or Interests governed by a separate agreement and administered by a Servicer shall be deposited with the appropriate Servicer, at which time such distributions shall be deemed complete, and the Servicer shall deliver such distributions in accordance with the Plan and the terms of the governing agreement. Except as otherwise provided herein, and notwithstanding any authority to the contrary, distributions to holders of Allowed Claims, including Claims that become Allowed after the Effective Date, shall be made to holders of record as of the Effective Date by the Distribution Agent or a Servicer, as appropriate: # to the address of such holder as set forth in the books and records of the applicable Debtor (or if the Debtors have been notified in writing, on or before the date that is 10 days before the Effective Date, of a change of address, to the changed address); # in accordance with Federal Rule of Civil Procedure 4, as modified and made applicable by Bankruptcy Rule 7004, if no address exists in the Debtors books and records, no Proof of Claim has been filed and the Distribution Agent has not received a written notice of a change of address on or before the date that is 10 days before the Effective Date; or # on any counsel that has appeared in the Chapter 11 Cases on the holder’s behalf. Notwithstanding anything to the contrary in the Plan, including this Article VI.D of the Plan, distributions under the Plan to holders of Revolving Facility Claims and Term Loan Facility Claims shall be made to, or to Entities at the direction of, the Holdings Credit Agreement Agent in accordance with the terms of the Plan and the Holdings Credit Agreement Documents. The Debtors, the Reorganized Debtors, and the Distribution Agent, as applicable, shall not incur any liability whatsoever on account of any distributions under the Plan.

Payment Process. All payments to be made by the Company shall be made without set-off, recoupment or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, fees, deductions, withholdings, restrictions or conditions of any nature.

This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles.