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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

\_\_\_\_\_\_\_\_\_\_\_\_\_\_

FORM 10-K

\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Mark One)

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  ☒   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 1, 2022

OR

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  ☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from\_\_\_\_\_ to \_\_\_\_\_
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Commission File Number: 001-39778

\_\_\_\_\_\_\_\_\_\_\_\_\_\_

![image](649ee4633a0ae37ad9659665ec145c620f43b107.jpg){width="0.46875in"
height="0.375in"}

Airbnb, Inc.

(Exact Name of Registrant as Specified in Its Charter)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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  Delaware      26-3051428   (State or Other Jurisdiction of Incorporation or Organization)      (I.R.S. Employer Identification No.)
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888 Brannan Street

San Francisco, California 94103

(Address of Principal Executive Offices)(Zip Code)

\(415\) 510-4027

(Registrant' Telephone Number, Including Area Code)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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  Securities registered pursuant to Section 12(b) of the Act:

  Title of Each Class                                           Trading Symbol(s)   Name of Each Exchange on Which Registered   Class A common stock, par value \$0.0001 per share   ABNB   The Nasdaq Stock Market
  ------------------------------------------------------------- ------------------- ------------------------------------------- ---------------------------------------------------- ------ ------------------------- -- -- --

Securities registered pur

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suant to Section 12(g) of the Act:

None

\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☒No ☐

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth co

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mpany. See the definitions of
"arge accelerated filer,""ccelerated filer,""maller reporting
company"and "merging growth company"in Rule 12b-2 of the Exchange Act.

  ------------------------- --- -- ------------------------- --- ----------------------- --- -- --------------------------- --- -- -- -- -- --

  Large accelerated filer   ☒      Accelerated filer         ☐   Non-accelerated filer   ☐      Smaller reporting company   ☐
                                   Emerging growth company   ☐
  ------------------------- --- -- ------------------------- --- ----------------------- --- -- --------------------------- --- -- -- -- -- --

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 3(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and
attestation to its management' assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant' executive officers
during the relevant recovery period pursuant to §40.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of June 30, 2022, the aggregate market value of the Class A common
stock held by non-affiliates of the registrant was approximately \$35.1
billion based upon the closing price reported for such date on the
NASDAQ Global Select Market.

As of February , 2023, 408,928,427 shares of the registrant\'s C

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lass A
common stock were outstanding 222,400,067 shares of the registrant\'s
Class B common stock were outstanding, no shares of the registrant'
Class C common stock were outstanding, and 9,200,000 shares of the
registrant' Class H common stock were outstanding.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not
set forth herein, is incorporated herein by reference from the
registrant' definitive proxy statement relating to the Annual Meeting of
Shareholders to be held in 2023, which definitive proxy statement shall
be filed with the Securities and Exchange Commission within 120 days
after the end of the fiscal year to which this Report relates.

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AIRBNB, INC.

TABLE OF CONTENTS

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                   PageItem 9C.

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Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of
1995, about us and our industry that involve substantial risks and
uncertainties. All statements other than statements of historical facts
contained in this Annual Report on Form 10-K, including statements
regarding our strategy, future financial condition, future operations,
projected costs, prospects, plans, objectives of management, and
expected market growth, are forward-looking statements. In some cases,
you can identify forward-looking statements because they contain words
such as
"ay,""ill,""hall,""hould,""xpects,""lans,""nticipates,""ould,""ntends,""arget,""rojects,""ontemplates,""elieves,""stimates,""redicts,""otential,""oal,""bjective,""eeks,"or
"ontinue"or the negative of these words or other similar terms or
expressions that concern our expectations, strategy, plans, or
intentions. Forward-looking statements contained in this Annual Report
on Form 10-K include, but are not limited to, statements about:

•the effects of macroeconomic conditions, including inflation,

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slower
growth or recession, higher interest rates, high unemployment and
currency fluctuations, on the demand for travel or similar experiences;

•the effects of supply constraints on availability of Host homes;

•our ability to effectively manage our exposure to fluctuations in
foreign currency exchange rates;

•the continued effects of the COVID-19 pandemic, including as a result
of new strains or variants of the virus, as well as other highly
infectious diseases, on our business, the travel industry, travel
trends, and the global economy generally;

•our expectations regarding our financial performance, including our
revenue, costs, Adjusted Earnings Before Interest, Taxes, Depreciation
and Amortization ("BITDA", and Free Cash Flow;

•our expectations regarding future operating performance, including
Nights and Experiences Booked, Gross Booking Value ("BV", Average Daily
Rates ("DR", and GBV per Night and Experience Booked;

•our ability to attract and retain Hosts and guests;

•our ability to compete in our industry;

•our expectations regarding the resilience of our model, including in
areas such as domestic travel, short-distance travel, travel outside of
top cities, and long-term stays;

•seasonality, including the return of pre-COVID-19 pandemic patterns of
seasonality, and the effects of seasonal trends on our results of
operations;

•our expectations regarding the impact of our marketing strategy, and
our ability to continue to attract guests and Hosts to our platform
through direct and unpaid channels;

•anticipated trends, developments, and challenges in our industry,
business, and the highly competitive markets in which we operate;

•our ability to anticipate market needs or develop new or enhanced
offerings and services to meet those needs;

•our ability to manage expansion into international markets and new
businesses;

•our ability to stay in compliance with laws and regulations that
currently apply or may become applicable to our business both in the
United States and internationally and our expectations regarding various
laws and restrictions that relate to our business;

•our expectations regarding our income tax liabilities, including
anticipated increases in foreign taxes, and the adequacy of our
reserves;

•our ability to effectively manage our growth and expand our
infrastructure and maintain our corporate culture, and our employee
ini

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tiatives;

•our ability to identify, recruit, and retain skilled personnel,
including key members of senior management;

•the safety, affordability, and convenience of our platform and our
offerings;

•our ability to successfully defend litigation brought against us;

•the sufficiency of our cash, cash equivalents, and investments to meet
our liquidity needs;

•our ability to maintain, protect, and enhance our intellectual
property;

•our ability to make required payments under our credit agreement and to
comply with the various requirements of our indebtedness;

•the impact of the ongoing military action between Russia and Ukraine on
our business;

•human capital management, including our Live and Work Anywhere policy
and diversity and belonging initiatives and commitments;

•environmental, social, and governance matters, including our Net Zero
emissions and climate-related initiatives and commitments; and

•our plan to make distributions to our Host Endowment Fund.

We caution you that the foregoing list does not contain all of the
forward-looking statements made in this Annual Report on Form 10-K. You
should not rely upon forward-looking statements as predictions of future
events. We have based the forward-looking statements contained in this
Annual Report on Form 10-K primarily on our current expectations,
estimates, forecasts, and projections about future events and trends
that we believe may affect our business, results of operations,
financial condition, and prospects. Although we believe that we have a
reasonable basis for each forward-looking statement contained in this
Annual Report on Form 10-K, we cannot guarantee that the future results,
levels of activity, performance, or events and circumstances reflected
in the forward-looking statements will be achieved or occur at all. The
outcome of the events described in these forward-looking statements is
subject to risks, uncertainties, and other factors described in the
section titled "isk Factors"and elsewhere in this Annual Report on Form
10-K. Moreover, we operate in a highly competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time, and
it is not possible for us to predict all risks and uncertainties that
could have an impact on the forward-looking statements contained in this
Annual Report on Form 10-K. The results, events, and circumstances
reflected in t

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he forward-looking statements may not be achieved or
occur, and actual results, events, or circumstances could differ
materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report on Form 10-K
relate only to events as of the date on which the statements are made
available. We undertake no obligation to update any forward-looking
statements made in this Annual Report on Form 10-K to reflect events or
circumstances after the date of this Annual Report on Form 10-K or to
reflect new information or the occurrence of unanticipated events,
except as required by law. We may not actually achieve the plans,
intentions, or expectations disclosed in our forward-looking statements,
and you should not place undue reliance on our forward-looking
statements. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint
ventures, or investments we may make.

1

In addition, statements that "e believe"and similar statements reflect
our beliefs and opinions on the relevant subject. These statements are
based upon information available to us as of the date of this Annual
Report on Form 10-K, and while we believe such information forms a
reasonable basis for such statements, such information may be limited or
incomplete, and our statements should not be read to indicate that we
have conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently
uncertain, and you are cautioned not to unduly rely upon these
statements.

You should read this Annual Report on Form 10-K and the documents that
we reference in this Annual Report on Form 10-K and have filed as
exhibits to this Annual Report on Form 10-K, completely and with the
understanding that our actual future results may be materially different
from what we expect. We qualify all of the forward-looking statements in
this Annual Report on Form 10-K by these cautionary statements.

Risk Factors Summary

The following is a summary of the principal risks that could materially
adversely affect our business, results of operations, and financial
condition, all of which are more fully described in the section titled
"isk Factors."This summary should be read in conjunction with the "isk
Factors"section and should not be relied upon as an exhaustiv

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e summary
of the material risks facing our business.

•Our revenue growth rate has slowed over time, and we expect it to
continue to slow in the future.

•If we fail to retain existing Hosts or add new Hosts, or if Hosts fail
to provide high-quality stays and experiences, our business, results of
operations, and financial condition would be materially adversely
affected.

•If we fail to retain existing guests or add new guests, our business,
results of operations, and financial condition would be materially
adversely affected.

•Any decline or disruption in the travel and hospitality industries or
economic downturn could materially adversely affect our business,
results of operations, and financial condition.

•The COVID-19 pandemic has materially adversely impacted, and may
continue to adversely impact, our business, results of operations, and
financial condition.

•We have previously incurred net losses and our Adjusted EBITDA and Free
Cash Flow have declined in prior periods. We may once again incur net
losses and experience a decline in Adjusted EBITDA and Free Cash, and we
may not be able to sustain profitability.

•The business and industry in which we participate are highlycompetitive, and we may be unable to compete successfully with our
current or future competitors.

•Laws, regulations, and rules that affect the short-term rental,
long-term rental, and home sharing business have limited and may
continue to limit the ability or willingness of Hosts to share their
spaces over our platform and expose our Hosts or us to significant
penalties, which have had and could continue to have a material adverse
effect on our business, results of operations, and financial condition.

•We are subject to a wide variety of complex, evolving, and sometimes
inconsistent and ambiguous laws and regulations that may adversely
impact our operations and discourage Hosts and guests from using our
platform, and that could cause us to incur significant liabilities
including taxes, compliance costs, fines, and criminal penalties, which
could have a material adverse effect on our business, results of
operations, and financial condition.

•Maintaining and enhancing our brand and reputation is critical to our
growth, and negative publicity could damage our brand and thereby harm
our ability to compete effectively, and could materially adversely
affect our business, results of o

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perations, and financial condition.

•If we are unable to manage the risks presented by our business model
internationally, our business, results of operations, and financial
condition would be materially adversely affected.

•The multi-series structure of our common stock has the effect of
concentrating voting control with certain holders of our common stock,
including our directors, executive officers, and 5% stockholders and
their respective affiliates, who held in the aggregate 92.1% of the
voting power of our capital stock as of December 31, 2022.

•We may have exposure to greater than anticipated income tax
liabilities. In December 2020, we received a Notice of Proposed
Adjustment ("OPA" from the IRS for the 2013 tax year proposing an
increase to our U.S. taxable income that could result in additional
income tax expense and cash tax liability of \$1.3 billion, plus
penalties and interest, which exceeds our current reserve recorded in
our consolidated financial statements by more than \$1.0 billion.

2

PART I

Item 1. Business

Overview

We are a community based on connection and belonging--- community that
was born in 2007 when two Hosts welcomed three guests to their San
Francisco home, and has since grown to over 4 million Hosts who have
welcomed over 1.4 billion guest arrivals to over 100,000 cities and
towns in almost every country and region across the globe. Hosts on
Airbnb are everyday people who share their worlds to provide guests with
the feeling of connection and being at home. We strive to connect people
and places.

Airbnb has five stakeholders and is designed with all of them in mind.
Along with employees and shareholders, we serve Hosts, guests, and the
communities in which they live. We intend to make long-term decisions
considering all of our stakeholders because their collective success is
key for our business to thrive.

A Resilient Model

As we look forward, we recognize the potential impact of the challenging
macroeconomic conditions, including inflation and rising interest rates,
potential decreased consumer spending, and the continued disruption of
the COVID-19 pandemic on travel across the world.

We believe we are well positioned for the road ahead due to our
adaptability and relentless innovation. First, our business model is
adaptable. We have nearly every type of space in nearly every location,
so however travel changes, we

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are able to adapt. Regardless of the
economic environment, our guests come to Airbnb because they can find
great value, and our Hosts can earn extra income. Second, we'e
relentlessly innovated while also staying focused and disciplined.
During the height of the pandemic, we made many difficult choices to
reduce our spending, making us a leaner and more focused company, and we
have kept this discipline ever since.

Our Long-Term Growth Strategy

Our strategy is to continue to invest in our key strengths:

•*Unlock more hosting.* We will continue to invest in growing the size
and quality of our Host community. We plan to attract more Hosts
globally by expanding use cases and supporting all different types of
Hosts, including those who host occasionally. We will also continue to
increase the support that we provide to our Hosts to deliver
high-quality stays and experiences for guests.

•*Grow and engage our guest community.* We intend to continue to attract
new guests to Airbnb and will continue to focus on engaging our existing
guests to return to book and to use Airbnb with more frequency. With new
behaviors developed during the COVID-19 pandemic, we believe the ways
that people approach work, living, and travel have fundamentally
changed. We believe there will be further opportunities to enhance our
offerings based on these new behaviors and attract more guests to our
platform.

•*Invest in our brand.* We intend to continue to invest in our brand to
educate new Hosts and guests on the benefits of Airbnb and the
uniqueness of our offerings. We will continue to leverage our brand
through a cohesive and integrated marketing strategy punctuated by our
two product launches per year.

•*Expand our global network.* We plan to expand our global network and
continue to partner with communities to update laws and regulations for
short-term rentals to allow more Hosts to join our platform.

•*Design new products and offerings.* Our innovations are focused on
improving our Host and guest experiences, making Airbnb more accessible
and appealing for new Hosts and guests and driving increased engagement
and loyalty with our existing community. We have made over 340 upgrades
to our platform over the past two years, making it even easier to host
and guests to book on Airbnb.

Our Platform

*Our Platform for Hosts*

We built our platform to seamlessly onboard new Hosts, espe

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cially those
who previously had not considered hosting. We partner with Hosts
throughout the process of setting up their listing and provide them with
a robust suite of tools to successfully manage their listings, including
scheduling, merchandising, integrated payments, community support, Host
protections, pricing guidance, and feedback from reviews. In November
2022, we launched Airbnb Setup, which is a new way to easily list a
home, with free one-to-one guidance from a Superhost Ambassador.

We count the number of Hosts on our platform based on the number of
users with available listings, defined as accommodations and experiences
that are viewable on our platform (excluding HotelTonight), as of a
certain date. We consider a listing of a home or an experience to be an
\"active listing\" if it is viewable on Airbnb and has been previously
booked at least once on Airbnb (excluding HotelTonight). In July 2022,
all of our mainland Chinese listings were taken down as part of our
decision to close the domestic business in China and instead focus on
the outbound China business. As of December 31, 2022, we had 6.6 million
active listings globally.

3

*Our Platform for Guests*

Our website and mobile apps provide our guests with an engaging way to
explore a wide variety of unique homes and experiences and an easy way
to book them. To better meet the needs of our guests in 2022, we
launched a new way to search on Airbnb designed around Airbnb
Categories, with over 60 new categories that organize homes based on
their style, location, or proximity to a travel activity. In June 2022,
we also launched travel insurance for guests to provide guests in
certain jurisdictions with the option to insure guest reservations
against certain risks associated with their bookings.

Our System of Trust

The system for trust that we have designed includes the following
components: Host and guest reviews, account protection, risk scoring,
secure payments, a nondiscrimination policy, watchlist and background
checks in certain jurisdictions, cleanliness, fraud and scam prevention,
insurance and similar protections, booking restrictions, an urgent
safety line, a 24/7 neighborhood support line, and a guest refund
policy.

We offer top-to-bottom protection for our Hosts through AirCover for
Hosts, which we expanded in November 2022. AirCover for Hosts includes,
among other features, guest

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property damage protection of up to \$3
million per stay, liability coverage to Hosts of up to \$1 million per
occurrence in the event of third-party claims of personal injury or
property damage, deep cleaning protection, and pet damage protection.

In addition to AirCover for Hosts, we introduced AirCover for guests in
May 2022. AirCover for guests provides guests with a booking protection
guarantee, a check-in guarantee, a "et-what-you-booked"guarantee, and a
24-hour safety support line.

We have new initiatives under development and will continue to create
additional features to strengthen the trust and safety on our platform.

Our Technology

Our technology platform powers our two-sided marketplace and enables our
global network of Hosts and guests. As of December 1, 2022, we had more
than 1,900 engineers within our product development organization. Given
the nature of the business, our technology platform has broad and
complex requirements:

•*Support of global payments*. It supports global payment capabilities;
multilingual, real-time, community safety and support; city-specific
regulatory support; and sophisticated anti-fraud and
anti-money-laundering measures.

•*Delivery of deep business insights*. It delivers deep business
intelligence insights to manage our marketplace, including pricing
insights and occupancy optimization for our Hosts.

•*Incorporation of sophisticated machine learning*. It incorporates
sophisticated machine learning to power key areas, from fraud detection,
to enabling customized and real-time community support.

•*Operation of a microservices architecture*. We operate a microservices
architecture and are evolving our foundational components to enable us
to move rapidly in response to evolving customer needs without
sacrificing correctness or stability.

As we continue to evolve our foundational technology, we are focused on
the following broad capabilities:

•Data management systems that continue to support user privacy,
analytics, machine learning, and business insights.

•Service reliability leading to best-in-class performance centered on
availability, latency, disaster recovery and business continuity,
security, testability, observability, operability, and agility.

•Cloud support focusing on robust capabilities for granular attribution
and usage patterns to realize efficiency gains.

These continued technology investments

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aim to ensure we have a robust
platform that allows us to more quickly adapt to the needs of our Hosts
and guests around the world and increase the productivity of our product
development organization.

Our Marketing

Our marketing strategy includes brand marketing, communications, and
performance marketing. Brand marketing increases awareness among
potential Hosts and guests, helping them understand the benefits of
hosting and booking stays and experiences, and what makes these stays
and experiences distinctly Airbnb. Our global communications team works
across press, policy, and influencers to share timely and important news
about Airbnb. They also oversee the execution of a global consumer,
product, corporate, and policy-communications plan that supports our
brand strategy and generates considerable press and social media
coverage. While performance marketing drives additional traffic from
high-intent prospective guests, the strength of the Airbnb brand and our
communications strategy allows us to be less reliant on performance
marketing.

Human Capital

We consider the management of our global talent to be essential to the
ongoing success of our business. As of December 1, 2022, we had 6,811
employees.

4

As of December 1, 2022, we relied on a global network of approximately
11,000 third-party contingent workers to handle the vast majority of our
community support contacts. Our internal community support employees are
comprised of operations teams who handle complex and sensitive issues,
and enablement teams who support all community-facing teams, including
our partners.

Attracting, recruiting, developing, and retaining diverse talent enables
us to provide our Hosts and guests with innovative products and services
as well as serve our other stakeholders. As of December 1, 2022, 49% of
our global employees identify in the gender binary as women and 16% of
our U.S.-based employees identify as under-represented minorities.
Through our hiring process, we commit to encouraging diversity and
eliminating bias, and we publish the changing demographic makeup of our
workforce to hold ourselves accountable. We are also focused on
supporting our employees across the full employee lifecycle from
recruitment to onboarding to ongoing development.

Given the productivity of our workforce throughout the COVID-19
pandemic, in April 2022, we announced our Live and Work

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Anywhere policy.
This policy allows for the vast majority of our employees to work
remotely on a permanent basis. We believe that expanding our talent pool
beyond the commuting radius near our offices will allow us to attract
the best and most diverse employees over time. We aim to create a highly
coordinated working culture, and as such, will continue to promote ways
to keep employees highly engaged and connected by aligning
employees'work through our roadmap, as well as curating employee
collaboration sessions either in the office or at off-site locations.

Climate Change

In 2021, we announced our commitment to operating as a Net Zero company
for our global corporate operations by 2030. To meet our goal, we have
committed to a number of steps, including reducing greenhouse gas
emissions associated with our corporate operations, and investing in
quality nature-based solutions to offset residual emissions. This
commitment is the latest step we are taking to help address the climate
crisis. In 2020 and 2021, we achieved 100 percent renewable energy in
our global offices, fulfilling a commitment we made in 2020, by
purchasing energy attribute certificates sufficient to match our global
electricity use for our corporate operations for those years.
Additionally, in early 2021, we became a founding participant in the
Lowering Emissions by Accelerating Forest Finance Coalition, a new
public-private initiative that has mobilized \$1 billion to fight
tropical deforestation.

Regulations

We are subject to laws, regulations, and rules that affect the
short-term rental and home sharing business at city, state, country, and
regional levels. While a number of cities and countries have implemented
legislation to address short-term rentals, there are many others that
are not yet explicitly addressing or enforcing short-term rental laws,
and could follow suit and enact regulations. We seek to work with
governments to establish clear, fair, and workable home sharing rules to
create clarity for our Hosts.

No single city represented more than 1.3% of our revenue before
adjustments for incentives and refunds during the year ended December 1,
2022 or 1.1% of our active listings as of December 1, 2022. Incentives
include our referral programs and marketing promotions to encourage the
use of our platform and attract new Hosts and guests, while our refunds
to Hosts and guests ar

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e part of our support activities. We do not
believe that the current regulations in our top 10 cities, in the
aggregate, have had or are expected to have a material adverse impact on
our results of operations and financial condition. We will continue to
collaborate with policymakers to implement sensible legislation around
the world.

In addition to laws, regulations, and rules directly applicable to the
short-term rental and home sharing business, we are subject to a wide
variety of laws, regulations and rules governing our business practices,
the Internet, e-commerce, and electronic devices, including those
relating to taxation, privacy, data privacy, data security, pricing,
content, advertising, discrimination, consumer protection, protection of
minors, copyrights, distribution, messaging, mobile communications,
electronic device certification, electronic waste, electronic contracts,
communications, Internet access, competition, and unfair commercial
practices. We are also subject to laws, regulations, and rules governing
the provision of online payment services, the design and operation of
our platform, and the operations, characteristics, and quality of our
platform and services. Additionally, we are subject to a variety of
taxes and tax collection obligations in the United States (federal,
state, and local) and numerous foreign jurisdictions.

Our payments platform is subject to various laws, rules, regulations,
policies, legal interpretations, and regulatory guidance, including
those governing: cross-border and domestic money transmission and funds
transfers; stored value and prepaid access; foreign exchange; data
privacy, data security, and cybersecurity; banking secrecy; payment
services (including payment processing and settlement services);
consumer protection; economic and trade sanctions; anti-corruption and
anti-bribery; and anti-money laundering and counter-terrorist financing.

Our business collects, processes and uses the personal data of
individuals across the globe. As a result, compliance with laws on data
privacy and data security regulating the storage, sharing, use,
processing, transfer, disclosure, and protection of personal data is
core to our strategy and integral to the creation of trust in our
platform. We take a variety of technical and organizational security
measures and other procedures and protocols to protect data, including

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data pertaining to Hosts, guests, employees, and others. Despite
measures we put in place, we may be unable to anticipate or prevent
unauthorized access to such data.

Legal requirements relating to the collection, storage, handling, use,
disclosure, transfer, and security of personal data continue to evolve,
and regulatory scrutiny in this area is increasing around the world.
This increases the complexity of compliance requirements, may limit
offerings, and result in additional expenses while also diverting
attention and resources from other projects. Regulators around the world
continue to propose more stringent data privacy and data security laws,
and these laws are rapidly increasing in number, complexity,
enforcement, fines, and penalties. Data privacy and data security laws
and their interpretations continue to develop and may be inconsistent
from jurisdiction to jurisdiction.

5

As we continue to expand the reach of our brand into additional markets,
we will be increasingly subject to additional laws, regulations, and
rules.

For additional information regarding these and other laws, regulations,
and rules that affect us and our business, see Note 12, *Commitments and
Contingencies --Legal and Regulatory Matters --Regulatory Matters* to
our consolidated financial statements included elsewhere in this Annual
Report on Form 10-K and Part I, Item 1A. Risk Factors of this Annual
Report on Form 10-K.

Seasonality

Our business is seasonal, reflecting typical travel behavior patterns
over the course of the calendar year. In a typical year, the first,
second, and third quarters have higher Nights and Experiences Booked
than the fourth quarter, as guests plan for travel during the peak
travel season, which is in the third quarter for North America and
Europe, the Middle East, and Africa ("MEA". Our key business metrics,
including Gross Booking Value ("BV" and Adjusted EBITDA, can also be
impacted by the timing of holidays and other events. We experience
seasonality in our GBV that is generally consistent with the seasonality
of Nights and Experiences Booked. Revenue and Adjusted EBITDA have
historically been, and are expected to continue to be, highest in the
third quarter when we have the most check-ins, which is the point at
which we recognize revenue. Seasonal trends in our GBV impact Free Cash
Flow for any given quarter. Our costs are relatively fixed a

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cross
quarters or vary in line with the volume of transactions, and we
historically achieve our highest GBV in the first and second quarters of
the year with comparatively lower check-ins. As a result, increases in
unearned fees generally make our Free Cash Flow and Free Cash Flow as a
percentage of revenue the highest in the first two quarters of the year.
We typically see a slight decline in GBV and a peak in check-ins in the
third quarter, which results in a decrease in unearned fees and lower
sequential level of Free Cash Flow, and a greater decline in GBV in the
fourth quarter, where Free Cash Flow is typically lower. As our business
matures, other seasonal trends may develop, or these existing seasonal
trends may become more extreme. See the section titled "anagement'
Discussion and Analysis of Financial Condition and Results of Operations
---Key Business Metrics and Non-GAAP Financial Measures"included in Item
7 of Part 2 of this Annual Report on Form 10-K for definitions of our
key business metrics.

While we saw COVID-19 distort the historical patterns of seasonality for
our GBV, revenue, Adjusted EBITDA, and Free Cash Flow in 2020 and 2021
as a result of travel restrictions and changing travel preferences
relating to the COVID-19 pandemic, we saw pre-pandemic patterns of
seasonality return in 2022.

Competition

We operate in a highly competitive environment. As we seek to expand our
community globally, we face competition in attracting Hosts and guests.

*Competition for Hosts*

We compete to attract and retain Hosts to and on our platform to list
their homes and experiences, as Hosts have a range of options for doing
so. We compete for Hosts based on many factors including the volume of
bookings generated by guests, ease of use of our platform, the service
fees we charge, Host protections, such as those included in AirCover for
Hosts, and our brand.

*Competition for Guests*

We compete to attract and retain guests to and on our platform, as
guests have a range of options to find and book accommodations and
experiences. We compete for guests based on many factors, including
unique inventory and availability of listings, the value and all-in cost
of Host offerings on our platform relative to other options, our brand,
ease of use of our platform, the trust and safety of our platform, and
community support.

Our competitors include:

•Online travel

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agencies ("TAs", such as Booking Holdings (including the
brands Booking.com, KAYAK, Priceline.com, and Agoda.com); Expedia Group
(including the brands Expedia, Vrbo, HomeAway, Hotels.com, Orbitz, and
Travelocity); Trip.com Group (including the brands Ctrip.com, Trip.com,
Qunar, Tongcheng-eLong, and SkyScanner); Hopper; Meituan Dianping;
Fliggy (a subsidiary of Alibaba); Despegar; MakeMyTrip; and other
regional OTAs;

•Internet search engines, such as Google, including its travel search
products; Baidu; and other regional search engines;

•Listing and meta search websites, such as TripAdvisor, Trivago,
Mafengwo, AllTheRooms.com, Hometogo, Holidu, and Craigslist;

•Hotel chains, such as Marriott, Hilton, Accor, Wyndham,
InterContinental, OYO, and Huazhu, as well as boutique hotel chains and
independent hotels;

•Property management companies, such as Vacasa, Sonder, Inspirato,
Evolve, Awaze, and other regional property management companies; and

•Online platforms offering experiences, such as Viator, GetYourGuide,
Klook, Traveloka, TUI Musement, and KKDay.

Our Intellectual Property

Our intellectual property is an important component of our business. To
establish and protect our pro

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prietary rights, we rely on a combination
of patents, trademarks, copyrights, domain names, social media handles,
know-how, license agreements, confidentiality procedures, non-disclosure
agreements with third parties, employee disclosure and invention
assignment agreements, and other intellectual property and contractual
rights.

We have a substantial patent portfolio, consisting of issued patents and
pending patent applications from the United States and multiple foreign
jurisdictions. The portfolio includes both organically grown patent
assets and a large number of assets acquired from IBM as part of a

6

2020 patent litigation settlement. We own a trademark portfolio with
protections in more than 170 countries in which we currently operate for
our primary brands ---AIRBNB and our Béo logo. Additionally, we own
trademark protections around the world for other brands or protectable
brand elements important to our business, including but not limited to
Rausch, our primary corporate color, localizations, translations, and
transliterations of our primary brands, and brands associated with
businesses we have acquired. We have registered domain names that we use
in or relate to our business, such as the airbnb.com domain name and
country code top level domain name equivalents.

Available Information

Our website address is www.airbnb.com. Information contained on, or that
can be accessed through, our website does not constitute part of this
Annual Report on Form 10-K. The U.S. Securities and Exchange Commission
("EC" maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that
file electronically with the SEC at www.sec.gov. Our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and amendments to reports filed or furnished pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934, as amended, (the
"xchange Act" are also available free of charge on our investor
relations website (investors.airbnb.com) as soon as reasonably
practicable after we electronically file such material with, or furnish
it to, the SEC.

We webcast our quarterly results calls and certain events we participate
in or host with members of the investment community on our investor
relations website. Additionally, we provide notifications of news or
announcements regarding o

airbnb.txt

ur financial performance, including SEC
filings, investor events, and press and earnings releases, as part of
our investor relations website. The contents of these websites are not
intended to be incorporated by reference into this report or in any
other report or document we file.

7

Item 1A. Risk Factors

*Our business, operations, and financial results are subject to various
risks and uncertainties, including those described below, that could
materially adversely affect our business, results of operations,
financial condition, and the trading price of our Class A common stock.
The following material factors, among others, could cause our actual
results to differ materially from historical results and those expressed
in forward-looking statements made by us or on our behalf in filings
with the SEC, press releases, communications with investors, and oral
statements.*

*Risks Related to Our Business*

*Our revenue growth rate has slowed over time, and we expect it to
continue to slow in the future.*

We have experienced significant revenue growth in the past; however, our
revenue growth rate has slowed over time and there is no assurance that
historic growth rates will return. Ourfuture revenue growth depends on
the growth of supply and demand for listings on our platform, and our
business is affected by general economic and business conditions
worldwide as well as trends in the global travel and hospitality
industries and the short and long-term accommodation regulatory
landscape. In addition, we believe that our revenue growth depends upon
a number of factors, including:

•global macroeconomic conditions, including inflation and rising
interest rates and recessionary concerns;

•our ability to retain and grow the number of guests and Nights and
Experiences Booked;

•our ability to retain and grow the number of Hosts and the number of
available listings on our platform;

•events beyond our control such as pandemics and other health concerns,
restrictions on travel and immigration, political, social or economic
instability, including international disputes, war, or terrorism, trade
disputes, economic downturns, and the impact of climate change on travel
including the availability of preferred destinations and the increase in
the frequency and severity of weather-related events, including fires,
floods, droughts, extreme temperatures and ambient temperature

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increases, severe weather, and other natural disasters, and the impact
of other climate change on seasonal destinations;

•competition;

•the legal and regulatory landscape and changes in the application of
existing laws and regulations or adoption of new laws and regulations
that impact our business, Hosts, and/or guests, including changes in
short-term occupancy, tax laws, and real estate broker laws;

•the attractiveness of home sharing to prospective Hosts and guests;

•the level of consumer awareness and perception of our brand;

•our ability to build and strengthen trust and safety on our platform
and among members of our community;

•the level of spending on brand and performance marketing to attract
Hosts and guests to our platform;

•our ability to grow new offerings and tiers and to deepen our presence
in certain geographies;

•timing, effectiveness, and costs of expansion and upgrades to our
platform and infrastructure;

•the COVID-19 pandemic or any future pandemic or epidemic and its impact
on the travel and accommodations industries; and

•other risks described elsewhere in this Annual Report on Form 10-K.

A softening of demand, whether caused by events outside of our control,
such as the ongoing COVID-19 pandemic, challenging macroeconomic
conditions, changes in Host and guest preferences, any of the other
factors described above, or in this Annual Report on Form 10-K or
otherwise, may result in decreased revenue and our business, results of
operations, and financial condition would be materially adversely
affected.

*If we fail to retain existing Hosts or add new Hosts, or if Hosts fail
to provide high-quality stays and experiences, our business, results of
operations, and financial condition would be materially adversely
affected.*

Our business depends on Hosts maintaining their listings on our platform
and engaging in practices that encourage guests to book those listings,
including increasing the number of nights and experiences that are
available to book, providing timely responses to inquiries from guests,
offering a variety of desirable and differentiated listings at
competitive prices that meet the expectations of guests, and offering
exceptional hospitality, services, and experiences to guests. These
practices are outside of our direct control. If Hosts do not establish
or maintain a sufficient number of listings and availability f

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or
listings, the number of Nights and Experiences Booked declines for a
particular period, or the price charged by Hosts declines, our revenue
would decline and our business, results of operations, and financial
condition would be materially adversely affected.

Hosts manage and control their spaces and experiences and typically
market them on our platform with no obligation to make them available to
guests for specified dates and with no obligation to accept bookings
from prospective guests. We have had many Hosts list their properties on
our platform in one period and cease to offer these properties in
subsequent periods for a variety of reasons. While we plan to continue
to invest in our Host community and in tools to assist Hosts, these
investments may not be successful in growing our Hosts and listings on
our platform. In addition, Hosts may not establish or maintain listings
if we cannot attract prospective guests to our platform and generate
bookings from a large number of guests. If we are unable to retain
existing Hosts or add new Hosts, or if Hosts elect to market their
listings exclusively with a competitor or cross-list with a competitor,
we may be unable to offer a sufficient supply and variety of properties
or experiences to attract guests to use our platform. In particular, it
is critical that we continue to attract and retain individual Hosts who
list their spaces, including private rooms, primary homes, or vacation
homes, on Airbnb. We attract individual Hosts predominantly through
organic channels such as word of mouth and our strong brand recognition.
If we are unable to attract and retain individual Hosts in a
cost-effective manner, or at all, our business, results of operations,
and financial condition would be materially adversely affected.

Professional Hosts, including property management companies, serviced
apartment providers, and boutique hotels, expand the types of listings
available to our guests. These professional Hosts often list on our
platform as well as on the platforms of our competitors. We do not

8

control whether professional Hosts provide us with a sizable allocation
of rooms and competitive pricing relative to the same properties listed
with other services. If we are not able to effectively deploy
professional tools, application programming interfaces, and payment
processes, work with third-party channel managers, a

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nd develop effective
sales and account management teams that address the needs of these
professional Hosts, we may not be able to attract and retain
professional Hosts. If our fee structure and payment terms are not as
competitive as those of our competitors, these professional Hosts may
choose to provide less inventory and availability with us. Historically,
we have seen an increase in the number of, and revenue from,
professional Hosts on our platform. The uniqueness of listings on our
platform will be negatively impacted if the number of individual Hosts
does not grow at the same rate.

In addition, the number of listings on Airbnb may decline as a result of
a number of other factors affecting Hosts, including: the COVID-19
pandemic; enforcement or threatened enforcement of laws and regulations,
including short-term occupancy and tax laws; private groups, such as
homeowners, landlords, and condominium and neighborhood associations,
adopting and enforcing contracts that prohibit or restrict home sharing;
leases, mortgages, and other agreements, or regulations that purport to
ban or otherwise restrict home sharing; Hosts opting for long-term
rentals on other third-party platformsas an alternative to listing on
our platform; economic, social, and political factors; perceptions of
trust and safety on and off our platform; negative experiences with
guests, including guests who damage Host property, throw unauthorized
parties, or engage in violent and unlawful acts; and our decision to
remove Hosts from our platform for not adhering to our Host standards or
other factors we deem detrimental to our community.

We believe that our Host protection programs, including those provided
through AirCover for Hosts, are integral to retaining and acquiring
Hosts. AirCover for Hosts includes but is not limited to our Host Damage
Protection program, which protects Hosts against guest property damage
of up to \$3 million, and our Host Liability Insurance and Experiences
Liability Insurance, which provide liability insurance of up to \$1
million, to protect our Hosts against qualifying third-party claims for
personal injury or property damage. If we discontinue these programs or
these programs prove less effective, whether because our payouts under
these programs or our insurance premiums become cost prohibitive or for
any other reason, then the number of Hosts who list with

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us may decline.

In addition, we have incurred, and may continue to incur, higher than
normal payments via refunds and travel credit issuance to guests who
cancel for reasons related to COVID-19. Hosts and guests whose
reservations are canceled under our extenuating circumstances policy,
including for reasons related to COVID-19, have had and may continue to
have a negative view of such policy and may experience negative
financial impacts as a result of such cancellations. This could
materially negatively impact our relationship with our Hosts and guests,
resulting in Hosts leaving our platform, removing their listings, and/or
offering less availability, or fewer repeat guests, which in turn could
have a material adverse impact on our business, results of operations,
and financial condition.

*If we fail to retain existing guests or add new guests, our business,
results of operations, and financial condition would be materially
adversely affected.*

Our success depends significantly on existing guests continuing to book
and attracting new guests to book on our platform. Our ability to
attract and retain guests could be materially adversely affected by a
number of factors discussedelsewhere in these "isk Factors,"including:

•events beyond our control such as the ongoing COVID-19 pandemic, other
pandemics and health concerns, restrictions on travel, immigration,
trade disputes, economic downturns, and the impact of climate change on
travel including the availability of preferred destinations and the
increase in the frequency and severity of weather-related events,
including fires, floods, droughts, extreme temperatures and ambient
temperature increases, severe weather and other natural disasters, and
the impact of other climate change on seasonal destinations;

•political, social, or economic instability;

•Hosts failing to meet guests'expectations, including increased
expectations for cleanliness in light of the COVID-19 pandemic;

•increased competition and use of our competitors'platforms and
services;

•Hosts failing to provide differentiated, high-quality, and an adequate
supply of stays or experiences at competitive prices;

•guests not receiving timely and adequate community support from us;

•our failure to provide new or enhanced offerings, tiers, or features
that guests value;

•declines or inefficiencies in our marketing efforts;

•negative assoc

airbnb.txt

iations with, or reduced awareness of, our brand;

•actual or perceived discrimination by Hosts in deciding whether to
accept a requested reservation;

•negative perceptions of the trust and safety on our platform; and

•macroeconomic and other conditions outside of our control affecting
travel and hospitality industries generally.

In addition, if our platform is not easy to navigate, guests have an
unsatisfactory sign-up, search, booking, or payment experience on our
platform, the listings and other content provided on our platform is not
displayed effectively to guests, we are not effective in engaging guests
across our various offerings and tiers, or we fail to provide an
experience in a manner that meets rapidly changing demand, we could fail
to convert first-time guests and fail to engage with existing guests,
which would materially adversely affect our business, results of
operations, and financial condition.

*Any decline or disruption in the travel and hospitality industries or
economic downturn could materially adversely affect our business,
results of operations, and financial condition.*

Our financial performance is dependent on the strength of the travel and
hospitality industries. The outbreak of COVID-19 and emergence of its
variants caused many governments to implement quarantines and
significant restrictions on travel or to advise that people remain at
home where possible and avoid crowds, which has had a particularly
negative impact on cross-border travel. Other events beyond our control,
such as unusual or extreme weather or natural disasters, such as
earthquakes, hurricanes, fires, tsunamis, floods, severe weather,
droughts, extreme temperatures and ambient temperature increases, and
volcanic eruptions, the frequency and severity of which may be
increasingly impacted by climate change in future years (although it is
currently impossible to predict with accuracy the scale of such

9

impact), and travel-related health concerns including pandemics and
epidemics such as Ebola, Zika, and Middle East Respiratory Syndrome,
restrictions related to travel including COVID-19 related vaccination
requirements, trade or immigration policies, wars, such as the ongoing
military action between Russia and Ukraine, terrorist attacks, sources
of political uncertainty, political unrest, protests, violence in
connection with political or social events, fore

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ign policy changes,
regional hostilities, flight capacity restrictions, immigration
restrictions (including backlogs on passport renewals or limitations on
visa grants), imposition of taxes or surcharges by regulatory
authorities, changes in regulations, policies, or conditions related to
sustainability, including climate change and climate-related migration,
work stoppages, labor unrest, or travel-related accidents can disrupt
travel globally or otherwise result in declines in travel demand.
Because many of these events or concerns, and the full impact of their
effects, are largely unpredictable, they can dramatically and suddenly
affect travel behavior by consumers, and therefore demand for our
platform and services, which could materially adversely affect our
business, results of operations, and financial condition. In addition,
increasing awareness of the impact of air travel on climate change and
the impact of over-tourism may adversely impact the travel and
hospitality industries and demand for our platform and services, whether
due to the imposition of policies and regulations or changing societal
attitudes towards travel.

Additionally, the impact of macroeconomic conditions, including adverse
economic conditions, are highly uncertain and cannot be predicted. Our
financial performance is subject to global economic conditions and their
impact on levels of discretionary consumer spending. Some of the factors
that have an impact on discretionary consumer spending include general
economic conditions, worldwide or regional recession, unemployment,
consumer debt, reductions in net worth, fluctuations in exchange rates,
inflation, residential real estate and mortgage markets, taxation,
energy prices, interest rates, consumer confidence, tariffs, and other
macroeconomic factors. Additional adverse macroeconomic conditions,
including inflation, slower growth or recession, higher interest rates,
high unemployment, and currency fluctuations can adversely affect
consumer confidence in spending and materially adversely affect the
demand for travel or similar experiences. Additionally, consumer
confidence and spending can be materially adversely affected in response
to financial market volatility, negative financial news, conditions in
the real estate and mortgage markets, declines in income or asset
values, energy shortages or cost increases, labor and healthcare

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costs,
and other economic factors. These factors may affect demand for our
offerings, and uncertainty about global or regional economic conditions
can also have a negative adverse impact on the number of Hosts and
guests who use our platform. Consumer preferences tend to shift to
lower-cost alternatives during recessionary periods and other periods in
which disposable income is adversely affected, which could lead to a
decline in the bookings and prices for stays and experiences on our
platform and an increase in cancellations, and thus result in lower
revenue. Leisure travel in particular, which accounts for a substantial
majority of our current business, is dependent on discretionary consumer
spending levels. Downturns in worldwide or regional economic conditions
have led to a general decrease in leisure travel and travel spending in
the past, and similar downturns in the future may materially adversely
impact demand for our platform and services. Such a shift in consumer
behavior would materially adversely affect our business, results of
operations, and financial condition.

*The COVID-19 pandemic has materially adversely impacted, and may
continue to adversely impact, our business, results of operations, and
financial condition.*

Since early 2020, the world has been and continues to be impacted by
COVID-19 and its variants. Government regulations in response to the
pandemic and changes in social behaviors have closed or limited certain
government functions, businesses, or have otherwise limited social or
public gatherings. Such mitigation measures that have impacted our
business include travel restrictions or quarantine and shelter-in-place
orders. These responses, which continue to shift as variants or
outbreaks of COVID-19 continue to develop, have had and may continue to
have a material adverse impact on our business and operations and on
travel behavior and demand.

Global economic conditions and consumer trends have shifted since early
2020 in response to the COVID-19 pandemic, and continue to persist and
may have a long-lasting adverse impact on us and the travel industry
independently of the progress of the pandemic.

The extent of the continued impact of the COVID-19 pandemic or any
future pandemic or epidemic on our business and financial results will
depend largely on future developments globally and within the United
States, the prevalence o

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f local, national, and international travel
restrictions (including new or reinstated restrictions as a result of
COVID-19 variants or other highly infectious diseases), vaccination
requirements in connection with travel, and impacts and fluctuations in
demand for travel, including air travel or gas prices. To the extent the
COVID-19 pandemic continues to impact our business, results of
operations, and financial condition, it may also have the effect of
heightening many of the other risks described in these "isk Factors"or
elsewhere in this Annual Report on Form 10-K. Any of the foregoing
factors, or other cascading effects of the COVID-19 pandemic or any
future pandemic or epidemic and changes in macroeconomic conditions that
are not currently foreseeable, may materially adversely impact our
business, results of operations, and financial condition.

*We have previously incurred net losses and our Adjusted EBITDA and Free
Cash Flow have declined in prior periods. We may once again incur net
losses and see a decline in Adjusted EBITDA and Free Cash Flow and we
may not be able to sustain profitability.*

Although we had net income of \$1.9 billion for the year ended December
31, 2022, we incurred net losses of \$4.6 billion and \$352.0 million
for the years ended December 1, 2020 and 2021, respectively. As of
December 1, 2022, we had an accumulated deficit of \$6.0 billion. Any
failure to increase our revenue or any failure to manage an increase in
our operating expenses could prevent us from sustaining profitability as
measured by net income, operating income, or Adjusted EBITDA.

Additionally, stock-based compensation expense related to restricted
stock units ("SUs" and other equity awards will continue to be a
significant expense in future periods. In addition, in the first quarter
of 2022, we began using corporate cash to make required tax payments
associated with the vesting of employee RSUs and withhold a
corresponding number of shares from employees. We anticipate that we
will spend substantial funds to satisfy tax withholding and remittance
obligations when we settle employee RSUs.

Although we had positive Adjusted EBITDA of \$1.6 billion and \$2.9
billion for the years ended December 31, 2021 and 2022, respectively, we
had negative Adjusted EBITDA of \$(251.0) million for the year ended
December 31, 2020. Our Free Cash Flow was \$(777.9) million, \$2

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.3
billion, and \$3.4 billion for the years ended December 31, 2020, 2021
and 2022, respectively. While our Adjusted EBITDA and Free Cash Flow
increased in 2021 and 2022, we may experience declines in Adjusted
EBITDA and Free Cash Flow in the future. Adverse developments in our

10

business, including lower than anticipated revenue, higher than
anticipated operating expenses, impacts of the ongoing COVID-19 pandemic
and net unfavorable changes in working capital, could result in a
negative trend in our Adjusted EBITDA and Free Cash Flow. If our future
Adjusted EBITDA or Free Cash Flow fail to meet investor or analyst
expectations, it is likely to have a materially adverse effect on our
stock price. Adjusted EBITDA and Free Cash Flow are supplemental metrics
that are not calculated and presented in accordance with generally
accepted accounting principles in the United States of America (".S.
GAAP"or "AAP". See the section titled "anagement' Discussion and
Analysis of Financial Condition and Results of Operations ---Key
Business Metrics and Non-GAAP Financial Measures"for a reconciliation of
Adjusted EBITDA and Free Cash Flow to the most directly comparable
financial measure statedin accordance with GAAP and for additional
information.

*The business and industry in which we participate are highly
competitive, and we may be unable to compete successfully with our
current or future competitors.*

We operate in a highly competitive environment and we face significant
competition in attracting Hosts and guests.

•Hosts. We compete to attract, engage, and retain Hosts on our platform
to list their spaces and experiences. Hosts have a range of options for
listing their spaces and experiences, both online and offline. It is
also common for Hosts to cross-list their offerings. We compete for
Hosts based on many factors, including the volume of bookings generated
by our guests; ease of use of our platform (including onboarding,
community support, and payments); the service fees we charge; Host
protections, such as our Host Liability Insurance, Experiences Liability
Insurance, and Host Damage Protection program; and our brand.

•Guests. We compete to attract, engage, and retain guests on our
platform. Guests have a range of options to find and book spaces, hotel
rooms, serviced apartments, and other accommodations and experiences,
both online and offline. We compete

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for guests based on many factors,
including unique inventory and availability of listings, the value and
all-in cost of our offerings relative to other options, our brand, ease
of use of our platform, the relevance and personalization of search
results, the trust and safety of our platform, and community support.

We believe that our competitors include:

•OTAs such as Booking Holdings (including the brands Booking.com, KAYAK,
Priceline.com, and Agoda.com); Expedia Group (including the brands
Expedia, Vrbo, HomeAway, Hotels.com, Orbitz, and Travelocity); Trip.com
Group (including the brands Ctrip.com, Trip.com, Qunar, Tongcheng-eLong,
and SkyScanner); Hopper; Meituan Dianping; Fliggy (a subsidiary of
Alibaba); Despegar; MakeMyTrip; and other regional OTAs;

•Internet search engines, such as Google, including its travel search
products; Baidu; and other regional search engines;

•Listing and meta search websites, such as TripAdvisor, Trivago,
Mafengwo, AllTheRooms.com, Hometogo, Holidu, and Craigslist;

•Hotel chains, such as Marriott, Hilton, Accor, Wyndham,
InterContinental, OYO, and Huazhu, as well as boutique hotel chains and
independent hotels;

•Property management companies,such as Vacasa, Sonder, Inspirato,
Evolve, Awaze, and other regional property management companies; and

•Online platforms offering experiences, such as Viator, GetYourGuide,
Klook, Traveloka, TUI Musement, and KKDay.

Our competitors are adopting aspects of our business model, which could
affect our ability to differentiate our offerings from competitors.
Increased competition could result in reduced demand for our platform
from Hosts and guests, slow our growth, and materially adversely affect
our business, results of operations, and financial condition.

Many of our current and potential competitors enjoy substantial
competitive advantages over us, such as greater name and brand
recognition, longer operating histories, larger marketing budgets, and
loyalty programs, as well as substantially greater financial, technical,
and other resources. In addition, our current or potential competitors
have access to larger user bases and/or inventory for accommodations,
and may provide multiple travel products, including flights. As a
result, our competitors may be able to provide consumers with a better
or more complete product experience and respond more quickly and
effectively than we ca

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n to new or changing opportunities, technologies,
standards, or Host and guest requirements or preferences. The global
travel industry has experienced significant consolidation, and we expect
this trend may continue as companies attempt to strengthen or hold their
market positions in a highly competitive industry. Consolidation amongst
our competitors will give them increased scale and may enhance their
capacity, abilities, and resources, and lower their cost structures. In
addition, emerging start-ups may be able to innovate and focus on
developing a new product or service faster than we can or may foresee
consumer need for new offerings or technologies before we do.

There are now numerous competing companies that offer homes for booking,
which may be cross-listed on our platform, listed on competing
platforms, and/or available through direct booking sites. Some of these
competitors also aggregate property listings obtained through various
sources, including the websites of property managers. Some of our Hosts
have chosen to cross-list their properties, which reduces the
availability of such properties on our platform. When properties are
cross-listed, the price paid by guests onour platform may be or may
appear to be less competitive for a number of reasons, including
differences in fee structure and policies, which may cause guests to
book through other services, which could materially adversely affect our
business, results of operations, and financial condition. Certain
property managers reach out to our Hosts and guests to incentivize them
to list or book directly with them and bypass our platform, and certain
Hosts may encourage transactions outside of our platform, which reduces
the use of our platform and services.

Some of our competitors or potential competitors have more established
or varied relationships with consumers than we do, and they could use
these advantages in ways that could affect our competitive position,
including by entering the travel and accommodations businesses. For
example, some competitors or potential competitors are creating
"uper-apps"where consumers can use many online services without leaving
that company' app, e.g., in particular regions, such as Asia, where
e-commerce transactions are conducted primarily through apps on mobile
devices. If any of these platforms are successful in offering services
similar to ours to c

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onsumers, or if we are unable to offer our services
to consumers within these super-apps, our customer acquisition efforts
could be less effective and our customer acquisition costs,

11

including our brand and performance marketing expenses, could increase,
any of which could materially adversely affect our business, results of
operations, and financial condition. We also face increasing competition
from search engines including Google. How Google presents travel search
results, and its promotion of its own travel meta-search services, such
as Google Travel and Google Vacation Rental Ads, or similar actions from
other search engines, and their practices concerning search rankings,
could decrease our search traffic, increase traffic acquisition costs,
and/or disintermediate our platform. These parties can also offer their
own comprehensive travel planning and booking tools, or refer leads
directly to suppliers, other favored partners, or themselves, which
could also disintermediate our platform. In addition, if Google or Apple
use their own mobile operating systems or app distribution channels to
favor their own or other preferred travel service offerings, or impose
policies thateffectively disallow us to continue our full product
offerings in those channels, it could materially adversely affect our
ability to engage with Hosts and guests who access our platform via
mobile apps or search.

*Laws, regulations, and rules that affect the short-term rental,
long-term rental, and home sharing business have limited and may
continue to limit the ability or willingness of Hosts to share their
spaces over our platform and expose our Hosts or us to significant
penalties, which have had and could continue to have a material adverse
effect on our business, results of operations, and financial condition.*

Since we began our operations in 2008, there have been and continue to
be legal and regulatory developments that affect the short-term rental,
long-term rental, and home sharing business. Hotels and groups
affiliated with hotels have engaged and will likely continue to engage
in various lobbying and political efforts for stricter regulations
governing our business in both local and national jurisdictions. Other
private groups, such as homeowners, landlords, and condominium and
neighborhood associations, have adopted contracts or regulations that
purport to ban or oth

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erwise restrict short-term rentals, and third-party
lease agreements between landlords and tenants, home insurance policies,
and mortgages may prevent or restrict the ability of Hosts to list their
spaces. These groups and others cite concerns around affordable housing
and over-tourism in major cities among other issues, and some state and
local governments have implemented or considered implementing rules,
ordinances, or regulations governing the short-term or long-term rental
of properties and/or home sharing. For example, in December 2021, the
European Commission closed a consultation in relation to a potential EU
Short Term Rental Instrument which, if enacted, could have a material
impact on the way short-term rentals are regulated in the European Union
and the obligations on platforms (including around data sharing or the
need to enforce registration schemes). In response, in November 2022,
the European Commission proposed a regulation intended to enhance and
harmonize transparency, registration, and reporting requirements for
short term rental platforms. Specific obligations include steps to
enhance the transparency of certain host information on the platform
(such as host registration numbers where required locally) and reporting
by the platform to local authorities (including, for example, Host
information, length of stay, and number of guests). If enacted, this
regulation could have a material impact on the way short-term rentals
are regulated in the European Union and would require additional
resources to assess our compliance and make appropriate adjustments in
order to comply with its requirements. This regulation is intended to
complement the DSA (defined below), such that relevant platforms,
including ours, will be subject to both of these pieces of legislation.

Legislation in other regions also could have a material impact on the
way short-term and long-term rentals are regulated. Such regulations
include ordinances that restrict or ban Hosts from short-term rentals or
long-term rentals, set annual caps on the number of days Hosts can share
their homes, require Hosts to register with the municipality or city, or
require Hosts to obtain permission before offering short-term rentals,
or impose obligations on us to assist in the enforcement of these
regulations. For example, in New York City a law enacted in 2022 limits
the properties that can h

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ost short-term rentals. It also contains
several new obligations for short-term rental hosts and platforms. In
addition, some jurisdictions regard short-term rental or home sharing as
"otel use"and claim that such use constitutes a conversion of a
residential property to a commercial property. In November 2022, the
Digital Services Act (the "SA" came into force. The majority of the
substantive provisions of the DSA will begin to take effect between 2023
and 2024. The DSA will govern, among other things, potential liability
for illegal content on platforms, the traceability of traders, and
transparency reporting obligations, including information on "onthly
active recipients"in the European Union. The DSA may increase our
compliance costs and require additional resources as well as changes to
our processes and operations. Macroeconomic pressures and public policy
concerns could continue to lead to new laws and regulations, or
interpretations of existing laws and regulations, or widespread
enforcement actions that limit the ability of Hosts to share their
spaces. If laws, regulations, rules, or agreements significantly
restrict or discourage Hosts in certain jurisdictions from sharing their
properties, it would have a material adverse effect on our business,
results of operations, and financial condition.

While a number of cities and countries have implemented legislation to
address short-term rentals, there are many others that are not yet
explicitly addressing or enforcing short-term rental or long-term rental
laws, and could follow suit and enact regulations with direct
requirements on platforms such as Airbnb. New laws, regulations,
government policies, or changes in their interpretations in the over
100,000 cities and towns where we operate entail significant challenges
and uncertainties. In the event of any such changes, pre-existing
bookings may not be honored and current and future listings and bookings
could decline significantly, and our relationship with our Hosts and
guests could be negatively impacted, which would have a materially
adverse effect on our business, results of operations, and financial
condition. For example, if new regulations requiring us to share Host
data with such governmental organizations or to ensure that Hosts have a
registration or permit number before publishing their listings or some
other form of regulation are implemen

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ted, our revenue from listings
there may be substantially reduced due to the departure from our
platform of Hosts who do not wish to share their data or to obtain a
registration or permit number. A reduction in supply and cancellations
could make our platform less attractive to guests, and any reduction in
the number of guests could further reduce the number of Hosts on our
platform.

While we seek to work with governments, we have in the past been, and
are likely in the future to become, involved in disputes with government
agencies regarding such laws and regulations. For example, some
governments have attempted to impose fines on us regarding what they
contend is illegal offering of short-term accommodations in violation of
applicable laws. Certain jurisdictions have adopted laws and regulations
that seek to impose various types of taxes, including lodging taxes,
often known as transient or occupancy taxes, on our guests, collection
and remittance obligations on our Hosts and/or us, and withholding
obligations on us, as more fully described in our risk factor titled
"---Uncertainty in the application of taxes to our Hosts, guests, or
platform could increase our tax liabilities and may discourage Hosts and
guests from conducting business on our platform."In addition, some third
parties and regulators have asserted and may in the future assert that
we, through our operations, are subject to regulations with respect to
short-term rentals, Host registration, licensing, and other requirements
for the listing of accommodations and experiences, such as real estate
broker or agent

12

licenses, travel agency licenses, e-commerce platform operator, and
insurance-related licenses. We could be held liable and incur
significant financial and potential criminal penalties if we are found
to have violated any of these regulations. In certain jurisdictions, we
have resolved disputes concerning the application of these laws and
regulations by agreeing, among other things, to remove listings from our
platform at the request of government entities, to require Hosts to
enter a permit or registration number or take other action before
publishing listings on our platform, to share certain data with
government agencies to assist in the enforcement of limits on short-term
or long-term rentals as well as the enforcement of safety regulations,
and to implement measures to confirm

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to the government that Hosts are
operating in compliance with applicable law. When a government agency
seeks to apply laws and regulations in a manner that limits or curtails
Hosts'or guests'ability or willingness to list and search for
accommodations in that particular geography, we have attempted and may
continue to attempt through litigation or other means to defend against
such application of laws and regulations, but have sometimes been and
may continue to be unsuccessful in certain of those efforts. Further, if
we or our Hosts and guests were required to comply with laws and
regulations, government requests, or agreements with government agencies
that adversely impact our relations with Hosts and guests, our business,
results of operations, and financial condition would be materially
adversely affected. Moreover, if we enter an agreement with a government
or governmental agency to resolve a dispute, the terms of such agreement
may be publicly available and could create a precedent that may lead to
similar disputes in other jurisdictions and may put us in a weaker
bargaining position in future disputes with other governments.

*We are subject to a wide variety of complex, evolving, and sometimes
inconsistent and ambiguous laws and regulations that may adversely
impact our operations and discourage Hosts and guests from using our
platform, and that could cause us to incur significant liabilities
including taxes, compliance costs, fines, and criminal penalties, which
could have a material adverse effect on our business, results of
operations, and financial condition.*

Hosts list, and guests search for, stays and experiences on our platform
in more than 220 countries and regions, and in over 100,000 cities and
towns throughout the world. There are national, state, local, and
foreign laws and regulations in jurisdictions that relate to or affect
our business. Moreover, the laws and regulations of each jurisdiction in
which we operate are distinct and may result in inconsistent or
ambiguous interpretations among local, regional, or national laws or
regulations applicable to our business. Compliance with laws and
regulations of different jurisdictions imposing varying standards and
requirements is burdensome for businesses like ours, imposes added cost
and increases potential liability to our business, and makes it
difficult to realize business efficiencies

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and economies of scale. For
example, we incur significant operational costs to comply with
requirements of jurisdictions and cities that have disparate
requirements around tax collection, tax reporting, Host registration,
limits on lengths of stays, and other regulations, each of which require
us to dedicate significant resources to provide the infrastructure and
tools needed on our platform for our Hosts to meet these legal
requirements and for us to fulfill any obligations we may have. The
complexity of our platform and changes required to comply with the large
number of disparate requirements can lead to compliance gaps if our
internal resources cannot keep up with the pace of regulatory change and
new requirements imposed on our platform, or if our platform does not
work as intended or has errors or bugs. Environmental, health, and
safety requirements have also become increasingly stringent, and our
costs, and our Hosts'costs, to comply with such requirements may
increase as a result. New or revised laws and regulations or new
interpretations of existing laws and regulations, such as those related
to climate change, could affect the operation of our Hosts'properties or
resultin significant additional expense and operating restrictions on
us.

It may be difficult or impossible for us to investigate or evaluate laws
or regulations in all cities, countries, and regions. The application of
existing laws and regulations to our business and platform can be
unclear and may be difficult for Hosts, guests, and us to understand and
apply, and are subject to change, as governments or government agencies
seek to apply legacy systems of laws or adopt new laws to new online
business models in the travel and accommodations industries, including
ours. Uncertain and unclear application of such laws and regulations to
Host and guest activity and our platform could cause and has caused some
Hosts and guests to leave or choose not to use our platform, reduce
supply and demand for our platform and services, increase the costs of
compliance with such laws and regulations, and increase the threat of
litigation or enforcement actions related to our platform, all of which
would materially adversely affect our business, results of operations,
and financial condition. See also our risk factor titled "---We could
face liability for information or content on or accessible through

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our
platform."

There are laws that apply to us, and there are laws that apply to our
Hosts and/or guests. While we require our Hosts and guests to comply
with their own independent legal obligations under our terms of service,
we have limited means of enforcing or ensuring the compliance of our
Hosts and guests with all applicable legal requirements. Sometimes
governments try to hold us responsible for laws that apply to our Hosts
and/or guests. Whether applicable to us, our Hosts, and/or our guests,
the related consequences arising out of such laws and regulations,
including penalties for violations of and costs to maintain compliance
with such laws and regulations, have had and could continue to have a
material adverse effect on our reputation, business, results of
operations, and financial condition.

We take certain measures to comply, and to help Hosts comply, with laws
and regulations, such as requiring registration numbers to be displayed
on a listing profile for listings in some jurisdictions where such
registration is required. These measures, changes to them, and any
future measures we adopt could increase friction on our platform, and
reduce the number of listings available on our platform from Hosts and
bookings by guests, and could reduce the activity of Hosts and guests on
our platform. We may be subject to additional laws and regulations which
could require significant changes to our platform that discourage Hosts
and guests from using our platform. Our newer offerings, such as Airbnb
Experiences, are subject to similar or other laws, regulations, and
regulatory actions. In particular, if we become more involved in
Hosts'listings and conduct related to bookings, then we are more likely
to draw scrutiny and additional regulations from governments and
undercut various defenses we may have to claims or attempts to regulate
us, which further constrain our business and impose additional liability
on us as a platform.

In addition to laws and regulations directly applicable to the
short-term rental, long-term rental, and home sharing business as
discussed in our risk factor titled "---Laws, regulations, and rules
that affect the short-term rental, long-term rental, and home sharing
business have limited and may continue to limit the ability or
willingness of Hosts to share their spaces over our platform and expose
our Hosts or us to significant pen

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alties, which could have a material
adverse effect on our business, results of operations, and financial
condition,"we are subject to laws and regulations governing our business
practices, the Internet, e-commerce, and electronic devices, including
those relating to taxation, data privacy, data security, pricing,
content, advertising, discrimination, consumer protection, protection of
minors, copyrights,

13

distribution, messaging, mobile communications, electronic device
certification, electronic waste, electronic contracts, communications,
Internet access, competition, and unfair commercial practices. We are
also subject to laws and regulations governing the provision of online
payment services and insurance services, the design and operation of our
platform, and the operations, characteristics, and quality of our
platform and services. We are also subject to federal, state, local, and
foreign laws regulating employment, employee working conditions,
including wage and hour laws, employment dispute and employee bargaining
processes, collective and representative actions, employment
classification, and other employment compliance requirements.

As a result of the COVID-19 pandemic, many jurisdictions have adopted
and may continue to adopt or modify laws, rules, regulations, and/or
decrees intended to address the COVID-19 pandemic, including
implementing travel restrictions, such as vaccination requirements for
travel to and/or from certain regions. In addition, many jurisdictions
have limited social mobility and gatherings. As the COVID-19 pandemic or
related restrictions continue, governments, corporations, and other
authorities may continue to implement restrictions or policies that
could further restrict the ability of our Hosts and guests to
participate on our platform.

There is increased governmental interest in regulating technology
companies in areas including platform content, data privacy, data
security, intellectual property protection, ethical marketing, tax, data
localization and data access, artificial intelligence or algorithm-based
bias or discrimination, competition, and real estate broker related
activities. In addition, increasing governmental interest in, and public
awareness of, the impacts and effects of climate change and greater
emphasis on sustainability by federal, state, and international
governments could lead to further regulat

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ory efforts to address the
carbon impact of housing and travel. In particular, the current
regulatory landscape regarding climate change (including disclosure
requirements and requirements regarding energy and water use and
efficiency), both within the United States and in many other locations
where we operate worldwide, is evolving at a pace, and is likely to
continue to develop in ways, that require our business to adapt. Many
U.S. states, either individually or through multi-state regional
initiatives, have begun to address greenhouse gas emissions, including
disclosure requirements relating thereto, and some U.S. states have also
adopted various environmental, social and governance ("SG"-related
efforts, initiatives and requirements. As a result, governments may
enact new laws and regulations and/or view matters or interpret laws and
regulations differently than they have in the past, including laws and
regulations which are responsive to ESG trends or otherwise seek to
reduce the carbon emissions relating to travel and set minimum energy
efficiency requirements, which could materially adversely affect our
business, results of operations, and financial condition. In particular,stricter regulation in relation to energy and water use and efficiency
requirements could lead to a reduced number of listings in affected
jurisdictions. The legislative landscape continues to be in a state of
constant change as well as legal challenge with respect to these laws
and regulations, making it difficult to predict with certainty the
ultimate impact they will have on our business in the aggregate. We
incur significant expenses and commit significant resources so that our
platform can comply with applicable laws and regulations; however, there
is no assurance that we will be able to fully implement technical
upgrades and other system implementations in a timely manner since
implementations often involve building new infrastructure and tools,
which contain the inherent risk of unplanned errors and defects, and in
certain instances we may be unable to respond to legislation or
regulation in a way that fully mitigates any negative impacts our
business.

Any new or existing laws and regulations applicable to existing or
future business areas, including amendments to or repeal of existing
laws and regulations, or new interpretations, applications, or
enforcement of existing l

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aws and regulations, could expose us to
substantial liability, including significant expenses necessary to
comply with such laws and regulations, and materially adversely impact
bookings on our platform, thereby materially adversely affecting our
business, results of operations, and financial condition. For example,
the UK laws and regulations that impact our UK and EU operations,
including those relating to payment processing, data privacy and data
security, legal protection for platforms, workers'rights, and
intellectual property changed or may change following the United
Kingdom' departure from the European Union. The Omnibus Directive also
introduces stricter penalties for breaches of consumer protection law.
This includes an introduction of fines as a mandatory element of
penalties in some situations and higher amounts, as well as additional
information requirements. The Collective Redress Directive replaced its
predecessor in November 2020. This relatively new Directive allows for
the recovery of monetary compensation on behalf of large classes of
consumers, and greatly extends the scope to new areas, including for
example misleading and comparative advertising, data privacyand data
security. The European Union is also enhancing the regulation of digital
services, and in November 2022, the DSA came into force. The majority of
the substantive provisions of the DSA will begin to take effect between
2023 and 2024. The DSA will govern, among other things, potential
liability for illegal content on platforms, traceability of traders, and
transparency reporting obligations, including information on "onthly
active recipients"in the European Union. The DSA may increase compliance
costs and require additional resources as well as changes to our
processes and operations. In parallel, the Digital Markets Act (the "MA"
came into force in November 2022 and introduces ex ante regulation of
certain large online platforms. We do not anticipate being designated a
regulated gatekeeper platform for the purposes of the DMA although this
could change at some point in the future. Some European jurisdictions
(such as Germany) have also introduced new competition rules in relation
to digital platforms similar to the DMA at the national level. These
laws may contain certain regulatory requirements and/or obligations that
could negatively impact the business of companies like

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ours.
Furthermore, some of our Hosts or some of our offerings may now or in
the future be subject to the European Package Travel Directive, which
imposes various obligations upon package providers and upon marketers of
travel packages, such as disclosure obligations to consumers and
liability to consumers. Our efforts to influence legislative and
regulatory proposals have an uncertain chance of success, could be
limited by laws regulating lobbying or advocacy activity in certain
jurisdictions, and even if successful, could be expensive and time
consuming, and could divert the attention of management from operations.

*We are subject to regulatory inquiries, litigation, and other disputes,
which have materially adversely affected and could materially adversely
affect our business, results of operations, and financial condition.*

We have been, and expect to continue to be, a party to various legal and
regulatory claims, litigation or pre-litigation disputes, and
proceedings arising in the normal course of business. The number and
significance of these claims, disputes, and proceedings have increased
as our company has grown larger, the number of bookings on our platform
has increased, there is increased brand awareness, and the scope and
complexity of our business have expanded, and we expect they will
continue to increase.

We have been, and expect to continue to be, subject to various
government inquiries, investigations, audits, and proceedings related to
legal and regulatory requirements such as compliance with laws related
to short-term rentals, long-term rentals, and home sharing, tax,
escheatment, consumer protection, pricing and currency display,
advertising, discrimination, data sharing, payment processing, data

14

privacy, data security, cancellation policies, and competition. In many
cases, these inquiries, investigations, and proceedings can be complex,
time consuming, costly to investigate, and require significant company
and also management attention. For certain matters, we are implementing
recommended changes to our products, operations, and compliance
practices, including enabling tax collection, tax reporting, display of
Host registration numbers, and removal of noncompliant listings. We are
unable to predict the outcomes and implications of such inquiries,
investigations, and proceedings on our business, and such inquiries,
investigations

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, and proceedings could result in damages, large fines and
penalties, and require changes to our products and operations, and
materially adversely affect our brand, reputation, business, results of
operations, and financial condition. In some instances, applicable laws
and regulations do not yet exist or are being adopted and implemented to
address certain aspects of our business, and such adoption or change in
their interpretation could further alter or impact our business and
subject us to future government inquiries, investigations, and
proceedings.

We have been involved in litigation with national governments, trade
associations and industry bodies, municipalities, and other government
authorities, including as a plaintiff and as a defendant, concerning
laws seeking to limit or outlaw short-term and long-term rentals and to
impose obligations or liability on us as a platform. In the United
States, we have been involved in various lawsuits concerning whether our
platform is responsible for alleged wrongful conduct by Hosts who engage
in short-term rentals. Claims in such cases have alleged illegal hotel
conversions, real estate license requirements, violations of municipal
lawaround short-term occupancy or rentals, unlawful evictions, or
violations of lease provisions or homeowners'association rules. Legal
claims have been asserted for alleged discriminatory conduct undertaken
by Hosts against certain guests, and for our own platform policies or
business practices. Changes to the interpretation of the applicability
of fair housing, civil rights, or other statutes to our business or the
conduct of our users could materially adversely impact our business,
results of operations, and financial condition. We may also become more
vulnerable to third-party claims as U.S. laws such as the Digital
Millennium Copyright Act ("MCA", the Stored Communications Act, and the
Communications Decency Act ("DA", and non-U.S. laws such as the DSA and
the European E-Commerce Directive and its national transpositions are
interpreted by the courts or otherwise modified or amended, as our
platform and services to our Hosts and guests continue to expand, and as
we expand geographically into jurisdictions where the underlying laws
with respect to the potential liability of online intermediaries such as
ourselves are either unclear or less favorable.

In addition, we face claims a

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nd litigation relating to fatalities,
shootings, other violent acts, illness (including COVID-19),
cancellations and refunds, personal injuries, property damage, carbon
monoxide incidents, hidden camera incidents, and privacy violations that
occurred at listings or experiences during a booking made on our
platform. We also have had putative class action litigation and
government inquiries, and could face additional litigation and
government inquiries and fines relating to our business practices,
cancellations, and other consequences due to natural disasters or other
unforeseen events beyond our control such as wars, regional hostilities,
health concerns, including epidemics and pandemics such as COVID-19, or
law enforcement demands, and other regulatory actions.

Notwithstanding the decision of the Court of Justice of the European
Union ("JEU" on December 19, 2019 ruling that Airbnb is a provider of
information society services under the E-Commerce Directive, there
continue to be new laws and government initiatives within the European
Union attempting to regulate Airbnb as a platform. In several cases,
national courts are evaluating whether certain local rules imposing
obligationson platforms can be enforced against us. For example, we are
challenging laws in various European jurisdictions requiring short-term
rental platforms to act as withholding tax agent for Host income taxes,
to collect and remit tourist taxes, and to disclose user data. Adverse
rulings in these national cases are possible and could result in changes
to our business practices in significant ways, increased operating and
compliance costs, and lead to a loss of revenue for us. In addition, the
DSA came into force in November 2022, and amends certain aspects of the
E-Commerce Directive to enhance the rules that apply to platforms.

In addition, in the ordinary course of business, disputes may arise
because we are alleged to have infringed third parties'intellectual
property or in which we agree to provide indemnification to third
parties with respect to certain matters, including losses arising from
our breach of such agreements or from intellectual property infringement
claims, or where we make other contractual commitments to third parties.
We also have indemnification agreements with certain of our directors,
executive officers, and certain other employees that require us, among
other

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things, to indemnify them against certain liabilities that may
arise by reason of their status or service as directors or officers. We
may be subject to litigation stemming from these obligations.

We are also subject to unclaimed or abandoned property (escheatment)
laws which require us to turn over to government authorities the
property of others held by us that has been unclaimed for a period
specified by such laws, as well as audits by government authorities
regarding our escheatment practices, which may result in additional
escheatment of unclaimed property and payment of interest and penalties.
The laws governing unclaimed property matters are complex and subject to
varying interpretations by companies and government authorities. An
unfavorable audit could negatively impact our results of operations and
cash flows in future periods.

Adverse results in any regulatory inquiry, litigation, legal
proceedings, audit, or claims may include awards of potentially
significant monetary damages, including statutory damages for certain
causes of action in certain jurisdictions, penalties, fines,
compensation orders, injunctive relief, royalty or licensing agreements,
or orders preventing us from offering certain services. Moreover, many
regulatory inquiries, litigation, legal proceedings, or claims are
resolved by settlements that can include both monetary and nonmonetary
components. Adverse results or settlements may result in changes in our
business practices in significant ways, increased operating and
compliance costs, and a loss of revenue. In addition, any litigation or
pre-litigation claims against us, whether or not meritorious, are time
consuming, require substantial expense, and result in the diversion of
significant operational resources. We use various software platforms
that in some instances have limited functionality which may impede our
ability to fully retrieve records. In addition, our insurance may not
cover all potential claims to which we are exposed and may not be
adequate to indemnify us for all liability that may be imposed. As we
continue to grow, regulatory inquiries, litigation, legal proceedings,
and other claims will continue to consume significant company resources
and adverse results in future matters could materially adversely affect
our business, results of operations, and financial condition.

15

*If we are unable to manage the

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risks presented by our business model
internationally, our business, results of operations, and financial
condition would be materially adversely affected.*

We are a global platform with Hosts in more than 220 countries and
regions and over 100,000 cities and towns, and a global guest community.
As of December 1, 2022, we had offices in 29 cities and had
approximately 2,820 employees located internationally. For the year
ended December 1, 2022, 54% of our revenue was generated from listings
outside of the United States. We expect to continue to make investments
to expand our international operations. Managing a global organization
is difficult, time consuming, and expensive, and requires significant
management attention and careful prioritization, and any international
expansion efforts that we may undertake may not be successful. In
addition, conducting international operations subjects us to risks,
which include:

•operational and compliance challenges caused by distance, language, and
cultural differences;

•the cost and resources required to localize our platform and services,
which often requires the translation of our platform into foreign
languages and adaptation for localpractices and regulatory
requirements;

•unexpected, more restrictive, differing, and conflicting laws and
regulations, including those laws governing Internet activities,
short-term and long-term rentals (including those implemented in
response to the COVID-19 pandemic), tourism, tenancy, taxes, licensing,
payments processing, messaging, marketing activities, registration
and/or verification of guests, ownership of intellectual property,
content, data collection and privacy, security, data localization, data
transfer and government access to personal information, and other
activities important to our business;

•uncertainties regarding the interpretation of national and local laws
and regulations, uncertainty in the enforceability of legal rights, and
uneven application of laws and regulations to businesses, in particular
U.S. companies;

•competition with companies that understand local markets better than we
do, or that have a local presence and pre-existing relationships with
potential Hosts and guests in those markets;

•differing levels of social acceptance of home sharing, our brand, and
offerings;

•legal uncertainty regarding our liability for the listings, the
services, a

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nd content provided by Hosts, guests, and other third
parties;

•uncertain resolutions of litigation or regulatory inquiries;

•variations in payment forms for Hosts and guests, increased operational
complexity around payments, and inability to offer local payment forms
like cash or country specific digital forms of payment;

•lack of familiarity and the burden of complying with a wide variety of
U.S. and foreign laws, legal standards, and regulatory requirements,
which are complex, sometimes inconsistent, and subject to unexpected
changes;

•potentially adverse tax consequences, including resulting from the
complexities of foreign corporate income tax systems, value added tax
("AT" regimes, tax withholding rules, lodging taxes, often known as
transient or occupancy taxes, hotel taxes, and other indirect taxes, tax
collection or remittance obligations, and restrictions on the
repatriation of earnings;

•difficulties in managing and staffing international operations,
including due to differences in legal, regulatory, and collective
bargaining processes;

•fluctuations in currency exchange rates, and in particular, decreases
in the value of foreign currencies relative to the U.S. dollar;

•regulations governing the control of local currencies and impacting the
ability to collect and remit funds to Hosts in those currencies or to
repatriate cash into the United States;

•oversight by foreign government agencies whose approach to privacy or
human rights may be inconsistent with that taken in other countries;

•increased financial accounting and reporting burdens, and complexities
and difficulties in implementing and maintaining adequate internal
controls in an international operating environment;

•political, social, and economic instability abroad, terrorist attacks,
and security concerns in general;

•operating in countries that are more prone to crime or have lower
safety standards;

•operating in countries that have higher risk of corruption; and

•reduced or varied protection for our intellectual property rights in
some countries.

Increased operating expenses, decreased revenue, negative publicity,
negative reaction from our Hosts and guests and other stakeholders, or
other adverse impacts from any of the above factors or other risks
related to our international operations could materially adversely
affect our brand, reputation, business, results of operat

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ions, and
financial condition.

In addition, we will continue to incur significant expenses to operate
our outbound business in China, and we may never achieve profitability
in that market. These factors, combined with sentiment of the workforce
in China, and China' policy towards foreign direct investment may
particularly impact our operations in China. In addition, we need to
ensure that our business practices in China are compliant with local
laws and regulations, which may be interpreted and enforced in ways that
are different from our interpretation, and/or create obligations on us
that are costly to meet or conflict with laws in other jurisdictions and
which may not be implemented within regulatory timelines.

We are subject to various requirements and requests from government
agencies to share information on users who use services in China through
our platform. Failure to comply with such requests or other requirements
as interpreted by government agencies may lead to impairment or
disruption to our business and operations, including failing to obtain
or losing the necessary licenses to operate in China, the blocking of
our platform and services in China, and/or enforcementaction against
our community, corporate entities, or officers. Our failure to comply
with such requests or requirements, or conversely our compliance with
such requests or requirements, could materially adversely affect our
brand, reputation, business, results of operations, and financial
condition. Further, given that our headquarters is in the United States,
any significant or prolonged deterioration in U.S.-China bilateral
relations or escalation of geo-political risk in China could adversely
affect our outbound business in China.

The Chinese government has adopted laws, regulations, and implementation
measures that govern the dissemination of content over the Internet and
data processing in China. These impose additional requirements for
certain categories of operators, and are continuing to develop and be
clarified. At this point, it is uncertain what obligations will apply to
us in the future, and we cannot predict what impact these new laws and
regulations or the increased costs of compliance, if any, will have on
our operations in China. Actions by the U.S. government

16

could also impair our ability to effectively operate in China, including
through the use of Executive

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Orders or trade blacklists to ban or limit
the use of services provided by Chinese third parties.

We conduct our business in China through a variable interest entity
("IE" and a wholly-foreign owned entity. We do not own shares in our VIE
and instead rely on contractual arrangements with the equity holders of
our VIE to operate our business in China because foreign investment is
restricted or prohibited. Under our contractual arrangements, we must
rely on the VIE and the VIE equity holders to perform their obligations
in order to exercise our control over the VIE. The VIE equity holders
may have conflicts of interest with us or our stockholders, and they may
not act in our best interests or may not perform their obligations under
these contracts. If our VIE or its equity holders fail to perform their
respective obligations under the contractual arrangements, we may not be
able to enforce our rights. In addition, if the Chinese government deems
that the contractual arrangements in relation to our VIE do not comply
with Chinese governmental restrictions on foreign investment, or if
these regulations or their interpretation changes in the future, we
could be subject to penalties, beforced to cease our operations in
China, or be subject to restrictions in the future, and we may incur
additional compliance costs. The contractual arrangements with our VIE
may also be subject to scrutiny by the Chinese tax authorities and any
adjustment of related party transaction pricing could lead to additional
taxes.

*We could face liability for information or content on or accessible
through our platform.*

We could face claims relating to information or content that is made
available on our platform. Our platform relies upon content that is
created and posted by Hosts, guests, or other third parties. Although
content on our platform is typically generated by third parties, and not
by us, claims of defamation, disparagement, negligence, warranty,
personal harm, intellectual property infringement, or other alleged
damages could be asserted against us, in addition to our Hosts and
guests. While we rely on a variety of statutory and common-law
frameworks and defenses, including those provided by the DMCA, the CDA,
the fair-use doctrine and various tort law defenses in the United States
and the E-Commerce Directive in the European Union and other
regulations, differences betwe

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en statutes, limitations on immunity or
responsibility, requirements to maintain immunity or proportionate
responsibility, and moderation efforts in the many jurisdictions in
which we operate may affect our ability to rely on these frameworks and
defenses, or create uncertainty regarding liability for information or
content uploaded by Hosts and guests or otherwise contributed by
third-parties to our platform.

Moreover, regulators in the United States and in other countries may
introduce new regulatory regimes that increase potential liability for
information or content available on our platform. For example, in the
United States, laws such as the CDA, which have previously been
interpreted to provide substantial protection to interactive computer
service providers, may change and become less predictable or unfavorable
by legislative action or juridical interpretation. Additionally, there
have been various federal legislative efforts to restrict the scope of
the protections available to online platforms under the CDA, and current
protections from liability for third-party content in the United States
could decrease or change. There is proposed U.S. federal legislation
seeking to hold platforms liable for user-generated content, including
content related to short-term or long-term rentals. We could incur
significant costs investigating and defending such claims and, if we are
found liable, significant damages.

The European Union is also reviewing the regulation of digital services.
In November 2022, the DSA came into force. The majority of the
substantive provisions of the DSA will begin to take effect between 2023
and 2024. The DSA will govern, among other things, potential liability
for illegal content on platforms, traceability of traders, and
transparency reporting obligations. Some European jurisdictions have
also proposed or intend to pass legislation that imposes new obligations
and liabilities on platforms with respect to certain types of harmful
content.

While the scope and timing of these proposals are currently evolving, if
enacted and applied to our platform, the new rules may adversely affect
our business. In countries in Asia and Latin America, generally there
are not similar statutes as the CDA or E-Commerce Directive. The laws of
countries in Asia and Latin America generally provide for direct
liability if a platform is involved in creating

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such content or has
actual knowledge of the content without taking action to take it down.
Further, laws in some Asian countries also provide for primary or
secondary liability, which can include criminal liability, if a platform
failed to take sufficient steps to prevent such content from being
uploaded. Because liability often flows from information or content on
our platform and/or services accessed through our platform, as we
continue to expand our offerings, tiers, and scope of business, both in
terms of the range of offerings and services and geographical
operations, we may face or become subject to additional or different
laws and regulations. Our potential liability for information or content
created by third parties and posted to our platform could require us to
implement additional measures to reduce our exposure to such liability,
may require us to expend significant resources, may limit the
desirability of our platform to Hosts and guests, may cause damage to
our brand or reputation, and may cause us to incur time and costs
defending such claims in litigation, thereby materially adversely
affecting our business, results of operations, and financial condition.

In the European Union, the Consumer Rights Directive and the Unfair
Commercial Practices Directive harmonized consumer rights across the EU
member states. In 2018, the European Commission and a group of European
consumer protection authorities (through the Consumer Protection
Cooperation Network) investigated our customer terms and price display
practices, which required us to make certain changes to our terms and
price display practices. If Consumer Protection Regulators find that we
are in breach of consumer protection laws, we may be fined or required
to change our terms and processes, which may result in increased
operational costs. Consumers and certain Consumer Protection
Associations may also bring individual claims against us if they believe
that our terms and/or business practices are not in compliance with
local consumer protection laws. Currently, class actions may also be
brought in certain countries in the European Union, and the Collective
Redress Directive extends the right to collective redress across the
European Union.

*Maintaining and enhancing our brand and reputation is critical to our
growth, and negative publicity could damage our brand and thereby harm
our ability

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to compete effectively, and could materially adversely
affect our business, results of operations, and financial condition.*

Our brand and our reputation are among our most important assets.
Maintaining and enhancing our brand and reputation is critical to our
ability to attract Hosts, guests, and employees, to compete effectively,
to preserve and deepen the engagement of our existing Hosts,

17

guests, and employees, to maintain and improve our standing in the
communities where our Hosts operate, including our standing with
community leaders and regulatory bodies, and to mitigate legislative or
regulatory scrutiny, litigation, and government investigations. We are
heavily dependent on the perceptions of Hosts and guests who use our
platform to help make word-of-mouth recommendations that contribute to
our growth.

Any incident, whether actual or rumored to have occurred, involving the
safety or security of listings, Hosts, guests, or other members of the
public, fraudulent transactions, or incidents that are mistakenly
attributed to Airbnb, and any media coverage resulting therefrom, could
create a negative public perception of our platform, which would
adversely impact our ability to attract Hosts and guests. In addition,
when Hosts cancel reservations or if we fail to provide timely refunds
to guests in connection with cancellations, guest perception of the
value of our platform is adversely impacted and may cause guests to not
use our platform in the future. The impact of these issues may be more
pronounced if we are seen to have failed to provide prompt and
appropriate community support or our platform policies are perceived to
be too permissive, too restrictive, or providing Hosts and/or guests
with unsatisfactory resolutions. We have been the subject of media
reports, social media posts, blogs, and other forums that contain
allegations about our business or activity on our platform that create
negative publicity. As a result of these complaints and negative
publicity, some Hosts have refrained from, and may in the future refrain
from, listing with us, and some guests have refrained from, and may in
the future refrain from, using our platform, which could materially
adversely affect our business, results of operations, and financial
condition.

In addition, our brand and reputation could be harmed if we fail to act
responsibly or are perceived as not

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acting responsibly, or fail to
comply with regulatory requirements as interpreted by certain
governments or agencies thereof, in a number of other areas, such as
safety and security, data security, privacy practices, provision of
information about users and activities on our platform, sustainability,
human rights (including in respect of our own operations and throughout
our supply chain), matters associated with our broader supply chain
(including Hosts, guests, and other business partners), sustainability
issues associated with human travel and migration, increased energy and
water consumption, diversity, non-discrimination, and support for
employees and local communities. Media, legislative, or government
scrutiny around our company, including the perceived impact on
affordable housing and over-tourism, neighborhood nuisance, privacy
practices, provision of information as requested by certain governments
or agencies thereof, content on our platform, business practices and
strategic plans, impact of travel on the climate and local environment,
and public health policies that may cause geopolitical backlash, our
business partners, private companies where we have minority investments,
and our practices relating to our platform, offerings, employees,
competition, litigation, and response to regulatory activity, could
adversely affect our brand and our reputation with our Hosts, guests,
and communities. Social media compounds the potential scope of the
negative publicity that could be generated and the speed with which such
negative publicity may spread. Any resulting damage to our brand or
reputation could materially adversely affect our business, results of
operations, and financial condition.

In addition, we rely on our Hosts and guests to provide trustworthy
reviews and ratings that our Hosts or guests may rely upon to help
decide whether or not to book a particular listing or accept a
particular booking and that we use to enforce quality standards. We rely
on these reviews to further strengthen trust among members of our
community. Our Hosts and guests may be less likely to rely on reviews
and ratings if they believe that our review system does not generate
trustworthy reviews and ratings. We have procedures in place to combat
fraud or abuse of our review system, but we cannot guarantee that these
procedures are or will be effective. In addition, if our

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Hosts and
guests do not leave reliable reviews and ratings, other potential Hosts
or guests may disregard those reviews and ratings, and our systems that
use reviews and ratings to enforce quality standards would be less
effective, which could reduce trust within our community and damage our
brand and reputation, and could materially adversely affect our
business, results of operations, and financial condition.

*Host, guest, or third-party actions that are criminal, violent,
inappropriate, or dangerous, or fraudulent activity, may undermine the
safety or the perception of safety of our platform and our ability to
attract and retain Hosts and guests and materially adversely affect our
reputation, business, results of operations, and financial condition.*

We have no control over or ability to predict the actions of our users
and other third parties, such as neighbors or invitees, either during
the guest' stay, experience, or otherwise, and therefore, we cannot
guarantee the safety of our Hosts, guests, and third parties. The
actions of Hosts, guests, and other third parties have resulted and can
further result in fatalities, injuries, other bodily harm, fraud,
invasion of privacy,property damage, discrimination, brand, and
reputational damage, which have created and could continue to create
potential legal or other substantial liabilities for us. We do not
verify the identity of all of our Hosts and guests nor do we verify or
screen third parties who may be present during a reservation made
through our platform. Our identity verification processes rely on, among
other things, information provided by Hosts and guests, and our ability
to validate that information and the effectiveness of third-party
service providers that support our verification processes may be
limited. In addition, we do not currently and may not in the future
require users to re-verify their identity following their successful
completion of the initial verification process. Certain verification
processes, including legacy verification processes on which we
previously relied, may be less reliable than others. We screen against
certain regulatory, terrorist, and sanctions watch lists, conduct
criminal background checks for certain U.S. Hosts, U.S. guests, and
Hosts in India, and conduct additional screening processes to flag and
investigate suspicious activities. These processes are benefi

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cial but
not exhaustive and have limitations due to a variety of factors,
including laws and regulations that prohibit or limit our ability to
conduct effective background checks in some jurisdictions, the
unavailability and inaccuracy of information, and the inability of our
systems to detect all suspicious activity. There can be no assurances
that these measures will significantly reduce criminal or fraudulent
activity on our platform. The criminal background checks for certain
U.S. Hosts, U.S. guests, and Hosts in India, and other screening
processes rely on, among other things, information provided by Hosts and
guests, our ability to validate that information, the accuracy,
completeness, and availability of the underlying information relating to
criminal records, the digitization of certain records, the evolving
regulatory landscape in this area such as in the data privacy and data
security space, and on the effectiveness of third-party service
providers that may fail to conduct such background checks adequately or
disclose information that could be relevant to a determination of
eligibility, and we do not run criminal background checks and other
screening processes on third parties who may be present during a
reservation made through our platform.

In addition, we have not in the past and may not in the future undertake
to independently verify the safety, suitability, location, quality,
compliance with Airbnb policies or standards, and legal compliance, such
as fire code compliance or the presence of carbon monoxide detectors,
hidden cameras or pool safety, of all our Hosts'listings or experiences.
We have not in the past and may not in the future

18

undertake to independently verify the location, safety, or suitability
of experiences for individual guests, the suitability, qualifications,
or credentials of experiences Hosts, or the qualifications of individual
experiences guests. In the limited circumstances where we have
undertaken the verification or screening of certain aspects of Host
qualifications, listings or experiences, the scope of such processes may
be limited and rely on, among other things, information provided by
Hosts and guests and the ability of our internal teams or third-party
vendors to adequately conduct such verification or screening practices.
In addition, we have not in the past taken and may not in the future
take steps to re

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-verify or re-screen Host qualifications, listings, or
experiences following initial review. We have in the past relied, and
may in the future, rely on Hosts and guests to disclose information
relating to their listings and experiences and such information may be
inaccurate or incomplete. We have created policies and standards to
respond to issues reported with listings, but certain listings may pose
heightened safety risks to individual users because those issues have
not been reported to us or because our customer support team has not
taken the requisite action based on our policies. We rely, at least in
part, on reports of issues from Hosts and guests to investigate and
enforce many of our policies and standards. In addition, our policies
may not contemplate certain safety risks posed by listings or individual
Hosts or guests or may not sufficiently address those risks.

We have also faced civil litigation, regulatory investigations, and
inquiries involving allegations of, among other things, unsafe or
unsuitable listings, discriminatory policies, data processing,
practices, or behavior on and off our platform or by Hosts, guests, and
third parties, general misrepresentations regarding the safety or
accuracy of offerings on our platform, and other Host, guest, or
third-party actions that are criminal, violent, inappropriate,
dangerous, or fraudulent. While we recognize that we need to continue to
build trust and invest in innovations that will support trust when it
comes to our policies, tools, and procedures to help protect Hosts,
guests, and the communities in which our Hosts operate, we may not be
successful in doing so. Similarly, listings that are inaccurate, of a
lower than expected quality, or that do not comply with our policies may
harm guests and public perception of the quality and safety of listings
on our platform and materially adversely affect our reputation,
business, results of operations, and financial condition.

If Hosts, guests, or third parties engage in criminal activity,
misconduct, fraudulent, negligent, or inappropriate conduct or use our
platform as a conduit for criminal activity, consumers may not consider
our platform and the listings on our platform safe, and we may receive
negative media coverage, or be subject to involvement in a government
investigation concerning such activity, which could adversely impact our
brand and

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reputation, and lower the adoption rate of our platform. For
example:

•there have been shootings, fatalities, and other criminal or violent
acts on properties booked on our platform, including as a result of
unsanctioned house parties;

•there have been incidents of sexual violence against Hosts, guests, and
third parties, and we have seen higher incident rates of such conduct
associated with private room and shared space listings;

•there have been undisclosed and hidden cameras at properties; and

•there have been incidents of Hosts and guests engaging in criminal,
fraudulent, or unsafe behavior and other misconduct while using our
platform.

The methods used by perpetrators of fraud and other misconduct are
complex and constantly evolving, and our trust and security measures
have been, and may currently or in the future be, insufficient to detect
and help prevent all fraudulent activity and other misconduct; for
example:

•there have been incidents where Hosts have misrepresented the quality
and location or existence of their properties, in some instances to send
guests to different and inferior properties;

•there have been incidents where guests have caused substantial property
damage to listings or misrepresented the purpose of their stay and used
listings for unauthorized or inappropriate conduct including parties,
sex work, drug-related activities, or to perpetrate criminal activities;

•there have been instances where users with connected or duplicate
accounts have circumvented or manipulated our systems, in an effort to
evade account restrictions, create false reviews, or engage in fraud or
other misconduct;

•there have been incidents where fraudsters have created fake guest
accounts, fake Host accounts, or both, to perpetrate financial fraud;
and

•situations have occurred where Hosts or guests mistakenly or
unintentionally provide malicious third parties access to their
accounts, which has allowed those third parties to take advantage of our
Hosts and guests.

In addition, certain regions where we operate have higher rates of
violent crime or varying safety requirements, which can lead to more
safety and security incidents, and may adversely impact the adoption of
our platform in those regions and elsewhere.

If criminal, inappropriate, fraudulent, or other negative incidents
continue to occur due to the conduct of Hosts, guests, or third parti

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es,
our ability to attract and retain Hosts and guests would be harmed, and
our business, results of operations, and financial condition would be
materially adversely affected. Such incidents have prompted, and may in
the future prompt, stricter home sharing regulations or regulatory
inquiries into our platform policies and business practices. In the
United States and other countries, we have seen listings being used for
parties in violation of Airbnb' policies which have in some cases
resulted in neighborhood disruption or violence. Further, claims have
been asserted against us from our Hosts, guests, and third parties for
compensation due to fatalities, accidents, injuries, assaults, theft,
property damage, data privacy and data security issues, fraudulent
listings, and other incidents that are caused by other Hosts, guests, or
third parties while using our platform. These claims subject us to
potentially significant liability and increase our operating costs and
could materially adversely affect our business, results of operations,
and financial condition. We have obtained some third-party insurance,
which is subject to certain conditions and exclusions, for claims and
losses incurred based on incidents related to bookings on our platform.
Our third-party insurance, which may or may not be applicable to all
claims, may be inadequate to fully cover alleged claims of liability,
investigation costs, defense costs, and/or payouts. Even if these claims
do not result in liability, we could incur significant time and cost
investigating and defending against them. As we expand our offerings and
tiers, or if the quantity or severity of incidents increases, our
insurance rates and our financial exposure will grow, which would
materially adversely affect our business, results of operations, and
financial condition.

19

*Measures that we are taking to improve the trust and safety of our
platform may cause us to incur significant expenditures and may not be
successful.*

We have taken and continue to take measures to improve the trust and
safety on our platform, combat fraudulent activities and other
misconduct and improve community trust, such as requiring identity and
other information from Hosts and guests, attempting to confirm the
location of listings, removing suspected fraudulent listings or listings
repeatedly reported by guests to be significantly not as des

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cribed, and
removing Hosts and guests who fail to comply with our policies. These
measures are long-term investments in our business and the trust and
safety of our community. However, some of these measures increase
friction on our platform by increasing the number of steps required to
list or book, which reduces Host and guest activity on our platform, and
could materially adversely affect our business. Implementing the trust
and safety initiatives we have announced, which include limited
verification of Hosts and listings, restrictions on "arty"houses,
restrictions on certain types of bookings, and our neighbor hotline, or
other initiatives, has caused and will continue to cause us to incur
significant ongoing expenses and may result in fewer listings and
bookings or reduced Host and guest retention, which could also
materially adversely affect our business. As we operate a global
platform, the timing and implementation of these measures will vary
across geographies and may be restricted by local law requirements. We
have invested and plan to continue to invest significantly in the trust
and safety of our platform, but there can be no assurances that these
measures will be successful, significantly reduce criminal or fraudulent
activity on or off our platform, or be sufficient to protect our
reputation in the event of such activity.

Furthermore, we have established community standards, but those
standards may not always be effectively enforced, communicated to, or
consistently understood by all parts of our community. For example,
while we require and communicate to Hosts and guests to make certain
commitments with respect to diversity and belonging when they join
Airbnb, these standards and requirements are not always well understood
by all parts of our community. As a result, Hosts and guests may be
surprised or disappointed when their expectations are not met.

*Growing focus on evolving environmental, social, and governance issues
("SG" by shareholders, customers, regulators, politicians, employees,
and other stakeholders may impose additional risks and costs on our
business.*

ESG matters have become an area of growing and evolving focus among our
shareholders and other stakeholders, including among customers,
employees, regulators, politicians, and the general public in the United
States and abroad. In particular, companies, including Airbnb, face

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heightened expectations with respect to their practices, disclosures,
and performance in relation to climate change, diversity, equity and
inclusion, human rights, energy and water consumption, human capital
management, data privacy and security, and supply chains (including
human rights issues), among other topics.

We are committed to maintaining strong relationships with all of our key
stakeholders, including our Hosts, guests, the communities within which
we operate in, employees, and shareholders and we have taken and
continue to take steps to serve each of our stakeholder groups. We also
endeavor to maintain productive relationships with regulators and other
constituencies with whom we engage. Notwithstanding our commitments to
stakeholders and intentions with respect to other constituencies, if we
fail to meet evolving investor, regulator, and other stakeholder
expectations on ESG matters, if we are perceived not to have responded
appropriately or in a timely manner to ESG issues that are material, or
perceived to be material, to our business (including failing to pursue
or achieve our stated goals, targets and objectives within the timelines
we announce, failing to satisfyreporting and disclosure expectations or
requirements, or if there are real or perceived inaccuracies in the data
and information we report), if we fail to accurately report ESG-related
data, or if we fail to fully understand, reflect, disclose, mitigate or
manage risks associated with environmental or social matters, we may
experience harm to our brand and reputation, adverse press coverage, a
reduction in our attractiveness as an investment, greater regulatory
scrutiny and potential legal claims, greater difficulties in attracting
and retaining customers and talent, increased costs associated with our
legal compliance, insurance, or access to capital, and as a consequence,
our business, results of operations, financial condition, and/or stock
price could be materially adversely affected. We also expect to incur
additional costs and require additional resources to monitor, report,
and comply with our various ESG commitments and reporting obligations.

*We rely on traffic to our platform to grow revenue, and if we are
unable to drive traffic cost-effectively, it would materially adversely
affect our business, results of operations, and financial condition.*

We believe that maintai

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ning and strengthening our brand is an important
aspect of our efforts to attract and retain Hosts and guests. In
particular, we rely on marketing to drive guest traffic to our platform.
We have invested considerable resources into establishing and
maintaining our brand. As a result of the COVID-19 pandemic, we
realigned our organizational priorities to further increase our focus on
individual Hosts and brand marketing, while reducing performance
marketing.

Our brand marketing efforts include a variety of online and offline
marketing distribution channels. Our brand marketing efforts are
expensive and may not be cost-effective or successful. If our
competitors spend increasingly more on brand marketing efforts, we may
not be able to maintain and grow traffic to our platform.

We have used performance marketing products offered by search engines
and social media platforms to distribute paid advertisements that drive
traffic to our platform. The remainder of our traffic comes through
direct or unpaid channels, which include brand marketing and search
engine optimization ("EO". A critical factor in attracting Hosts and
guests to our platform is how prominently listings are displayedin
response to search queries for key search terms. The success of home
sharing and our brand has led to increased costs for relevant keywords
as our competitors competitively bid on our keywords, including our
brand name. Our strategy is to increase brand marketing and use the
strength of our brand to attract more guests via direct or unpaid
channels. However, we may not be successful at our efforts to drive
traffic growth cost-effectively. If we are not able to effectively
increase our traffic growth without increases in spend on performance
marketing, we may need to increase our performance marketing spend in
the future, including in response to increased spend on performance
marketing from our competitors, and our business, results of operations,
and financial condition could be materially adversely affected.

20

The technology that powers much of our performance marketing is
increasingly subject to strict regulation, and regulatory or legislative
changes could adversely impact the effectiveness of our performance
marketing efforts and, as a result, our business. For example, we rely
on the placement and use of "ookies"---text files stored on a Host or
guest' web browser or de

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vice ---and related and similar technologies to
support tailored marketing to consumers. Many countries have adopted, or
are in the process of adopting, regulations governing the use of cookies
and similar technologies, and individuals may be required to "pt-in"to
the placement of cookies used for purposes of marketing. For example, we
are subject to evolving EU and UK privacy laws on cookies, tracking
technologies, and e-marketing. In the European Union and United Kingdom
under national laws derived from the ePrivacy Directive, informed
consent is often required for the placement of a cookie or similar
technology on a user' device and for direct electronic marketing. The
GDPR also imposes conditions on obtaining valid consent, such as a
prohibition on pre-checked consents and a requirement to ensure separate
consents are sought for each type of cookie or similar technology. The
GDPR and similar laws also strictly regulate our use of personal data
for marketing purposes. Additional legislation in this space is
anticipated, which may increase the burden on our business and fines for
non-compliance. While the text of the ePrivacy Regulation is still under
development, recent Europeancourt and regulatory decisions as well as
guidance are driving increased attention to cookies and tracking
technologies, in particular in the online behavioral advertising
ecosystem. We are seeing increased proactive enforcement activity in
this area by European data regulators coupled with investigations
flowing from complaints made by privacy activist groups. In the United
States, several states have enacted laws that regulate the use of
consumers'personal information for marketing purposes. In California,
the California Consumer Privacy Act (as amended by the California
Privacy Rights and Enforcement Act of 2020) ("CPA") gives consumers the
right to opt out of the "ale"or "sharing"or their personal information,
where sharing is specifically tied to sharing of personal information
for cross-context behavioral advertising. With respect to the sale or
sharing of personal information, the California Attorney General
recently signaled an intent to aggressively enforce the CCPA'
requirements on consumer opt-outs of the sale of personal information.
Additionally, laws going into effect in 2023 in Virginia, Colorado,
Connecticut, and Utah give consumers the right to opt out of "argeted

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advertising."

If the trend continues of increasing regulation and enforcement by
regulators of the technology we use for marketing, this could lead to
substantial costs, require significant systems changes, limit the
effectiveness of our marketing activities, divert the attention of our
technology personnel, adversely affect our margins, increase costs, and
subject us to additional liabilities. We could also face negative
publicity or reputation damage as a result of regulatory action or from
being named in complaints or enforcement actions about our practices.
Widespread adoption of regulations that significantly restrict our
ability to use performance marketing technology could adversely affect
our ability to market effectively to current and prospective Hosts and
guests, and thus materially adversely affect our business, results of
operations, and financial condition. Additionally, some providers of
consumer devices and web browsers have implemented means to make it
easier for consumers to prevent the placement of cookies, to block other
tracking technologies or to require new permissions from consumers for
certain activities, which could, if widely adopted, significantly reduce
the effectiveness of our marketing efforts.

We focus on unpaid channels such as SEO. SEO involves developing our
platform in a way that enables a search engine to rank our platform
prominently for search queries for which our platform' content may be
relevant. Changes to search engine algorithms or similar actions are not
within our control, and could adversely affect our search-engine
rankings and traffic to our platform. We believe that our SEO results
have been adversely affected by the launch of Google Travel and Google
Vacation Rental Ads, which reduce the prominence of our platform in
organic search results for travel-related terms and placement on Google.
To the extent that our brand and platform are listed less prominently or
fail to appear in search results for any reason, we would need to
increase our paid marketing spend which would increase our overall
customer acquisition costs and materially adversely affect our business,
results of operations, and financial condition. If Google or Apple uses
its own mobile operating systems or app distribution channels to favor
its own or other preferred travel service offerings, or impose policies
that effectively disallow us to

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continue our full product offerings in
those channels, there could be an adverse effect on our ability to
engage with Hosts and guests who access our platform via mobile apps or
search.

Moreover, as guests increase their booking activity across multiple
travel sites or compare offerings across sites, our marketing efficiency
and effectiveness is adversely impacted, which could cause us to
increase our sales and marketing expenditures in the future, which may
not be offset by additional revenue, and could materially adversely
affect our business, results of operations, and financial condition. In
addition, any negative publicity or public complaints, including those
that impede our ability to maintain positive brand awareness through our
marketing and consumer communications efforts, could harm our reputation
and lead to fewer Hosts and guests using our platform, and attempts to
replace this traffic through other channels will require us to increase
our sales and marketing expenditures.

*Our indebtedness could materially adversely affect our financial
condition.* *Our indebtedness and liabilities could limit the cash flow
available for our operations, expose us to risks that could materially
adversely affect our business, results of operations, and financial
condition, and impair our ability to satisfy our obligations under our
indebtedness.*

In March 2021, we issued \$2.0 billion aggregate principal amount of 0%
convertible senior notes due 2026 (the \"2026 Notes\"). In addition, on
October 31, 2022, we entered into a five-year unsecured revolving credit
facility with \$1.0 billion of initial commitments from a group of
lenders ("022 Credit Facility". As of December 1, 2022, there were no
borrowings outstanding under the 2022 Credit Facility, and we had total
outstanding letters of credit of \$28.5 illion under the 2022 Credit
Facility. We may also incur additional indebtedness to meet future
financing needs. Our indebtedness could have significant negative
consequences for our security holders and our business, results of
operations and financial condition by, among other things:

•increasing our vulnerability to adverse economic and industry
conditions;

•limiting our ability to obtain additional financing;

•requiring the dedication of a substantial portion of our cash flow from
operations to service our indebtedness, which will reduce the amount of
c

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ash available for other purposes;

•limiting our flexibility to plan for, or react to, changes in our
business;

•diluting the interests of our existing stockholders as a result of
issuing shares of our Class A common stock upon conversion of the 2026
Notes; and

•placing us at a possible competitive disadvantage with competitors that
are less leveraged than us or have better access to capital.

21

The occurrence of any one of these events could have a material adverse
effect on our business, results of operations, and financial condition,
and ability to satisfy our obligations under our indebtedness.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness, including the 2026 Notes,
depends on our future performance, which is subject to economic,
financial, competitive and other factors beyond our control. Our
business may not generate sufficient funds, and we may otherwise be
unable to maintain sufficient cash reserves, to pay amounts due under
our indebtedness, including the 2026 Notes, and our cash needs may
increase in the future.

In addition, our existing credit agreement for our 2022 Credit Facility
contains, and anyfuture indebtedness that we may incur may contain,
financial and other restrictive covenants that limit our ability to
operate our business, raise capital or make payments under our other
indebtedness. The covenants in the agreement governing our 2022 Credit
Facility (the "redit Agreement", among other things, limit our and our
subsidiaries'abilities to:

•incur additional indebtedness at subsidiaries that are not guarantors
of the 2022 Credit Facility;

•create or incur additional liens;

•partake in sale/leaseback transactions;

•engage in certain fundamental changes, including mergers or
consolidations; and

•enter into negative pledge clauses and clauses restricting subsidiary
distributions.

In addition, we are subject to a leverage ratio and fixed charge
coverage ratio covenants.

If we fail to comply with these covenants or to make payments under our
indebtedness when due, then we would be in default under that
indebtedness, which could, in turn, result in that and our other
indebtedness becoming immediately payable in full.

*We may be unable to raise the funds necessary to repurchase the 2026
Notes for cash following a fundamental change, or to pay any cash
amounts due upo

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n conversion, and our future indebtedness may limit our
ability to repurchase the 2026 Notes or pay cash upon their conversion.*

Holders of the 2026 Notes may, subject to limited exceptions, require us
to repurchase their 2026 Notes following a fundamental change (as
defined in the indenture governing the 2026 Notes) at a cash repurchase
price generally equal to the principal amount of the 2026 Notes to be
repurchased, plus accrued and unpaid special interest or additional
interest, if any. In addition, upon conversion, we will satisfy part or
all of our conversion obligation in cash unless we elect to settle
conversions solely in shares of our Class A common stock. We may not
have enough available cash or be able to obtain financing at the time we
are required to repurchase the 2026 Notes or pay the cash amounts due
upon conversion. In addition, applicable law, regulatory authorities and
the agreements governing our future indebtedness may restrict our
ability to repurchase the 2026 Notes or pay the cash amounts due upon
conversion, if any. Our failure to repurchase the 2026 Notes or to pay
the cash amounts due upon conversion when required will constitute a
default under the indenture governing the 2026 Notes. A default under
the indenture or the fundamental change itself could also lead to a
default under agreements governing our other indebtedness, which may
result in that other indebtedness becoming immediately payable in full.
If the repayment of such other indebtedness were to be accelerated after
any applicable notice or grace periods, then we may not have sufficient
funds to repay that indebtedness and repurchase the 2026 Notes or make
cash payments upon their conversion, if any.

*The accounting method for the 2026 Notes could adversely affect our
reported financial condition and results.*

The accounting method for reflecting the 2026 Notes on our balance sheet
and reflecting the underlying shares of our Class A common stock in our
reported diluted earnings per share may adversely affect our reported
earnings and financial condition.

We recorded the 2026 Notes entirely as a liability on our balance sheet,
net of issuance costs. Additionally, the new guidance modifies the
treatment of convertible debt securities that may be settled in cash or
shares by requiring the use of the "f-converted"method. Under that
method, diluted earnings per share wou

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ld generally be calculated
assuming that all the 2026 Notes were converted solely into shares of
Class A common stock at the beginning of the reporting period, unless
the result would be anti-dilutive. In addition, in the future, we may,
in our sole discretion, irrevocably elect to settle the conversion value
of the 2026 Notes in cash up to the principal amount being converted.
Following such an irrevocable election, if the conversion value of the
2026 Notes exceeds their principal amount for a reporting period, then
we will calculate our diluted earnings per share by assuming that all of
the 2026 Notes were converted at the beginning of the reporting period
and that we issued shares of our Class A common stock to settle the
excess, unless the result would be anti-dilutive. The application of the
if-converted method may reduce our reported diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the 2026
Notes are satisfied, then, under certain conditions, we may be required
under applicable accounting standards to reclassify the liability
carrying value of the 2026 Notes as a current, rather than a long-term,
liability. This reclassification could be required even if no
noteholders convert their 2026 Notes and could materially reduce our
reported working capital.

*The capped call transactions entered into in connection with the
pricing of the 2026 Notes may affect the value of our Class A common
stock.*

In connection with the pricing of the 2026 Notes, we entered into
privately negotiated capped call transactions with certain option
counterparties. The capped call transactions will cover, subject to
customary adjustments, the number of shares of Class A common stock
initially underlying the 2026 Notes. The capped call transactions are
expected generally to reduce potential dilution to our Class A common
stock upon conversion of the 2026 Notes or at our election (subject to
certain conditions) offset any cash payments we are required to

22

make in excess of the aggregate principal amount of converted 2026
Notes, as the case may be, with such reduction or offset subject to a
cap.

We have been advised that, in connection with establishing their initial
hedges of the capped call transactions, the option counterparties or
their respective affiliates purchased shares of our Class A common stock
and/or entered into various d

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erivative transactions with respect to our
Class A common stock concurrently with or shortly after the pricing of
the 2026 Notes.

In addition, we have been advised that the option counterparties or
their respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to our Class A common
stock and/or purchasing or selling our Class A common stock or other
securities of ours in secondary market transactions following the
pricing of the 2026 Notes and prior to the maturity of the 2026 Notes
(and are likely to do so on each exercise date of the capped call
transactions and in connection with any early termination event in
respect of the capped call transactions). This activity could also cause
or avoid an increase or a decrease in the market price of our Class A
common stock.

*Provisions in the indenture governing the 2026 Notes could delay or
prevent an otherwise beneficial takeover of us.*

Certain provisions in the 2026 Notes and the indenture governing the
2026 Notes could make a third-party attempt to acquire us more difficult
or expensive. For example, if a takeover constitutes a fundamental
change (as defined in the indenture governing the 2026 Notes), then
noteholders will have the right to require us to repurchase their 2026
Notes for cash. In addition, if a takeover constitutes a make-whole
fundamental change (as defined in the indenture governing the 2026
Notes), then we may be required to temporarily increase the conversion
rate. In either case, and in other cases, our obligations under the 2026
Notes and the indenture governing the 2026 Notes could increase the cost
of acquiring us or otherwise discourage a third party from acquiring us
or removing incumbent management, including in a transaction that
noteholders or holders of our common stock may view as favorable.

*We track certain operational metrics, which are subject to inherent
challenges in measurement, and real or perceived inaccuracies in such
metrics may harm our reputation and materially adversely affect our
stock price, business, results of operations, and financial condition.*

We track certain operational metrics, including metrics such as Nights
and Experiences Booked, GBV, average daily rates ("DR", active listings,
active bookers, Hosts, and guest arrivals, which may differ from
estimates or similar metrics published by thir

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d parties due to
differences in sources, methodologies, or the assumptions on which we
rely. Our internal systems and tools are subject to a number of
limitations, and our methodologies for tracking these metrics may change
over time, which could result in unexpected changes to our metrics,
including the metrics we publicly disclose. If the internal systems and
tools we use to track these metrics undercount or overcount performance
or contain algorithmic or other technical errors, the data we report may
not be accurate. While these numbers are based on what we believe to be
reasonable estimates of our metrics for the applicable period of
measurement, there are inherent challenges in measuring how our platform
is used across large populations globally.

Our Nights and Experiences Booked and GBV metrics are adjusted for
cancellations and alterations that happen in the reporting period.
However, cancellations and alterations for bookings made in the
reporting period can occur beyond the current reporting period. This
results in a reported amount of Nights and Experiences Booked and GBV in
the quarter of the booking for which all of the bookings may ultimately
not result in check-ins,and subsequently reduces our Nights and
Experiences Booked and GBV metrics in subsequent quarters when we
experience cancellations. Cancellations and alterations to previously
booked trips increased dramatically after the COVID-19 outbreak, as
guests were either unable to travel or uncomfortable traveling. If we
experience high levels of cancellations in the future, our performance
and related business metrics will be materially adversely affected.

The calculation of Nights and Experiences Booked, GBV, and active
listings requires the ongoing collection of data on new offerings that
are added to our platform over time. Our business is complex, and the
methodology used to calculate Nights and Experiences Booked, GBV, and
active listings may require future adjustments to accurately represent
the full value of new offerings.

An active booker is a unique guest who has booked a stay or experience
in a given time period. Certain individuals may have more than one guest
account and therefore may be counted more than once in our count of
active bookers. We count the number of Hosts on our platform based on
the number of Hosts with an available listing as of a certain date. Some
individua

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ls may have more than one Host account and therefore may be
counted more than once as Hosts.

Our metrics, including our reported Nights and Experiences Booked, GBV,
and active listings, may include fraudulent bookings, accounts, and
other activities that have not been flagged by our trust and safety
teams or identified by our machine learning algorithms or not yet
addressed by our operational teams, which could mean these activities on
our site are not identified or addressed in a timely manner or at all,
reducing the accuracy of our metrics. Further, any such fraudulent
activity, along with associated refunds and cancellations, would reduce
our metrics, in particular Nights and Experiences Booked, GBV, and
active listings, in the quarter in which it is discovered. Limitations
or errors with respect to how we measure data or with respect to the
data that we measure may affect our understanding of certain details of
our business, which could affect our long-term strategies. If our
operational metrics are not accurate representations of our business, or
if investors do not perceive these metrics to be accurate, or if we
discover material inaccuracies with respect to these figures, our
reputation may be significantly harmed, our stock price could decline,
we may be subject to stockholder litigation, and our business, results
of operations, and financial condition could be materially adversely
affected.

*Our efforts to create new offerings and initiatives are costly, and if
we are unable to successfully pursue such offerings and initiatives, we
may fail to grow, and our business, results of operations, and financial
condition would be materially adversely affected.*

23

We need to continue to invest in the development of new offerings and
initiatives that differentiate us from our competitors, such as Airbnb
Experiences. Developing and delivering these new offerings and
initiatives increase our expenses and our organizational complexity, and
we may experience difficulties in developing and implementing these new
offerings and initiatives.

Our new offerings and initiatives have a high degree of risk, as they
may involve unproven businesses with which we have limited or no prior
development or operating experience. There can be no assurance that
consumer demand for such offerings and initiatives will exist or be
sustained at the levels that we anticipate, that

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we will be able to
successfully manage the development and delivery of such offerings and
initiatives, or that any of these offerings or initiatives will gain
sufficient market acceptance to generate sufficient revenue to offset
associated expenses or liabilities. It is also possible that offerings
developed by others will render our offerings and initiatives
noncompetitive or obsolete. Further, these efforts entail investments in
our systems and infrastructure, payments platform, and increased legal
and regulatory compliance expenses, could distract management from
current operations, and will divert capital and other resources from our
more established offerings and geographies. Even if we are successful in
developing new offerings and initiatives, regulatory authorities may
subject us or our Hosts and guests to new rules, taxes, or restrictions
or more aggressively enforce existing rules, taxes, or restrictions,
that could increase our expenses or prevent us from successfully
commercializing these initiatives. If we do not realize the expected
benefits of our investments, we may fail to grow and our business,
results of operations, and financial condition would be materially
adversely affected.

*If we fail to comply with federal, state, and foreign laws relating to
data privacy and data security, we may face potentially significant
liability, negative publicity, an erosion of trust, and increased
regulation and could materially adversely affect our business, results
of operations, and financial condition.*

Data privacy and data security laws, rules, and regulations are complex,
and their interpretation is rapidly evolving, making implementation and
enforcement, and thus compliance requirements, ambiguous, uncertain, and
potentially inconsistent. Compliance with such laws may require changes
to our data collection, use, transfer, disclosure, other processing, and
certain other related business practices and may thereby increase
compliance costs or have other material adverse effects on our business.
As part of Host and guest registration and business processes, we
collect and use personal data, such as names, dates of birth, email
addresses, phone numbers, and identity verification information (for
example, government issued identification or passport), as well as
credit card or other financial information that Hosts and guests provide
to us. The laws o

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f many states and countries require businesses that
maintain such personal data to implement reasonable measures to keep
such information secure and otherwise restrict the ways in which such
information can be collected and used.

For example, the GDPR, which became effective on May 5, 2018, has
resulted and will continue to result in significantly greater compliance
burdens and costs for companies like ours. The GDPR regulates our
collection, control, processing, sharing, disclosure, and other use of
data that can directly or indirectly identify a living individual
("ersonal data", and imposes stringent data protection requirements with
significant penalties, and the risk of civil litigation, for
noncompliance.

Failure to comply with the GDPR may result in fines of up to 20 illion
Euros or up to 4% of the annual global revenue of the infringer,
whichever is greater. It may also lead to civil litigation, with the
risks of damages or injunctive relief, or regulatory orders adversely
impacting the ways in which our business can use personal data. Many
large geographies in which we operate, including Australia, Brazil,
Canada, China, and India, have passed or are in the process of passing
comparable or other robust data privacy and security legislation or
regulation, which may lead to additional costs and increase our overall
risk exposure.

In addition, from January 1, 2021 (when the transitional period
following Brexit expired), we are also subject to the GDPR, which,
together with the amended UK Data Protection Act of 2018, retains the
GDPR in UK national law. Both regimes have the ability to fine up to the
greater of 20 illion Euros (17 million British Pounds) or 4% of global
turnover, respectively. The UK framework may in the future start to
diverge from the EU framework, and these changes may lead to additional
costs and increase our overall risk exposure.

Additionally, we are subject to laws, rules, and regulations regarding
cross-border transfers of personal data, including laws relating to
transfer of personal data outside the European Economic Area ("EA".
Recent legal developments in Europe have created complexity and
uncertainty regarding transfers of personal data from the EEA and United
Kingdom to the United States and other jurisdictions. On July 6, 2020,
the CJEU invalidated the EU-US Privacy Shield Framework ("rivacy Shield"
under which person

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al data could be transferred from the EEA to US
entities that had self-certified under the Privacy Shield scheme. While
the CJEU upheld the adequacy of the standard contractual clauses (a
standard form of contract approved by the European Commission as an
adequate personal data transfer mechanism, and potential alternative to
the Privacy Shield), it noted that reliance on them alone may not
necessarily be sufficient in all circumstances; this has created
uncertainty and increased the risk around our international operations.
Following the CJEU' ruling, there has been increased regulatory action
in this area and several decisions by EU Data Protection Authorities
that transfer to the United States, including transfer to well-known
U.S. service providers, are unlawful. As the enforcement landscape
further develops, and supervisory authorities issue further decisions
and guidance on personal data export mechanisms, including circumstances
where the standard contractual clauses cannot be used or if our use of
certain products and vendors is the subject of investigation, we could
suffer additional costs, complaints, or fines, have to stop using
certain tools and vendors and make other operational changes, and/or if
we are otherwise unable to transfer personal data between and among
countries and regions in which we operate, it could affect the manner in
which we provide our services, the geographical location or segregation
of our relevant systems and operations, and could materially adversely
affect our business, results of operations and financial condition.

In addition to other mechanisms (particularly standard contractual
clauses), we previously relied on our own Privacy Shield certification
and, in limited instances, the Privacy Shield certifications of third
parties (for example, vendors and partners) for the purposes of
transferring personal data from the EEA and United Kingdom to the United
States. We continue to rely on the standard contractual clauses to
transfer personal data outside the EEA and United Kingdom, including to
the United States. Additionally, in certain circumstances, we rely on
derogations provided for by law. These recent developments may require
us to review and amend the legal mechanisms by which we make and/ or
receive personal data transfers to the United States and other
jurisdictions. As our lead supervisory authority, the Europe

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an Data
Protection Board, and other data protection regulators issue further
guidance on personal data export mechanisms, including

24

circumstances where the standard contractual clauses cannot be used,
and/or take further or start taking enforcement action, we could suffer
additional costs, have to stop using certain tools and vendors and make
operational changes, suffer complaints and/or regulatory investigations
or fines, and/or if we are otherwise unable to transfer personal data
between and among countries and regions in which we operate, it could
affect the manner in which we provide our services and our ability to
provide our services, the geographical location or segregation of our
relevant systems and operations, and could materially adversely affect
our business, results of operations, and financial condition.

In the United States, there are numerous federal and state data privacy
and security laws, rules, and regulations governing the collection, use,
storage, sharing, transmission, and other processing of personal
information, including federal and state data privacy laws, data breach
notification laws, and consumer protection laws. One such federal law is
the Gramm-Leach-Bliley Act of 1999 ("LBA" and its implementing
regulations, which restricts certain collection, processing, storage,
use, and disclosure of personal information, requires notice to
individuals of privacy practices, and provides individuals with certain
rights to prevent the use and disclosure of certain nonpublic or
otherwise legally protected information. These rules also impose
requirements for the safeguarding and proper destruction of personal
information through the issuance of data security standards or
guidelines. The U.S. government, including Congress, the Federal Trade
Commission and the Department of Commerce, has announced that it is
reviewing the need for greater regulation for the collection of
information concerning consumer behavior on the Internet, including
regulation aimed at restricting certain targeted advertising practices.
In addition, numerous states have enacted or are in the process of
enacting state level data privacy laws and regulations governing the
collection, use, and processing of state residents'personal data. For
example, the CCPA took effect on January , 2020. The CCPA established a
new privacy framework for covered businesses such as ours

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, and may
continue to require us to modify our data processing practices and
policies and incur compliance related costs and expenses. The CCPA
provides new and enhanced data privacy rights to California residents,
such as affording consumers the right to access and delete their
information and to opt out of certain sharing and sales of personal
information. The CCPA also prohibits covered businesses from
discriminating against consumers (for example, charging more for
services) for exercising any of their CCPA rights. The CCPA imposes
severe statutory damages as well as a private right of action for
certain data breaches of specific categories of personal information.
This private right of action has increased the risks associated with
data breach litigation. In November 2020, California voters passed the
California Privacy Rights and Enforcement Act of 2020 ("PRA". The CPRA
went into effect on January 1, 2023. The CPRA modifies and expands the
CCPA with additional data privacy compliance requirements that may
impact our business, and establishes a regulatory agency dedicated to
enforcing those requirements. In addition, Virginia, Colorado, Utah, and
Connecticut recently passed comprehensive privacy laws that take effect
in 2023 and will impose obligations similar to or more stringent than
those we may face under other data privacy and security laws. Together,
these laws will add additional complexity, variation in requirements,
restrictions and potential legal risk, require additional investment in
resources to compliance programs, could impact strategies and
availability of previously useful data, and could result in increased
compliance costs and/or changes in business practices and policies.

Various other governments and consumer agencies around the world have
also called for new regulation and changes in industry practices and
many have enacted different and often contradictory requirements for
protecting personal information collected and maintained electronically.
Compliance with numerous and contradictory requirements of different
jurisdictions is particularly difficult and costly for an online
business such as ours, which collects personal information from Hosts,
guests, and other individuals in multiple jurisdictions. If any
jurisdiction in which we operate adopts news laws or changes its
interpretation of its laws, rules, or regulations relating

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to data
residency or localization such that we are unable to comply in a timely
manner or at all, we could risk losing our rights to operate in such
jurisdictions. While we have invested and continue to invest significant
resources to comply with privacy regulations around the world, many of
these regulations expose us to the possibility of material penalties,
significant legal liability, changes in how we operate or offer our
products, and interruptions or cessation of our ability to operate in
key geographies, any of which could materially adversely affect our
business, results of operations, and financial condition.

Furthermore, to improve the trust and safety on our platform, we conduct
certain verification procedures aimed at our Hosts, guests, and listings
in certain jurisdictions. Such verification procedures may include
utilizing public information on the Internet, accessing public databases
such as court records, utilizing third-party vendors to analyze Host or
guest data, or physical inspection. These types of activities may expose
us to the risk of regulatory enforcement from privacy regulators,
consumer protection agencies, consumer credit reporting agencies, and
civil litigation.

When we are required to disclose personal data pursuant to demands from,
or give data access to, government agencies, including tax authorities,
state and city regulators, law enforcement agencies, and intelligence
agencies, our Hosts, guests, and data privacy and security regulators
could perceive such disclosure as a failure by us to comply with data
privacy and data security policies, notices, and laws, which could
result in proceedings or actions against us in the same or other
jurisdictions. Conversely, if we do not provide the requested
information to government agencies due to a disagreement, such as on the
interpretation of the law, we are likely to face enforcement action from
such government, engage in litigation, face increased regulatory
scrutiny, and experience an adverse impact on our relationship with
governments or our ability to offer our services within certain
jurisdictions. Any of the foregoing could materially adversely affect
our brand, reputation, business, results of operations, and financial
condition.

Our business also increasingly relies on machine learning, artificial
intelligence, and automated decision making to improve our services and

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tailor our interactions with our customers. However, in recent years use
of these methods has come under increased regulatory scrutiny. New laws,
guidance, and/or decisions in this area may limit our ability to use our
machine learning and artificial intelligence, or require us to make
changes to our platform or operations that may decrease our operational
efficiency, result in an increase to operating costs and/or hinder our
ability to improve our services. For example, there are specific rules
on the use of automated decision making under global privacy laws that
require the existence of automated decision making to be disclosed to
the data subject with a meaningful explanation of the logic used in such
decision making in certain circumstances, and safeguards must be
implemented to safeguard individual rights, including the right to
obtain human intervention and to contest any decision. Further,
California recently introduced a law requiring disclosure of chatbot
functionality and more US states are contemplating similar laws.

Any failure or perceived failure by us to comply with consumer
protection, data privacy or data security laws, rules, and regulations;
policies; or enforcement notices and/or assessment notices (for a
compulsory audit) could result in proceedings or actions against us by
individuals,

25

consumer rights groups, government agencies, or others. We may also face
civil claims including representative actions and other class action
type litigation (where individuals have suffered harm), potentially
amounting to significant compensation or damages liabilities, as well as
associated costs, and diversion of internal resources. We could incur
significant costs in investigating and defending such claims and, if
found liable, pay significant damages or fines or be required to make
changes to our business. Further, these proceedings and any subsequent
adverse outcomes may subject us to significant negative publicity, and
an erosion of trust. If any of these events were to occur, our business,
results of operations, and financial condition could be materially
adversely affected.

*If we fail to prevent data security breaches, there may be damage to
our brand and reputation, material financial penalties, and legal
liability, along with a decline in use of our platform, which would
materially adversely affect our business, results of operations,

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and
financial condition.*

There are risks of security breaches both on and off our systems as we
increase the types of technology we use to operate our platform,
including mobile apps and third-party payment processing providers, and
as we collaborate with third parties that may need to process our Host
or guest data or have access to our infrastructure. The evolution of
technology systems introduces ever more complex security risks that are
difficult to predict and defend against. Further, there has been a surge
in widespread cyber-attacks during the COVID-19 pandemic. The increase
in the frequency and scope of cyber-attacks during the COVID-19 pandemic
has exacerbated data security risks. An increasing number of companies,
including those with significant online operations, have recently
disclosed breaches of their security, some of which involved
sophisticated tactics and techniques allegedly attributable to organized
criminal enterprises or nation-state actors. While we take measures to
guard against the type of activity that can lead to data breaches, the
techniques used by bad actors to obtain unauthorized access, disable or
degrade service, or sabotage systems change frequently and often are
unknown until launched against a target. As such, we may be unable to
anticipate these tactics and techniques or to implement adequate
preventative measures.

Further, with a large geographically disparate employee base, we are not
immune from the possibility of a malicious insider compromising our
information systems and infrastructure. This risk has grown in light of
the greater adoption of remote work. We also have a distributed
community support organization including third-party providers that have
access to personal information and systems. We and other companies in
our industry have dealt with incidents involving such insiders
exfiltrating the personal data of customers, stealing corporate trade
secrets and key financial metrics, and illegally diverting funds. No
series of measures can fully safeguard against a sufficiently determined
and skilled insider threat.

In addition, bad actors have targeted and will continue to target our
Hosts and guests directly with attempts to breach the security of their
accounts or management systems, such as through phishing attacks where a
third party attempts to infiltrate our systems or acquire information by
posing as

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a legitimate inquiry or electronic communication, which are
fraudulent identity theft schemes designed to appear as legitimate
communications from us or from our Hosts or guests, partners, or
vendors. We have seen many instances of our Hosts and guests falling
prey to such schemes, which result in their accounts being taken over by
fraudsters intent on perpetrating fraud against them, other users, and
our platform. Bad actors may also employ other schemes aimed at
defrauding our Hosts or guests in ways that we may not anticipate or be
able to adequately guard against. Even if phishing and spamming attacks
and other fraud schemes are not carried out through our systems, victims
may nevertheless seek recovery from us. Because of our prominence, we
believe that we are a particularly attractive target for such attacks.
Though it is difficult to determine what, if any, harm may directly
result from any specific scheme or attack, any failure to maintain
performance, reliability, security, and availability of our offerings,
services, and technical infrastructure to the satisfaction of our Hosts
and guests may harm our reputation and our ability to retain existing
Hosts and guests and attract new Hosts and guests. The ability of
fraudsters to directly target our Hosts and guests with fraudulent
communications, or cause an account takeover, exposes us to significant
financial fraud risk, including costly litigation, which is difficult to
fully mitigate.

Generally, our practice is to encrypt certain sensitive data when it is
in transit and at rest. However, advances in computer capabilities,
increasingly sophisticated tools and methods used by hackers and cyber
terrorists, new discoveries in the field of cryptography, or other
developments may result in our failure or inability to adequately
protect sensitive data.

Our information technology infrastructure may be vulnerable to computer
viruses or physical or electronic intrusions that our security measures
may not detect. We have experienced security incidents in the past, and
we may face additional attempted security intrusions in the future. Any
circumvention of our security measures could result in the
misappropriation of confidential or proprietary information, interrupt
our operations, result in financial loss, damage our computers or those
of our Hosts and guests, or otherwise cause damage to our reputation a

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nd
business. Further, the ability to bypass our information security
controls could degrade our trust and safety programs, which could expose
individuals to a risk of physical harm or violence.

If there is a breach of our computer systems and we know or suspect that
certain personal data has been exfiltrated, accessed, or used
inappropriately, we may need to inform privacy regulators across the
world, as well as the Hosts or guests whose data was stolen, accessed,
or misused. This may subject us to significant regulatory fines and
penalties. Further, under certain regulatory schemes, such as the CCPA,
we may be liable for statutory damages on a per breached record basis,
irrespective of any actual damages or harm to the individual. This means
that in the event of a breach we could face government scrutiny or
consumer class actions alleging statutory damages amounting to hundreds
of millions, and possibly billions of dollars.

We rely on third-party service providers, including financial
institutions, to process some of our data and that of our Hosts and
guests, including payment information, and any failure by such third
parties to prevent or mitigate security breaches or improperaccess to,
or disclosure of, such information could have adverse consequences for
us similar to an incident directly on our systems. We have acquired and
will continue to acquire companies that are vulnerable to security
breaches, and we may be responsible for any security breaches of these
newly acquired companies. While we conduct due diligence of these
companies, we do not have access to the full operating history of the
companies and cannot be certain there have not been security breaches
prior to our acquisition.

We expend, and expect to continue to expend, significant resources to
protect against security related incidents and address problems caused
by such incidents. Even if we were to expend more resources, regulators
and complainants may not deem our efforts sufficient, and

26

regardless of the expenditure, the risk of security related incidents
cannot be fully mitigated. We have a heightened risk of security
breaches due to some of our operations being located in certain
international jurisdictions. Any actual or alleged security breaches or
alleged violations of federal, state, or foreign laws or regulations
relating to data privacy and data security could result in

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mandated user
notifications, litigation, government investigations, significant fines,
and expenditures; divert management' attention from operations; deter
people from using our platform; damage our brand and reputation; force
us to cease operations for some length of time; and materially adversely
affect our business, results of operations, and financial condition.
Defending against claims or litigation based on any security breach or
incident, regardless of their merit, will be costly and may cause
reputation harm. The successful assertion of one or more large claims
against us that exceed available insurance coverage, denial of coverage
as to any specific claim, or any change or cessation in our insurance
policies and coverages, including premium increases or the imposition of
large deductible requirements, could have a material adverse effect on
our business, results of operations, and financial condition.

*Our platform is highly complex, and any undetected errors could
materially adversely affect our business, results of operations, and
financial condition.*

Our platform is a complex system composed of many interoperating
components and software, including algorithms thatincorporate machine
learning and exhibit characteristics of artificial intelligence. Our
business is dependent upon our ability to prevent system interruption on
our platform, to effectively implement updates to our systems and to
appropriately monitor and maintain our systems. Our software, including
open source software that is incorporated into our code, may now or in
the future contain undetected errors, bugs, vulnerabilities, or
backdoors. Some errors, bugs, vulnerabilities, or backdoors in our
software code have not been and may not be discovered until after the
code has been released. We have, from time to time, found defects or
errors in our system and software limitations that have resulted in, and
may discover additional issues in the future that could result in,
platform unavailability or system disruption, or the inability of our
systems to implement timely updates that are required for regulatory
compliance. For example, defects or errors have resulted in and could
result in the delay in making payments to Hosts or overpaying or
underpaying Hosts, which would impact our cash position and may cause
Hosts to lose trust in our payment operations. Any errors, bugs,
vulnera

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bilities, or backdoors discovered in our code or systems released
to production or found in third-party software, including open source
software, that is incorporated into our code, any misconfigurations of
our systems, or any unintended interactions between systems could result
in poor system performance, an interruption in the availability of our
platform, incorrect payments, incorrect calculations, search ranking
problems, Host account takeovers, fraudulent listings, issues with
chatbot behavior, inadvertent failure to effectively comply with legal,
tax, or regulatory requirements, negative publicity, damage to our
reputation, loss of existing and potential Hosts and guests, loss of
revenue, liability for damages, a failure to comply with certain legal
or tax reporting obligations, and regulatory inquiries or other
proceedings, any of which could materially adversely affect our
business, results of operations, and financial condition.

*System capacity constraints, system or operational failures, or
denial-of-service or other attacks could materially adversely affect our
business, results of operations, and financial condition.*

Since our founding, we have experienced rapid growth in consumer traffic
to our platform. If our systems and network infrastructure cannot be
expanded or are not scaled to cope with increased demand or fail to
perform, we could experience unanticipated disruptions in service,
slower response times, decreased customer satisfaction, and delays in
the introduction of new offerings and tiers.

Our systems and operations, including those provided by third-party
service providers, are vulnerable to damage or interruption from human
error, computer viruses, earthquakes, floods, fires, power loss, and
similar events. For example, we have significant operations in San
Francisco, which is built on a high-risk liquefaction zone and is near
major earthquake fault lines. In addition, Northern California has
recently experienced, and may continue to experience power outages
during the fire season and our headquarters does not have power
generator backup to maintain full business continuity. A catastrophic
event that results in the destruction or disruption of our headquarters,
any third-party cloud hosting facilities, or our critical business or
information technology systems could severely affect our ability to
conduct normal business operati

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ons and result in lengthy interruptions
or delays of our platform and services.

Our systems and operations are also subject to break-ins, sabotage,
intentional acts of vandalism, terrorism, and similar misconduct from
external sources and malicious insiders. Our existing security measures
may not be successful in preventing attacks on our systems, and any such
attack could cause significant interruptions in our operations. For
instance, from time to time, we have experienced distributed
denial-of-service type attacks on our systems that have made portions of
our platform slow or unavailable for periods of time. There are numerous
other potential forms of attack, such as phishing, account takeovers,
malicious code injections, ransomware or other extortion-based attempts,
and the attempted use of our platform to launch a denial-of-service
attack against another party, each of which could cause significant
interruptions in our operations or involve us in legal or regulatory
proceedings. Reductions in the availability and response time of our
online platform could cause loss of substantial business volumes during
the occurrence of any such attack on our systems and measures we may
take to divert suspect traffic in the event of such an attack could
result in the diversion of bona fide customers. These issues are likely
to become more difficult to manage as we expand the number of places
where we operate and the variety of services we offer, and as the tools
and techniques used in such attacks become more advanced and available.
Successful attacks could result in negative publicity and damage to our
reputation, and could prevent consumers from booking or visiting our
platform during the attack, any of which could materially adversely
affect our business, results of operations, and financial condition.

In the event of certain system failures, we may not be able to switch to
back-up systems immediately and the time to full recovery could be
prolonged. We have experienced system failures from time to time. In
addition to placing increased burdens on our engineering staff, these
outages create a significant amount of consumer questions and complaints
that need to be addressed by our community support team. Any unscheduled
interruption in our service could result in an immediate and significant
loss of revenue, an increase in community support costs, harm to our
repu

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tation, and could result in some consumers switching to our
competitors. If we experience frequent or persistent system failures,
our brand and reputation could be permanently and significantly harmed,
and our business, results of operations, and financial condition could
be materially adversely affected. While we have taken and continue to
take steps to increase the reliability and redundancy of our systems,
these steps are expensive and may not be completely effective in
reducing the frequency or duration of unscheduled downtime. We do not
carry business interruption insurance sufficient to compensate us for
all losses that may occur.

27

We use both internally developed systems and third-party systems to
operate our platform, including transaction and payment processing, and
financial and accounting systems. If the number of consumers using our
platform increases substantially, or if critical third-party systems
stop operating as designed, we may need to significantly upgrade,
expand, or repair our transaction and payment processing systems,
financial and accounting systems, and other infrastructure. We may not
be able to upgrade our systems and infrastructure to accommodate such
conditions in a timely manner, and depending on the systems affected,
our transaction and payment processing, and financial and accounting
systems could be impacted for a meaningful amount of time, which could
materially adversely affect our business, results of operations, and
financial condition.

Our business depends on the performance and reliability of the Internet,
mobile, telecommunications network operators, and other infrastructures
that are not under our control. As consumers increasingly turn to mobile
devices, we also become dependent on consumers'access to the Internet
through mobile carriers and their systems. Disruptions in Internet
access, whether generally, in a specific region or otherwise, could
materially adversely affect our business, results of operations, and
financial condition.

*Uncertainty in the application of taxes to our Hosts, guests, or
platform could increase our tax liabilities and may discourage Hosts and
guests from conducting business on our platform.*

We are subject to a variety of taxes and tax collection obligations in
the United States (federal, state, and local) and numerous foreign
jurisdictions. We have received communications from nu

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merous foreign,
federal, state, and local governments regarding the application of tax
laws or regulations to our business or demanding data about our Hosts
and guests to aid in threatened or actual enforcement actions against
our Hosts and guests. In many jurisdictions where applicable, we have
agreed to collect and remit taxes on behalf of our Hosts. We have been
subject to complaints by, and are involved in a number of lawsuits
brought by, certain government entities for alleged responsibility for
direct and indirect taxes. In some jurisdictions we are in dispute with
respect to past and future taxes. A number of jurisdictions have
proposed or implemented new tax laws or interpreted existing laws to
explicitly apply various taxes to businesses like ours. Laws and
regulations relating to taxes as applied to our platform, and to our
Hosts and guests, vary greatly among jurisdictions, and it is difficult
or impossible to predict how such laws and regulations will be applied.

The application of indirect taxes, such as lodging taxes, hotel, sales
and use tax, privilege taxes, excise taxes, VAT, goods and services tax,
digital services taxes, harmonized sales taxes, business tax, andgross
receipt taxes (together, "ndirect taxes" to e-commerce activities such
as ours and to our Hosts or guests is a complex and evolving issue. Some
of such tax laws or regulations hold us responsible for the reporting,
collection, and payment of such taxes, and such laws could be applied to
us for transactions conducted in the past as well as transactions in the
future. Many of the statutes and regulations that impose these taxes
were established before the adoption and growth of the Internet and
e-commerce. New or revised foreign, federal, state, or local tax
regulations may subject us or our Hosts and guests to additional
indirect, income, and other taxes, and depending upon the jurisdiction
could subject us or our Hosts and guests to significant monetary
penalties and fines for non-payment of taxes. An increasing number of
jurisdictions are considering adopting or have adopted laws or
administrative practices that impose new tax measures, including digital
platform revenue-based taxes, targeting online sharing platforms and
online marketplaces, and new obligations to collect Host income taxes,
sales, consumption, value added, or other taxes on digital platforms. We
may recogn

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ize additional tax expenses and be subject to additional tax
liabilities, and our business, results of operations, and financial
condition could be materially adversely affected by additional taxes of
this nature or additional taxes or penalties resulting from our failure
to comply with any reporting, collection, and payment obligations. We
accrue a reserve for such taxes when the likelihood is probable that
such taxes apply to us, and upon examination or audit, such reserves may
be insufficient.

New or revised taxes and, in particular, the taxes described above and
similar taxes would likely increase the price paid by guests, the cost
of doing business for our Hosts, discourage Hosts and guests from using
our platform, and lead to a decline in revenue, and materially adversely
affect our business, results of operations, and financial condition. If
we are required to disclose personal data pursuant to demands from
government agencies for tax reporting purposes, our Hosts, guests, and
regulators could perceive such disclosure as a failure by us to comply
with data privacy and data security policies, notices, and laws and
commence proceedings or actions against us. If we do not provide the
requested information to government agencies due to a disagreement on
the interpretation of the law, we are likely to face enforcement action,
engage in litigation, face increased regulatory scrutiny, and experience
an adverse impact in our relationships with governments. Our competitors
may arrive at different or novel solutions to the application of taxes
to analogous businesses that could cause our Hosts and guests to leave
our platform in favor of conducting business on the platforms of our
competitors. This uncertainty around the application of taxes and the
impact of those taxes on the actual or perceived value of our platform
may also cause guests to use OTAs, hotels, or other traditional travel
services. Any of these events could materially adversely affect our
brand, reputation, business, results of operations, and financial
condition.

We devote significant resources, including management time, to the
application and interpretation of laws and working with various
jurisdictions to clarify whether taxes are applicable and the amount of
taxes that apply. The application of indirect taxes to our Hosts,
guests, and our platform significantly increases our operational

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expenses as we build the infrastructure and tools to capture data and to
report, collect, and remit taxes. Even if we are able to build the
required infrastructure and tools, we may not be able to complete them
in a timely fashion, in particular given the speed at which regulations
and their interpretations can change, which could harm our relationship
with governments and our reputation, and result in enforcement actions
and litigation. The lack of uniformity in the laws and regulations
relating to indirect taxes as applied to our platform and to our Hosts
and guests further increases the operational and financial complexity of
our systems and processes, and introduces potential for errors or
incorrect tax calculations, all of which are costly to our business and
results of operations. Certain regulations may be so complex as to make
it infeasible for us to be fully compliant. As our business operations
expand or change, including as a result of introducing new or enhanced
offerings, tiers or features, or due to acquisitions, the application of
indirect taxes to our business and to our Hosts and guests will further
change and evolve, and could further increase our liability for taxes,
discourage Hosts and guests from using our platform, and materially
adversely affect our business, results of operations, and financial
condition.

28

*We face possible risks associated with natural disasters and extreme
weather events (the frequency and severity of which may be impacted by
climate change), which may include more frequent or severe storms,
extreme temperatures and ambient temperature increases, hurricanes,
flooding, rising sea levels, shortages of water, droughts, and
wildfires, any of which could have a material adverse effect on our
business, results of operations, and financial condition.*

We are subject to the risks associated with natural disasters and the
physical effects of climate change, which may include more frequent or
severe storms, extreme temperatures and ambient temperature increases,
hurricanes, flooding, rising sea levels, shortages of water, droughts,
and wildfires (although it is currently impossible to accurately predict
the impact of climate change on the frequency or severity of these
events), any of which could have a material adverse effect on our
business, results of operations, and financial condition. We, including
through our Hos

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ts, operate in certain areas where the risk of natural or
climate-related disaster or other catastrophic losses exists, and the
occasional incidence of such an event could cause substantial damage to
us, our Hosts'property or the surrounding area. For example, to the
extent climate change causes changes in weather patterns or an increase
in extreme weather events, our coastal destinations could experience
increases in storm intensity and rising sea-levels causing damage to our
Hosts'properties and result in a reduced number of listings in these
areas. Other destinations could experience extreme temperatures and
ambient temperature increases, shortages of water, droughts, wildfires,
and other extreme weather events that make those destinations less
desirable. Climate change may also affect our business by increasing the
cost of, or making unavailable, property insurance on terms our Hosts
find acceptable in areas most vulnerable to such events, increasing
operating costs for our Hosts, including the availability and cost of
water or energy, and requiring our Hosts to expend funds as they seek to
repair and protect their properties in connection with such events. As a
result of the foregoing and other climate-related issues, our Hosts may
decide to remove their listings from our platform. If we are unable to
provide listings in certain areas due to climate change, we may lose
both Hosts and guests, which could have a material adverse effect on our
business, results of operations, and financial condition.

*We may experience significant fluctuations in our results of
operations, which make it difficult to forecast our future results.*

Our results of operations may vary significantly and are not necessarily
an indication of future performance. We experience seasonal fluctuations
in our financial results. We experience seasonality in our Nights and
Experiences Booked and GBV, and seasonality in Adjusted EBITDA that is
consistent with seasonality of our revenue, which has historically been,
and is expected to continue to be, highest in the third quarter when we
have the most check-ins as it is the peak travel season for North
America and EMEA. We recognize revenue upon the completion of a
check-in. As our business matures, other seasonal trends may develop, or
these existing seasonal trends may become more extreme. Since the
beginning of the pandemic, we saw a si

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gnificant geographic mix shift
towards bookings in North America, entire homes, and non-urban
destinations, all of which tend to have higher average daily rates.
These trends and their impact on our average daily rate may change as
the pandemic eases and cross-border travel and urban destinations
recover.

In addition, our results of operations may fluctuate as a result of a
variety of other factors, some of which are beyond our control,
including:

•reduced travel and cancellations due to other events beyond our control
such as health concerns, including the COVID-19 pandemic, other
epidemics and pandemics, natural disasters, wars, regional hostilities
or law enforcement demands, and other regulatory actions;

•global macroeconomic conditions;

•periods with increased investments in our platform for existing
offerings, new offerings and initiatives, marketing, and the
accompanying growth in headcount;

•our ability to maintain growth and effectively manage that growth;

•increased competition;

•our ability to expand our operations in new and existing regions;

•changes in governmental or other regulations affecting our business;

•changes to our internal policies or strategies;•harm to our brand or reputation; and

•other risks described elsewhere in this Annual Report on Form 10-K.

As a result, we may not accurately forecast our results of operations.
In addition, we experience a difference in timing between when a booking
is made and when we recognize revenue, which ordinarily occurs upon
check-in. The effect of significant downturns in bookings in a
particular quarter may not be fully reflected in our results of
operations until future periods because of this timing in revenue
recognition. Moreover, we base our expense levels and investment plans
on estimates for revenue that may turn out to be inaccurate. A
significant portion of our expenses and investments are fixed, and we
may not be able to adjust our spending quickly enough if our revenue is
less than expected, resulting in losses that exceed our expectations. If
our assumptions regarding the risks and uncertainties that we use to
plan our business are incorrect or change, or if we do not address these
risks successfully, our results of operations could differ materially
from our expectations and our business, results of operations, and
financial condition could be materially adversely affected

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.

*We currently rely on a number of third-party service providers to host
and deliver a significant portion of our platform and services, and any
interruptions or delays in services from these third parties, such as
those resulting from cybersecurity incidents, could impair the delivery
of our platform and services, and our business, results of operations,
and financial condition could be materially adversely affected.*

We rely primarily on Amazon Web Services in the United States and abroad
to host and deliver our platform. Third parties also provide services to
key aspects of our operations, including Internet connections and
networking, data storage and processing, trust and safety, security
infrastructure, source code management, and testing and deployment. In
addition, we rely on third parties for many aspects of our payments
platform, and a significant portion of our community support operations
are conducted by third parties at their facilities. We also rely on
Google Maps and other third-party services for maps and location data
that are core to the functionality of our platform, and we integrate
applications, content, and data from third parties to deliver our
platform and services.

29

We do not control the operation, physical security, or data security of
any of these third-party providers. Despite our efforts to use
commercially reasonable diligence in the selection and retention of such
third-party providers, such efforts may be insufficient or inadequate to
prevent or remediate such risks. Some of our third-party providers,
including our cloud computing providers and our payment processing
partners have been and may be subject to further intrusions, computer
viruses, malicious software (such as ransomware), denial-of-service
attacks, phishing attacks, sabotage, acts of vandalism, terrorism, or
other misconduct, and incidents due to inadvertent error or malfeasance
by employees, contractors or other parties. There can be no assurance
that our service providers will anticipate or prevent all types of
attacks or that any security measures will be effective against all
types of cybersecurity threats and risks. Cyberattacks are expected to
accelerate on a global basis in both frequency and magnitude as threat
actors are becoming increasingly sophisticated in using techniques that
circumvent controls, evade detection, and remove forensic evidence,

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which means that our third-party providers may be unable to detect,
investigate, contain or recover from future attacks or incidents in a
timely or effective manner. In addition, the COVID-19 pandemic has
increased cybersecurity risk as a result of global remote working
dynamics that present additional opportunities for threat actors to
engage in social engineering (for example, phishing) and to exploit
vulnerabilities in non-corporate networks. Our service providers are
vulnerable to damage or interruption from power loss, telecommunications
failures, fires, floods, earthquakes, hurricanes, tornadoes, and similar
events, and they may be subject to financial, legal, regulatory, and
labor issues, each of which may impose additional costs or requirements
on us or prevent these third parties from providing services to us or
our customers on our behalf. In addition, these third parties may breach
their agreements with us, disagree with our interpretation of contract
terms or applicable laws and regulations, refuse to continue or renew
these agreements on commercially reasonable terms or at all, fail to or
refuse to process transactions or provide other services adequately,
take actions that degrade the functionality of our platform and
services, increase prices, impose additional costs or requirements on us
or our customers, or give preferential treatment to our competitors. If
we are unable to procure alternatives in a timely and efficient manner
and on acceptable terms, or at all, we may be subject to business
disruptions, losses, or costs to remediate any of these deficiencies.
Our systems currently do not provide complete redundancy of data storage
or processing or payment processing, and business continuity and
disaster recovery plans may not be effective. The occurrence of any of
the above events could result in Hosts and guests ceasing to use our
platform, reputational damage, legal or regulatory proceedings, or other
adverse consequences, which could materially adversely affect our
business, results of operations, and financial condition.

*We may raise additional capital in the future or otherwise issue
equity, which could have a dilutive effect on existing stockholders and
adversely affect the market price of our common stock. If we require
additional funding to support our business, this additional funding may
not be available on reasonable terms, or

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at all.*

We may from time to time issue additional shares of common stock. As a
result, our stockholders may experience immediate dilution. We may
engage in equity or debt financings to secure additional funds. If we
raise additional funds through future issuances of equity or convertible
debt securities, our existing stockholders could suffer significant
dilution, and any new equity securities we issue could have rights,
preferences, and privileges superior to those of holders of our Class
common stock. In addition, our stockholders will experience additional
dilution when option holders exercise their right to purchase common
stock under our equity incentive plans, when RSUs vest and settle, when
we issue equity awards to our employees under our equity incentive
plans, or when we otherwise issue additional equity. Additionally, the
terms of future debt agreements could include more restrictive
covenants, which could further restrict our business operations.

There has been increased volatility in the financial and securities
markets, which has generally made access to capital less certain and
increased the cost of obtaining new capital. Should we require
additional funding, wecannot be sure that additional financing will be
available to us on reasonable terms, or at all. If we cannot raise
additional funds when we need them, our ability to continue to support
our business and to respond to business challenges would be
significantly limited, and our business, results of operations, and
financial condition would be materially adversely affected.

*The coverage afforded under our insurance policies may be inadequate
for the needs of our business or our third-party insurers may be unable
or unwilling to meet our coverage requirements, which could materially
adversely affect our business, results of operations, and financial
condition.*

We use a combination of third-party insurance and self-insurance,
including a wholly-owned captive insurance subsidiary established in
2019, to manage the exposures related to our business operations. We
support our Host community by maintaining a variety of Host protection
programs, such as AirCover for Hosts, which includes our Host Liability
Insurance, Experiences Liability Insurance, and our Host Damage
Protection program. Our business, results of operations, and financial
condition would be materially adversely affecte

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d if (i) ost per claim,
premiums or the number of claims significantly exceeds our expectations;
(ii) e experience a claim in excess of our coverage limits; (iii) ur
insurance providers become insolvent or otherwise fail to pay on our
insurance claims; (iv) e experience a claim for which coverage is denied
by or disputed by our insurance providers; or (v) he number of claims
under our deductibles or self-insured retentions differs from historic
averages. Our spending for insurance has increased as our business has
grown and losses from covered claims have increased. Premiums have
increased as a result, and we have experienced and expect to continue to
experience increased difficulty in obtaining appropriate policy limits
and levels of coverage at a reasonable cost and with reasonable terms
and conditions. Our costs for obtaining these policies will continue to
increase as our business grows and continues to evolve. Furthermore, as
our business continues to develop and diversify, we may experience
difficulty in obtaining insurance coverage for new and evolving
offerings, which could require us to incur greater costs and materially
adversely affect our business, results of operations, and financial
condition. Additionally, if we fail to comply with insurance regulatory
requirements in the regions where we operate, or other regulations
governing insurance coverage, our brand, reputation, business, results
of operations, and financial condition could be materially adversely
affected.

*Host Liability Insurance and Experiences Liability Insurance*

In order to offset our potential exposure related to stays and
experiences and to comply with certain short-term and long-term rental
regulatory requirements, we have procured Host Liability and Experiences
Liability general liability insurance from third parties, which are
subject to certain terms, conditions, and exclusions, for claims from
guests and third parties for bodily injury or property damage arising
from bookings of stays and experiences through our platform. We and our
Hosts are insured parties, and landlords, homeowners, or condo-

30

owners associations, and any other similar entities, are additional
insured parties. However, these insurance programs may not provide
coverage for certain types of claims, including those relating to
contagious diseases such as COVID-19, and may be insufficient to fully
co

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ver costs of investigation, costs of defense, and payments or
judgments arising from covered claims. In addition, extensive or costly
claims could lead to premium increases or difficulty securing coverage,
which may result in increased financial exposure and an inability to
meet insurance regulatory requirements.

*Corporate Insurance*

We procure insurance policies to cover various business and
operations-related risks that are normal and customary and available in
the current insurance market, including general business liability,
workers'compensation, cyber liability and data breaches, crime,
directors'and officers'liability, and property insurance. We do not have
sufficient coverage for certain catastrophic events, including certain
business interruption losses, such as those resulting from the COVID-19
pandemic or extended disruptions resulting from the failure of our
third-party service providers. Additionally, certain policies may not be
available to us and the policies we have and obtain in the future may
not be sufficient to cover all of our business exposure.

*Captive Insurance Company*

We have a wholly-owned captive insurance subsidiary to manage the
financial exposurerelated to our Host and Experiences liability
insurance programs along with certain corporate insurance programs. Our
captive insurance subsidiary is a party to certain reinsurance and
indemnification arrangements that transfer a portion of the risk from
our insurance providers to the captive insurance subsidiary, which could
require us to pay out material amounts that may be in excess of our
insurance reserves. As our business continues to develop and diversify,
we may choose to or have to transfer more risk to our captive insurance
subsidiary as it may become more difficult to obtain insurance with
current retentions or deductibles and with similar terms to cover our
exposure. Our insurance reserves reflect the estimated cost for claims
incurred but not paid and claims that have been incurred but not yet
reported and other associated expenses, such as defense costs retained
by us through our captive insurance subsidiary. These amounts are based
on third-party actuarial estimates, historical claim information, and
industry data. While these reserves are believed to be adequate, our
ultimate liability could be in excess of our reserves, which could
materially adversely affect our

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results of operations and financial
position.

*Host Damage Protection Program*

We maintain a Host Damage Protection program that provides reimbursement
of up to \$3 illion for loss or damages to a Host property caused by
guests, subject to terms and conditions. While the Host Damage
Protection program is a commercial agreement with our Hosts and for
which we are primarily responsible, we maintain a contractual liability
insurance policy to provide coverage to us for claims and losses
incurred by us under the Host Damage Protection program. Increased claim
frequency and severity and increased fraudulent claims could result in
greater payouts, premium increases, and/or difficulty securing coverage.
Further, disputes with Hosts as to whether the Host Damage Protection
program applies to alleged losses or damages and the increased
submission of fraudulent payment requests could require significant time
and financial resources.

*We offer travel insurance products to guests which subject us and our
business to extensive laws, regulations and supervision.*

Since June 2022, guests in certain jurisdictions have had the
opportunity to purchase travel insurance when they make a booking. Over
time, we expect to make travel insurance available to guests in
additional countries. In the United States, travel insurance products
are subject to extensive regulation in the states in which we transact
business by state insurance departments. This regulation is generally
designed to protect the interests of consumers. States have also adopted
legislation defining and prohibiting unfair methods of competition and
unfair or deceptive acts and practices in the business of insurance that
may apply to insurance agencies. Noncompliance with any of such state
statutes may subject us to regulatory action by the relevant state
insurance regulator, and, in certain states, private litigation. In
addition, we cannot predict the impact that any new laws, rules or
regulations, or unfavorable changes in or interpretations of existing
laws, rules or regulations, may have on our business and financial
results. States also regulate various aspects of the contractual
relationships between insurers and independent agents. State insurance
regulators may also conduct periodic examinations, the results of which
could give rise to regulatory orders requiring remedial, injunctive, or
other correctiv

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e action. Similarly, travel insurance products are
subject to extensive regulation and supervision by the applicable
regulators in the United Kingdom and the European Union. The failure to
comply with applicable state and foreign laws and regulations could
result in fines and/or proceedings against us by governmental agencies
and/or consumers which, if material, could adversely affect our
business, financial condition and results of operations.

*Our community support function is critical to the success of our
platform, and any failure to provide high-quality service could affect
our ability to retain our existing Hosts and guests and attract new
ones.*

Our ability to provide high-quality support to our community of Hosts
and guests is important for the growth of our business and any failure
to maintain such standards of community support, or any perception that
we do not provide high-quality service, could affect our ability to
retain and attract Hosts and guests. Meeting the community support
expectations of our Hosts and guests requires significant time and
resources from our community support team and significant investment in
staffing, technology, including automation and machine learning to
improve efficiency, infrastructure, policies, and community support
tools. The failure to develop the appropriate technology,
infrastructure, policies, and community support tools, or to manage or
properly train our community support team, could compromise our ability
to resolve questions and complaints quickly and effectively. The number
of our Hosts and guests has grown significantly and such growth, as well
as any future growth, will put additional pressure on our community
support organization and our technology organization. In addition, as we
service a global customer base and continue to grow outside of North
America and Europe, we need to be able to provide effective support that
meets our Hosts'and guests'needs and languages globally at scale. Our
service is staffed based on complex algorithms that map to our business
forecasts. Any volatility in those forecasts could lead to staffing gaps
that could impact the quality of our service. We have in the past
experienced and may in the future experience backlog incidents that lead
to substantial delays or other issues in responding to requests for
customer support, which may reduce our ability to effectively re

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tain
Hosts and guests.

31

The vast majority of our community support is performed by a limited
number of third-party service providers. We rely on our internal team
and these third parties to provide timely and appropriate responses to
the inquiries of Hosts and guests that come to us via telephone, email,
social media, and chat. Reliance on these third parties requires that we
provide proper guidance and training for their employees, maintain
proper controls and procedures for interacting with our community, and
ensure acceptable levels of quality and customer satisfaction are
achieved. If our community support third-party service providers are
unable to attract, retain and train adequate staffing, there could be an
adverse impact on the experience of our Hosts and guests, which could
materially adversely affect our brand, business, results of operations,
and financial condition.

We provide community support to Hosts and guests and help to mediate
disputes between Hosts and guests. We rely on information provided by
Hosts and guests and are at times limited in our ability to provide
adequate support or help Hosts and guests resolve disputes due to our
lack of information or control. To the extent that Hosts and guests are
not satisfied with the quality or timeliness of our community support or
third-party support, we may not be able to retain Hosts or guests, and
our reputation as well as our business, results of operations, and
financial condition could be materially adversely affected.

When a Host or guest has a poor experience on our platform, we may issue
refunds or coupons for future stays. These refunds and coupons are
generally treated as a reduction to revenue. We may make payouts for
property damage claims under our Host Damage Protection program, which
we account for as consideration paid to a customer and is also generally
treated as a reduction in revenue. A robust community support effort is
costly, and we expect such cost to continue to rise in the future as we
grow our business. We have historically seen a significant number of
community support inquiries from Hosts and guests. Our efforts to reduce
the number of community support requests may not be effective, and we
could incur increased costs without corresponding revenue, which would
materially adversely affect our business, results of operations, and
financial condition.

*A signific

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ant portion of our bookings and revenue are denominated in
foreign currencies, and our financial results are exposed to changes in
foreign exchange rates.*

A significant portion of our business is denominated and transacted in
foreign currencies, which subjects us to foreign exchange risk. We offer
integrated payments to our Hosts and guests in over 40 currencies.
Revenue could be negatively impacted by currency fluctuations. Generally
speaking, U.S. dollar strength adversely impacts the translation of the
portion of our revenue that is generated in foreign currencies into the
U.S. dollar. For the year ended December 1, 2022, approximately 50% of
our revenue was denominated in currencies other than U.S. dollars, which
adversely impacted total revenue by 6%. We also have foreign exchange
risk with respect to certain of our assets, principally cash balances
held on behalf of Hosts and guests, that are denominated in currencies
other than the functional currency of our subsidiaries, and our
financial results are affected by the remeasurement and translation of
these non-U.S. currencies into U.S. dollars, which is reflected in the
effect of exchange rate changes on cash, cash equivalents, and
restricted cash on the consolidated statements of cash flows.
Furthermore, our platform generally enables guests to make payments in
the currency of their choice to the extent that the currency is
supported by Airbnb, which may not match the currency in which the Host
elects to get paid. In those cases, we bear the currency risk of both
the guest payment as well as the Host payment due to timing differences
in such payments. We may also risk currency rate and logic confusion by
Hosts or guests if they do not understand the currency shown.

In the first quarter of 2023, we initiated a foreign exchange cash flow
hedging program to minimize the effects of currency fluctuations on
revenue. However, hedging transactions may not successfully mitigate
losses caused by currency fluctuations, and our hedging positions may be
partial or may not exist at all in the future. While we have and may
choose to enter into transactions to hedge portions of our revenue and
balance sheet exposures in the future, it is impossible to predict or
eliminate the effects of foreign exchange rate exposure.

*We may have exposure to greater than anticipated income tax
liabilities.*

Our income tax obli

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gations are based in part on our corporate operating
structure and intercompany arrangements, including the manner in which
we operate our business, develop, value, manage, protect, and use our
intellectual property, and determine the value of our intercompany
transactions. The tax laws applicable to our business, including those
of the United States and other jurisdictions, are subject to
interpretation and certain jurisdictions are aggressively interpreting
their laws in new ways in an effort to raise additional tax revenue from
companies such as Airbnb. The taxing authorities of the jurisdictions in
which we operate may challenge our methodologies for valuing developed
technology or intercompany arrangements, which could increase our
worldwide effective tax rate and materially adversely affect our results
of operations and financial condition.

We are subject to regular review and audit by U.S. federal, state,
local, and foreign tax authorities. For example, our 2008 to 2022 tax
years remain subject to examination in the United States and California
due to tax attributes and statutes of limitations, and our 2018 to 2022
tax years remain subject to examination in Ireland. We arecurrently
under examination for income taxes by the Internal Revenue Service ("RS"
for the years 2013, 2016, 2017, and 2018. We are continuing to respond
to inquiries related to these examinations. In December 2020, we
received a Notice of Proposed Adjustment ("OPA" from the IRS for the
2013 tax year relating to the valuation of our international
intellectual property which was sold to a subsidiary in 2013. The notice
proposed an increase to our U.S. taxable income that could result in
additional income tax expense and cash tax liability of \$1.3 billion,
plus penalties and interest, which exceeds our current reserve recorded
in our consolidated financial statements by more than \$1.0 billion. We
disagree with the proposed adjustment and intend to vigorously contest
it. In February 2021, we submitted a protest to the IRS describing our
disagreement with the proposed adjustment and requesting the case be
transferred to the IRS Independent Office of Appeals ("RS Appeals". In
December 2021, we received a rebuttal from the IRS with the same
proposed adjustments that were in the NOPA. In January 2022, we entered
into an administrative dispute process with IRS Appeals. We will
continue t

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o pursue all available remedies to resolve this dispute,
including petitioning the U.S. Tax Court ("ax Court" for redetermination
if an acceptable outcome cannot be reached with IRS Appeals, and if
necessary, appealing the Tax Court' decision to the appropriate
appellate court. If the IRS prevails in the assessment of additional tax
due based on its position and such tax and related interest and
penalties, if any, exceeds our current reserves, such outcome could have
a material adverse impact on our financial position and results

32

of operations, and any assessment of additional tax could require a
significant cash payment and have a material adverse impact on our cash
flow.

The determination of our worldwide provision for (benefit from) income
taxes and other tax liabilities requires significant judgment by
management, and there are many transactions where the ultimate tax
determination is uncertain. Our provision for (benefit from) income
taxes is also determined by the manner in which we operate our business,
and any changes to such operations or laws applicable to such operations
may affect our effective tax rate. Although we believe that our
provision for (benefit from) income taxes is reasonable, the ultimate
tax outcome may differ from the amounts recorded in our financial
statements and could materially affect our financial results in the
period or periods for which such determination is made. In addition, our
future tax expense could be adversely affected by earnings being lower
than anticipated in jurisdictions that have lower statutory tax rates
and higher than anticipated in jurisdictions that have higher statutory
tax rates, by changes in the valuation of our deferred tax assets and
liabilities, or by changes in tax laws, regulations, or accounting
principles. For example, we have previously incurred losses in the
United States and certain international subsidiaries that resulted in an
effective tax rate that is significantly higher than the statutory tax
rate in the United States and this could continue to happen in the
future. We may also be subject to additional tax liabilities relating to
indirect or other non-income taxes, as described in our risk factor
titled "---Uncertainty in the application of taxes to our Hosts, guests,
or platform could increase our tax liabilities and may discourage Hosts
and guests from conducting business on o

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ur platform."Our tax positions
or tax returns are subject to change, and therefore we cannot accurately
predict whether we may incur material additional tax liabilities in the
future, which would materially adversely affect our results of
operations and financial condition.

In addition, in connection with any planned or future acquisitions, we
may acquire businesses that have differing licenses and other
arrangements that may be challenged by tax authorities for not being at
arm'-length or that are potentially less tax efficient than our licenses
and arrangements. Any subsequent integration or continued operation of
such acquired businesses may result in an increased effective tax rate
in certain jurisdictions or potential indirect tax costs, which could
result in us incurring additional tax liabilities or having to establish
a reserve in our consolidated financial statements, and materially
adversely affect our results of operations and financial condition.

*Changes in tax laws or tax rulings could materially affect our results
of operations and financial condition.*

The tax regimes we are subject to or operate under, including income and
non-income (including indirect) taxes,are unsettled and may be subject
to significant change. Changes in tax laws or tax rulings, or changes in
interpretations of existing laws, could materially adversely affect our
results of operations and financial condition. On August 16, 2022, the
Inflation Reduction Act (the "RA" was signed into law in the United
States. Among other changes, the IRA introduced a corporate minimum tax
on certain corporations with average adjusted financial statement income
over a three-tax year period in excess of \$1 billion and an excise tax
on certain stock repurchases by certain covered corporations for taxable
years beginning after December 31, 2022. The United States government
may enact further significant changes to the taxation of business
entities including, among other changes, an increase in the corporate
income tax rate or significant changes to the

taxation of income derived from international operations. The likelihood
of these changes being enacted or implemented is unclear. In addition,
many countries in Europe, as well as a number of other countries and
states, have recently proposed or recommended changes to existing tax
laws or have enacted new laws that could significantly in

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crease our tax
obligations in many countries and states where we do business or require
us to change the manner in which we operate our business. For example,
in Italy, a 2017 law requires short-term rental platforms that process
payments to collect and remit Host income tax and tourist tax, amongst
other obligations. Airbnb has challenged this law before the Italian
courts and the CJEU, but if we are unsuccessful this will lead to
further compliance and potentially significant prior and future tax
obligations. In December 2022, the CJEU found that European law does not
prohibit member states from passing legislation requiring short-term
rental platforms to withhold income taxes from their hosts, however a
requirement to appoint tax representative (on which the 2017 law and the
withholding obligations are based) is contrary to EU law and the case
will now return to the national court. Airbnb' subsidiary in Italy and
subsidiary in Ireland are subject to tax audits in Italy, including in
relation to permanent establishment, transfer pricing, and withholding
obligations. Such audits could result in the imposition of potentially
significant prior and future tax obligations.

The Organization for Economic Cooperation and Development has been
working on a Base Erosion and Profit Shifting Project, and issued a
report in 2015 and an interim report in 2018 detailing 15 key actions
aimed at ensuring profits are taxed where the economic activities
generating those profits are performed and where value is created. Work
continues to be undertaken by the project with regard to each action,
and new recommendations are regularly made, including proposed new
legislation. Recent examples include the implementation of minimum
standards in local legislation to neutralize the effects of hybrid
mismatches and to appropriately tax controlled foreign companies.
Proposals from the OECD can result in an increased tax burden for us in
jurisdictions that adopt such proposals.

Of particular focus at the moment is what is known as BEPS 2.0 - the aim
to address the tax challenges arising from the digitalization of the
economy, and in 2021, more than 140 countries tentatively signed on to a
framework that imposes a minimum tax rate of 15%, among other
provisions. As this framework is subject to further negotiation and
implementation by each member country, the timing and ultimate impact o

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f
any such changes on our tax obligations are uncertain. Similarly, the
European Commission and several countries have issued proposals that
would change various aspects of the current tax framework under which we
are taxed. These proposals include changes to the existing framework to
calculate income tax, as well as proposals to change or impose new types
of non-income (including indirect) taxes, including taxes based on a
percentage of revenue. For example, France, Italy, Spain, and the United
Kingdom, among others, have each proposed or enacted taxes applicable to
digital services, which includes business activities on digital
platforms and would likely apply to our business. In December 2022, the
EU unanimously agreed to implement the minimum tax rate legislation by
December 31, 2023 in all Member States, though whether this is
practically achievable is currently unknown. Several other countries
including Australia, Canada, Colombia, Japan, New Zealand, Norway,
Singapore, South Korea, and the United Kingdom have also committed to
implement similar legislation within the same timeframe.

The European Commission has conducted investigations in multiple
countries focusing on whether local country tax rulings or tax law
provide preferential tax treatment that violates EU state aid rules and
concluded that certain countries, including Ireland, have provided
illegal state aid in certain cases. These investigations may result in
changes to the tax treatment of our foreign operations. Due to the large

33

and increasing scale of our international business activities, many of
these types of changes to the taxation of our activities described above
and in our risk factor titled "---Uncertainty in the application of
taxes to our Hosts, guests, or platform could increase our tax
liabilities and may discourage Hosts and guests from conducting business
on our platform"could increase our worldwide effective tax rate,
increase the amount of non-income (including indirect) taxes imposed on
our business, and materially adversely affect our business, results of
operations, and financial condition. Such changes may also apply
retroactively to our historical operations and result in taxes greater
than the amounts estimated and recorded in our financial statements.

*Our ability to use our net operating loss carryforwards and certain
other tax attributes may be limited.*

Wh

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ile federal net operating loss carryforwards generated on or after
January , 2018 are not subject to expiration, the deductibility of such
net operating loss carryforwards is limited to 80% of our taxable income
for taxable years beginning on or after January , 2021. Utilization of
our et operating loss carryforwards depends on our future taxable
income, and there is a risk that some of our existing net operating loss
carryforwards and tax credits could expire unused (to the extent subject
to expiration) and be unavailable to offset future taxable income, which
could materially adversely affect our results of operations and
financial condition. In addition, under Sections 382 and 383 of the
Internal Revenue Code of 1986, as amended (the "ode", if a corporation
undergoes an "wnership change,"generally defined as a greater than 50
percentage point change (by value) in its equity ownership by
significant stockholders or groups of stockholders over a three-year
period, the corporation' ability to use its pre-change net operating
loss carryforwards and other pre-change tax attributes, such as research
tax credits, to offset its post-change taxable income or income tax
liabilities may belimited. Similar rules may apply under state tax
laws. We may have undergone ownership changes in the past, and we may
experience ownership changes in the future because of shifts in our
stock ownership, many of which are outside of our control. As a result,
our ability to use our net operating loss carryforwards and other tax
attributes to offset future U.S. federal taxable income or income tax
liabilities may be, or may become, subject to limitations, which could
result in increased future tax liability to us.

*We have adopted a Live and Work Anywhere policy. The increase in remote
working could subject us to certain operational challenges and have
adverse tax implications, which could materially adversely affect our
business, results of operations, and financial condition.*

As a result of the COVID-19 pandemic, most of our employees and
third-party vendors and service providers began working remotely. In
2022, we formally adopted our Live and Work Anywhere policy, which
permits the majority of our employees to work remotely. Remote working
may subject us to operational challenges and risks. For example, a
natural disaster, power outage, connectivity issue, or other event may

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impact our employees'ability to work remotely. In addition, members of
our workforce who work remotely may not have access to technology that
is as robust as that in our offices, which could cause the networks,
information systems, applications, and other tools available to those
remote workers to be more limited or less reliable than in our offices.
We may also be exposed to risks associated with the locations of remote
workers, including compliance with local laws and regulations or
exposure to compromised internet infrastructure. Allowing members of our
workforce to work remotely may create intellectual property risk if
employees create intellectual property on our behalf while residing in a
jurisdiction with unenforced or uncertain intellectual property laws.
Further, if employees fail to inform us of changes in their work
location, we may be exposed to additional risks without our knowledge.
Remote working may also result in consumer, privacy, information
technology and cybersecurity, and fraud risks.

Additionally, our reduction in workforce in May 2020 and remote work
arrangements resulting from the COVID-19 pandemic caused us to recognize
an impairment of certain of our real property lease arrangements, and
depending on the duration and extent of the remote work arrangements
under our Live and Work Anywhere working model, we may incur additional
impairment charges related to our real property lease agreements.

Our transition to full or predominantly remote work environments also
presents significant challenges to maintaining compliance with country
and state requirements such as employee income tax withholding, the
recording of reserves to cover withholding corrections or penalties,
remittance and reporting, payroll registration, and workers'compensation
insurance. Additionally, foreign tax authorities may assert that certain
of our entities have created permanent establishment in their countries
which could result in additional corporate income taxes and employee
payroll withholding obligations. Any of these operational challenges or
tax implications resulting from our Live and Work Anywhere policy may
materially adversely affect our business, results of operations, and
financial condition.

*Our business depends on attracting and retaining capable management and
employees, and the loss of any key personnel could materially adversely
affect our bus

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iness, results of operations, and financial condition.*

Our success depends in large part on our ability to attract and retain
high-quality management and employees. Our founders and other members of
our senior management team, as well as other employees, may terminate
their employment with us at any time, which could materially adversely
affect our business, results of operations, and financial condition.

As we continue to grow, we cannot guarantee that we will be able to
attract and retain the personnel we need. Our business requires highly
skilled technical, engineering, design, product, data analytics,
marketing, business development, and community support personnel,
including executive-level employees, who are in high demand and are
often subject to competing offers. Competition for qualified employees
and executive-level employees is intense in our industry and
jurisdictions where we operate. The loss of qualified employees, or an
inability to attract, retain, and motivate employees required for the
planned expansion of our business would materially adversely affect our
business, results of operations, and financial condition and impair our
ability to grow.

To attract andretain key personnel, we use various measures, including
an equity incentive program. As we continue to mature, the incentives to
attract, retain, and motivate employees provided by our programs or by
future arrangements may not be as effective as in the past. We have a
number of current employees, including our founders, who hold equity in
our company. As a result, it may be difficult for us to continue to
retain and motivate these employees, and the value of their holdings
could affect their decisions about whether or not they continue to work
for us. Our ability to attract, retain, and motivate employees may be
adversely affected by declines in our stock price. If we

34

issue significant equity to attract employees or to retain our existing
employees, we would incur substantial additional stock-based
compensation expense and the ownership of our existing stockholders
would be further diluted.

*Consumer use of devices and platforms other than desktop computers
creates challenges. If we are unable to operate effectively on these
platforms, our business, results of operations, and financial condition
could be materially adversely affected.*

People regularly access the Internet

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through mobile phones, tablets,
handheld computers, voice-assisted speakers, television set-top devices,
smart televisions, wearables, and automobile in-dash systems. These
devices enable new modalities of interaction, such as conversational
user interfaces, and new intermediaries, such as "uper-apps"like WeChat,
where consumers can use many online services without leaving a
particular app. We anticipate that the use of these means of access will
continue to grow and that usage through desktop computers will continue
to decline, especially in certain regions of the world experiencing the
highest rate of Internet adoption. The functionality and user
experiences associated with these alternative devices, such as a smaller
screen size or lack of a screen, may make the use of our platform
through such devices more difficult than through a desktop computer,
lower the use of our platform, and make it more difficult for our Hosts
to upload content to our platform. In addition, consumer purchasing
patterns can differ on alternative devices, and it is uncertain how the
proliferation of mobile devices will impact the use of our platform and
services. Mobile consumers may also be unwilling todownload multiple
apps from multiple companies providing similar services leading such
consumers to opt to use one of our competitors'services instead of ours.
As a result, brand recognition and the consumer experience with our
mobile apps will likely become increasingly important to our business.
In addition, these new modalities create opportunities for device or
systems companies, such as Amazon, Apple, and Google, to control the
interaction with our consumers and disintermediate existing platforms
such as ours.

We need to provide solutions for consumers who are limited in the size
of the app they can support on their mobile devices and address latency
issues in countries with lower bandwidth for both desktop and mobile
devices. Because our platform contains data-intensive media, these
issues are exacerbated. As new devices, operating systems, and platforms
continue to be released, it is difficult to predict the problems we may
encounter in adapting our offerings and features to them, and we may
need to devote significant resources to the creation, support, and
maintenance of our offerings and features.

Our success will also depend on the interoperability of our offerings
wit

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h a range of third-party technologies, systems, networks, operating
systems, and standards, including iOS and Android; the availability of
our mobile apps in app stores and in "uper-app"environments; and the
creation, maintenance, and development of relationships with key
participants in related industries, some of which may also be our
competitors. In addition, if accessibility of various apps is limited by
executive order or other government actions, the full functionality of
devices may not be available to our customers. Moreover, third-party
platforms, services and offerings are constantly evolving, and we may
not be able to modify our platform to assure its compatibility with
those of third parties. If we lose such interoperability, we experience
difficulties or increased costs in integrating our offerings into
alternative devices or systems, or manufacturers or operating systems
elect not to include our offerings, make changes that degrade the
functionality of our offerings, or give preferential treatment to
competitive products, the growth of our community and our business,
results of operations, and financial condition could be materially
adversely affected. This risk may be exacerbated by the frequency with
which consumers change or upgrade their devices. In the event consumers
choose devices that do not already include or support our platform or do
not install our mobile apps when they change or upgrade their devices,
our traffic and Host and guest engagement may be harmed.

*If we are unable to adapt to changes in technology and the evolving
demands of Hosts and guests, our business, results of operations, and
financial condition could be materially adversely affected.*

The industries in which we compete are characterized by rapidly changing
technology, evolving industry standards, consolidation, frequent new
offering announcements, introductions, and enhancements, and changing
consumer demands and preferences. We have invested heavily in our
technology in recent years. Our future success will depend on our
ability to adapt our platform and services to evolving industry
standards and local preferences and to continually innovate and improve
the performance, features, and reliability of our platform and services
in response to competitive offerings and the evolving demands of Hosts
and guests. Our future success will also depend on our ability to

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adapt
to emerging technologies such as tokenization, cryptocurrencies, new
authentication technologies, such as biometrics, distributed ledger and
blockchain technologies, artificial intelligence, virtual and augmented
reality, and cloud technologies. As a result, we intend to continue to
spend significant resources maintaining, developing, and enhancing our
technologies and platform; however, these efforts may be more costly
than expected and may not be successful. For example, we may not make
the appropriate investments in new technologies, which could materially
adversely affect our business, results of operations, and financial
condition. Further, technological innovation often results in unintended
consequences such as bugs, vulnerabilities, and other system failures.
Any such bug, vulnerability, or failure, especially in connection with a
significant technical implementation or change, could result in lost
business, harm to our brand or reputation, consumer complaints, and
other adverse consequences, any of which could materially adversely
affect our business, results of operations, and financial condition.

Another critical component to our future success will be our abilityto
integrate new or emerging payment methods into our platform to offer
alternative payment solutions to consumers. Alternate payment providers
such as Alipay, Paytm, and WeChat Pay operate closed-loop payments
systems with direct connections to both consumers and merchants. In many
regions, particularly in Asia where credit cards are not readily
available and/or e-commerce is largely carried out through mobile
devices, these and other emerging alternate payment methods are the
exclusive or preferred means of payment for many consumers.

*We are subject to payment-related fraud and an increase in or failure
to deal effectively with fraud, fraudulent activities, fictitious
transactions, or illegal transactions would materially adversely affect
our business, results of operations, and financial condition.*

We process a significant volume and dollar value of transactions on a
daily basis. When Hosts do not fulfill their obligations to guests,
there are fictitious listings or fraudulent bookings on our platform, or
there are Host account takeovers, we have incurred and will continue to
incur losses from claims by Hosts and guests, and these losses may be
substantial. Such instances h

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ave and can lead to the reversal of
payments received by us for such bookings, referred to as a
"hargeback."For the year ended December 1, 2022, total chargeback

35

expense was \$119.6 million. The capabilities of criminal fraudsters,
combined with individuals'susceptibility to fraud may cause our Hosts
and guests to be subject to ongoing account takeovers and identity fraud
issues. While we have taken measures to detect and reduce the risk of
fraud, there is no guarantee that they will be successful and they
require continuous improvement and optimization of continually evolving
forms of fraud to be effective. Our ability to detect and combat
fraudulent schemes, which have become increasingly common and
sophisticated, could be adversely impacted by the adoption of new
payment methods, the emergence and innovation of new technology
platforms, including mobile and other devices, and our growth in certain
regions, including in regions with a history of elevated fraudulent
activity. We expect that technically-knowledgeable criminals will
continue to attempt to circumvent our anti-fraud systems including
through account takeovers and cybersecurity breaches. In addition, the
payment card networks have rules around acceptable chargeback ratios. If
we are unable to effectively combat fictitious listings and fraudulent
bookings on our platform, combat the use of fraudulent or stolen credit
cards, or otherwise maintain or lower our current levels of chargebacks,
we may be subject to fines and higher transaction fees or be unable to
continue to accept card payments because payment card networks have
revoked our access to their networks, any of which would materially
adversely impact our business, results of operations, and financial
condition.

Our payments platform is susceptible to potentially illegal or improper
uses, including money laundering, transactions in violation of economic
and trade sanctions, corruption and bribery, terrorist financing,
fraudulent listings, Host account takeovers, or the facilitation of
other illegal activity. Use of our payments platform for illegal or
improper uses has subjected us, and may subject us in the future, to
claims, lawsuits, and government and regulatory investigations,
inquiries, or requests, which could result in liability and reputational
harm for us. We have taken measures to detect and reduce fraud and
illegal activi

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ties, but these measures need to be continually improved
and may add friction to our booking process. These measures may also not
be effective against fraud and illegal activities, particularly new and
continually evolving forms of circumvention. If these measures do not
succeed in reducing fraud, our business, results of operations, and
financial condition would be materially adversely affected.

*Our payments operations are subject to extensive government regulation
and oversight. Our failure to comply with extensive, complex,
overlapping, and frequently changing laws, rules, regulations, policies,
legal interpretations, and regulatory guidance could materially
adversely affect our business, results of operations, and financial
condition.*

Our payments platform is subject to various laws, rules, regulations,
policies, legal interpretations, and regulatory guidance, including
those governing: cross-border and domestic money transmission and funds
transfers; stored value and prepaid access; foreign exchange; data
privacy, and data security; banking secrecy; payment services (including
payment processing and settlement services); consumer protection;
economic and trade sanctions; anti-corruption and anti-bribery; and
anti-money laundering and counter-terrorist financing. As we expand and
localize our international activities, we have and will become
increasingly subject to the laws of additional countries or geographies.
In addition, because we facilitate bookings on our platform worldwide,
one or more jurisdictions may claim that we or our customers are
required to comply with their laws. Laws regulating our payments
platform outside of the United States often impose different, more
specific, or even conflicting obligations on us, as well as broader
liability. For example, certain transactions that may be permissible in
a local jurisdiction may be prohibited by regulations of the U.S.
Department of the Treasury' Office of Foreign Assets Control ("FAC" or
U.S. anti-money laundering or counter-terrorist financing regulations.

We have assessed, and will continue to assess, the adequacy of our
policies, procedures, and internal controls for ensuring compliance with
applicable laws, rules, regulations, policies, legal interpretations,
and regulatory guidance, including the ones described below. Through
these assessments, we have identified, and may in the futur

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e identify,
certain gaps or weaknesses in our existing compliance programs,
including in our policies, procedures, or internal controls. As a result
of findings from these assessments, we have and may in the future take
certain actions, such as implementing enhancements to our compliance
measures and amending, updating, or revising our policies, procedures,
and internal controls, and other operational frameworks, designed to
monitor for and ensure compliance with existing and new laws, rules,
regulations, policies, legal interpretations, and regulatory guidance.
Implementing appropriate measures to fully remediate or address findings
from assessments of our compliance programs may require us to incur
significant costs.

Any failure or perceived failure to comply with existing or new laws and
regulations, including the ones described in this risk factor, or orders
of any governmental authority, including changes to or expansion of
their interpretations, may subject us to significant fines, penalties,
criminal and civil lawsuits, forfeiture of significant assets,
enforcement actions in one or more jurisdictions, result in additional
compliance and licensure requirements, and increased regulatory scrutiny
of our business. In addition, we may be forced to restrict or change our
operations or business practices, make product changes, or delay planned
product launches or improvements. Any of the foregoing could materially
adversely affect our brand, reputation, business, results of operations,
and financial condition. The complexity of global regulatory and
enforcement regimes, coupled with the global scope of our operations and
the evolving global regulatory environment, could result in a single
event giving rise to a large number of overlapping investigations and
legal and regulatory proceedings by multiple government authorities in
different jurisdictions, and have an adverse impact on, or result in the
termination of, our relationships with financial institutions and other
service providers on whom we rely for payment processing services. Our
ability to track and verify transactions to comply with these
regulations, including the ones described in this risk factor, require a
high level of internal controls. As our business continues to grow and
regulations change, we must continue to strengthen our associated
internal controls. Any failure to maintain the nece

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ssary controls could
result in reputational harm and result in significant penalties and
fines from regulators.

*Payments Regulation*

In the United States, our wholly-owned subsidiary, Airbnb Payments, Inc.
("irbnb Payments", is registered as a "oney Services Business"with the
U.S. Department of Treasury' Financial Crimes Enforcement Network
("inCEN", and subject to regulatory oversight and enforcement by FinCEN
under the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001
(the "SA". Airbnb Payments has also obtained licenses to operate as a
money transmitter (or its equivalent) in various states and territories
where such licenses are required. As a licensed money transmitter,
Airbnb Payments is subject to obligations and restrictions with respect
to the handling and investment of customer funds, record keeping and
reporting requirements, bonding requirements, and inspection by state
regulatory agencies. In U.S. states and territories in which Airbnb
Payments has not obtained a license to operate as a money transmitter
(or its equivalent), we may be required to apply for licenses or
regulatory approvals, including due to changes in applicable laws and
regulations or their interpretations.

36

We issue gift cards in the United States and in certain other
geographies for use on our platform and are subject to consumer
protection and disclosure regulations relating to those services. If we
seek to expand our gift cards or other stored value card products and
services, or as a result of regulatory changes, we may be subject to
additional regulation and may be required to obtain additional licenses
and registrations, which we may not be able to obtain.

We principally provide our payment services to Hosts and guests in the
EEA through Airbnb Payments Luxembourg SA ("PLux", our wholly-owned
subsidiary that is licensed and subject to regulation as a payments
institution in Luxembourg. EEA laws and regulations are typically
subject to different and potentially inconsistent interpretations by the
countries that are members of the EEA, which can make compliance more
costly and operationally difficult to manage. For example, countries
that are EEA members may each have different and potentially
inconsistent domestic regulations implementing European Directives,
including the European Union Payment Services Directive, the Revised
Payment Services Directive (

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"SD2", the E-Money Directive, and the Fourth
and Fifth Anti-Money Laundering Directives. Further, we provide our
payments services to Hosts and guests in the United Kingdom and other
geographies outside the United States and the EEA through Airbnb
Payments UK Limited ("PUK", our wholly-owned subsidiary that is licensed
and subject to regulation as an electronic money institution ("MI" in
the United Kingdom, as well as through our other wholly-owned payments
entities.

PSD2 imposes new standards for payment security and strong customer
authentication (aimed at fraud reduction) that may make it more
difficult and time consuming to carry out a payment transaction. The
United Kingdom began enforcing requirements with respect to online card
payments in 2022, while countries in the EEA began enforcing these
requirements in 2021. In many cases, strong customer authentication
requires our UK and EEA guests to engage in additional steps to
authenticate payment transactions and EEA Hosts to perform
authentication upon access to their Airbnb payout account or
modification of their payout account information. These additional
authentication requirements may make our platform experience for Hosts
and guests in the United Kingdom and EEA substantially less convenient,
and such loss of convenience could meaningfully reduce the frequency
with which our customers use our platform or could cause some Hosts and
guests to stop using our platform entirely, which could materially
adversely affect our business, results of operations, and financial
condition.

In many countries or geographies, it is and may not be clear whether we
are required to be licensed as a payment services provider, electronic
money institution, financial institution, or otherwise. In such
instances, we partner with local banks and licensed payment processors
to process payments and conduct foreign exchange transactions in local
currency. Local regulators may slow or halt payments to Hosts conducted
through local banks and licensed payment processors or otherwise
prohibit or impede us from doing business in a jurisdiction. We may be
required to apply for various additional licenses, certifications, and
regulatory approvals, including due to changes in applicable laws and
regulations or their interpretations. There can be no assurance that we
will be able to (or decide to) obtain any such licenses, certificat

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ions,
and approvals.

There are substantial costs and potential changes to our offerings
involved in obtaining, maintaining, and renewing licenses,
certifications, and approvals globally. Our payments entities are
subject to inspections, examinations, supervision, and regulation by
each relevant regulating authority, including, within the United States,
by each state in which Airbnb Payments is licensed. We could be subject
to significant fines or other enforcement actions if we are found to
violate disclosure, reporting, anti-money laundering, economic and trade
sanctions, capitalization, fund management, corporate governance and
internal controls, risk management, data privacy, data security and data
localization, information security, banking secrecy, taxation,
sanctions, or other laws and requirements, including those imposed on UK
EMIs and Luxembourg payments institutions. These factors could involve
considerable delay to the development or provision of our offerings or
services, require significant and costly operational changes, impose
restrictions, limitations, or additional requirements on our business,
or prevent us from providing our offerings or services in a given
geography.

*Consumer Protection*

We are subject to consumer protection laws and regulations in the U.S.
and the countries from which we provide services. In the United States,
the Dodd-Frank Act established the Consumer Financial Protection Bureau
(the "FPB", which is empowered to conduct rulemaking and supervision
related to, and enforcement of, federal consumer financial protection
laws. We are subject to a number of such federal consumer financial
protection laws and regulations, as well as related state consumer
protection laws and regulations, including the Electronic Fund Transfer
Act and its implementing Regulation E. Regulation E applies to certain
services provided by Airbnb Payments and requires us to provide advance
disclosure of changes to our services, follow specified error resolution
procedures, and reimburse consumers for losses from certain transactions
not authorized by the consumer, among other requirements. In addition,
the CFPB may adopt other regulations governing consumer financial
services, including regulations defining unfair, deceptive, or abusive
acts or practices, and new model disclosures.

We could be subject to fines or other penalties if we are found

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to have
violated the Dodd-Frank Act' prohibition against unfair, deceptive, or
abusive acts or practices or other consumer financial protection laws
enforced by the CFPB or other agencies. The CFPB' authority to change
regulations adopted in the past by other regulators could increase our
compliance costs and litigation exposure. Additionally, technical
violations of consumer protection laws could result in the assessment of
actual damages or statutory damages or penalties, including
plaintiffs'attorneys'fees. The Dodd-Frank Act also empowers state
attorneys general and other state officials to enforce federal consumer
protection laws under specified conditions. Various government offices
and agencies, including various state agencies and state attorneys
general (as well as the CFPB and the U.S. Department of Justice), have
the authority to conduct reviews, investigations, and proceedings (both
formal and informal) involving us or our subsidiaries. These
examinations, inquiries, and proceedings could result in, among other
things, substantial fines, penalties, or changes in business practices
that may require us to incur substantial costs.

We provide payment services that may be subject to various U.S. state
and federal data privacy and data security laws and regulations.
Relevant federal privacy and security laws include the GLBA, which
(along with its implementing regulations) restricts certain collection,
processing, storage, use, and disclosure of personal information,
requires notice to individuals of privacy practices, and provides
individuals with certain rights to prevent the use and disclosure of
certain nonpublic or otherwise legally protected information. These
rules also

37

impose requirements for the safeguarding and proper destruction of
personal information through the issuance of data security standards or
guidelines. See our risk factor titled "---If we fail to comply with
federal, state, and foreign laws relating to data privacy and data
security, we may face potentially significant liability, negative
publicity, an erosion of trust, and increased regulation could
materially adversely affect our business, results of operations, and
financial condition."

In addition to UK and Luxembourg payments-related consumer protection
laws that are applicable to our business, regulators in European Union
member states could notify APUK and APLux of

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local consumer protection
laws that apply to our businesses, and could also seek to persuade the
UK and Luxembourg regulators to order APUK or APLux to conduct their
activities in the local country directly or through a branch office.
These or similar actions by these regulators could increase the cost of,
or delay, our plans to expand our business in EU countries.

*Anti-Money Laundering and Counter-Terrorist Financing*

We are subject to various anti-money laundering and counter-terrorist
financing laws and regulations around the world, including the BSA.
Among other things, the BSA requires money services businesses
(including money transmitters such as Airbnb Payments) to develop and
implement risk-based anti-money laundering programs, report large cash
transactions and suspicious activity, and maintain transaction records.
The BSA prohibits, among other things, our involvement in transferring
the proceeds of criminal activities. In connection with and when
required by regulatory requirements, we make information available to
certain U.S. federal and state, as well as certain foreign, government
agencies to assist in the prevention of money laundering, terrorist
financing, andother illegal activities and pursuant to legal
obligations and authorizations. In certain circumstances, we may be
required by government agencies to deny transactions that may be related
to persons suspected of money laundering, terrorist financing, or other
illegal activities, and it is possible that we may inadvertently deny
transactions from customers who are making legal money transfers.
Regulators in the United States and globally may require us to further
revise or expand our compliance programs, including the procedures we
use to verify the identity of our customers and to monitor international
and domestic transactions. In the United Kingdom and European Union, the
implementation of further anti-money laundering requirements and
regulations may make compliance more costly and operationally difficult
to manage, lead to increased friction for customers, and result in a
decrease in business. Penalties for non-compliance with the European
Union' Fourth Anti-Money Laundering Directive ("LD4" could include fines
of up to 10% of APLux' total annual turnover. In April 2018, the
European Parliament adopted the European Commission' proposal for a
Fifth Anti-Money Laundering Directiv

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e ("LD5", which has now been
implemented in the national laws of EU Member States and which contains
more stringent provisions in certain areas, which will increase
compliance costs. Similar penalties are available to the UK Financial
Conduct Authority in relation to APUK pursuant to the UK' implementation
of the EU Money Laundering Directives in the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations
2017/692 (as amended).

*We are subject to governmental economic and trade sanctions laws and
regulations that limit the scope of our offering. Additionally, failure
to comply with applicable economic and trade sanctions laws and
regulations could subject us to liability and negatively affect our
business, results of operations and financial condition.*

We are required to comply with economic and trade sanctions administered
by governments where we operate, including agencies of the U.S.
government (including without limitation regulations administered and
enforced by OFAC, the U.S. Department of State, and the U.S. Commerce
Department), the Council of the European Union, the Office of Financial
Sanctions Implementation of His Majesty' Treasury in the United Kingdom
("FSI" and the Ministry of Finance and Commission de Surveillance du
Secteur Financier of Luxembourg. These economic and trade sanctions
generally prohibit or restrict transactions to or from or dealings with
certain specified countries, regions, governments and, in certain
circumstances, their nationals, and with individuals and entities that
are specially-designated, such as individuals and entities included on
OFAC' List of Specially Designated Nationals and Blocked Persons ("DN
List", subject to EU/UK asset freezes, or other sanctions measures. Any
future economic and trade sanctions imposed in jurisdictions where we
have significant business could materially adversely impact our
business, results of operations, and financial condition. Our ability to
track and verify transactions and otherwise to comply with these
regulations require a high level of internal controls. We maintain
policies and procedures to implement these internal controls, which we
periodically assess and update to the extent we identify compliance
gaps. We routinely report to OFAC on payments we have rejected or
blocked pursuant to OFAC sanctions regulations and on possible
viol

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ations of those regulations. We have also reported to OFSI on
dealings with persons subject to UK sanctions and to the Luxembourg
Ministry of Finance on dealings with persons subject to EU sanctions.
There is a risk that, despite the internal controls that we have in
place, we have engaged in transactions inconsistent with applicable
sanctions laws. Any non-compliance with economic and trade sanctions
laws and regulations or related investigations could result in claims or
actions against us and materially adversely affect our business, results
of operations, and financial condition. As our business continues to
grow and regulations change, we may be required to make additional
investments in our internal controls or modify our business.

As a result of Russia' military action in Ukraine in 2022, governmental
authorities in the United States, the European Union, and the United
Kingdom, among others, launched an expansion of coordinated sanctions
and export control measures, including sanctions against certain
individuals and entities and prohibiting or limiting certain financial
and commercial transactions. We had identified certain transactions that
potentially implicated those sanctions, we notified the appropriate
regulators about these developments, and OFAC initiated a civil
investigation of certain payment instructions involving attempted
payouts to Hosts\' bank accounts at sanctioned Russian banks. In August
2022, OFAC closed the investigation by issuing a cautionary letter with
no administrative penalty.

*We are subject to payment network rules and any material modification
of our payment card acceptance privileges could have a material adverse
effect on our business, results of operations, and financial condition.*

The loss of our credit and debit card acceptance privileges or the
significant modification of the terms under which we obtain card
acceptance privileges would significantly limit our business model since
a vast majority of our guests pay using credit or debit cards. We are
required by our payment processors to comply with payment card network
operating rules, including the Payment Card Industry Data Security
Standards (the "CI DSS". Under the PCI DSS, we are required to adopt and
implement internal controls over the use, storage, and

38

transmission of card data to help prevent credit card fraud. If we fail
to comply with the rules a

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nd regulations adopted by the payment card
networks, including the PCI DSS, we would be in breach of our
contractual obligations to payment processors and merchant banks. Such
failure to comply may damage our relationships with payment card
networks, subject us to restrictions, fines, penalties, damages, and
civil liability, and could eventually prevent us from processing or
accepting payment cards, which would have a material adverse effect on
our business, results of operations, and financial condition. Moreover,
the payment card networks could adopt new operating rules or interpret
or reinterpret existing rules that we or our payment processors might
find difficult or even impossible to comply with, or costly to
implement. As a result, we could lose our ability to give consumers the
option of using payment cards to make their payments or the choice of
currency in which they would like their payment card to be charged.
Further, there is no guarantee that, even if we comply with the rules
and regulations adopted by the payment card networks, we will be able to
maintain our payment card acceptance privileges. We also cannot
guarantee that our compliance with network rules or the PCI DSS will
prevent illegal or improper use of our payments platform or the theft,
loss, or misuse of the credit card data of customers or participants, or
a security breach. We are also required to submit to periodic audits,
self-assessments, and other assessments of our compliance with the PCI
DSS. If an audit, self-assessment, or other assessment indicates that we
need to take steps to remediate any deficiencies, such remediation
efforts may distract our management team and require us to undertake
costly and time-consuming remediation efforts, and we could lose our
payment card acceptance privileges.

We are also subject to network operating rules and guidelines
promulgated by the National Automated Clearing House Association ("ACHA"
relating to payment transactions we process using the Automated Clearing
House ("CH" Network. Like the payment networks, NACHA may update its
operating rules and guidelines at any time, which can require us to take
more costly compliance measures or to develop more complex monitoring
systems.

*We rely on third-party payment service providers to process payments
made by guests and payments made to Hosts on our platform. If these
third-party payment s

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ervice providers become unavailable or we are
subject to increased fees, our business, results of operations, and
financial condition could be materially adversely affected.*

We rely on a number of third-party payment service providers, including
payment card networks, banks, payment processors, and payment gateways,
to link us to payment card and bank clearing networks to process
payments made by our guests and to remit payments to Hosts on our
platform. We have agreements with these providers, some of whom are the
sole providers of their particular service.

If these companies become unwilling or unable to provide these services
to us on acceptable terms or at all, our business may be disrupted, we
would need to find an alternate payment service provider, and we may not
be able to secure similar terms or replace such payment service provider
in an acceptable time frame. If we are forced to migrate to other
third-party payment service providers for any reason, the transition
would require significant time and management resources, and may not be
as effective, efficient, or well-received by our Hosts and guests. Any
of the foregoing could cause us to incur significant losses and,in
certain cases, require us to make payments to Hosts out of our funds,
which could materially adversely affect our business, results of
operations, and financial condition.

In addition, the software and services provided by our third-party
payment service providers may fail to meet our expectations, contain
errors or vulnerabilities, be compromised, or experience outages. Any of
these risks could cause us to lose our ability to accept online payments
or other payment transactions or make timely payments to Hosts on our
platform, which could make our platform less convenient and desirable to
customers and adversely affect our ability to attract and retain Hosts
and guests.

Moreover, our agreements with payment service providers may allow these
companies, under certain conditions, to hold an amount of our cash as a
reserve. They may be entitled to a reserve or suspension of processing
services upon the occurrence of specified events, including material
adverse changes in our business, results of operations, and financial
condition. An imposition of a reserve or suspension of processing
services by one or more of our processing companies, could have a
material adverse effect on ou

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r business, results of operations, and
financial condition.

If we fail to invest adequate resources into the payment processing
infrastructure on our platform, or if our investment efforts are
unsuccessful or unreliable, our payments activities may not function
properly or keep pace with competitive offerings, which could adversely
impact their usage. Further, our ability to expand our payments
activities into additional countries is dependent upon the third-party
providers we use to support these activities. As we expand the
availability of our payments activities to additional geographies or
offer new payment methods to our Hosts and guests in the future, we may
become subject to additional regulations and compliance requirements,
and exposed to heightened fraud risk, which could lead to an increase in
our operating expenses.

For certain payment methods, including credit and debit cards, we pay
interchange and other fees, and such fees result in significant costs.
Payment card network costs have increased, and may continue to increase
in the future, the interchange fees and assessments that they charge for
each transaction that accesses their networks, and may impose special
fees or assessments on any such transaction. Our payment card processors
have the right to pass any increases in interchange fees and assessments
on to us. Credit card transactions result in higher fees to us than
transactions made through debit cards. Any material increase in
interchange fees in the United States or other geographies, including as
a result of changes in interchange fee limitations imposed by law in
some geographies, or other network fees or assessments, or a shift from
payment with debit cards to credit cards could increase our operating
costs and materially adversely affect our business, results of
operations, and financial condition.

*Our failure to properly manage funds held on behalf of customers could
materially adversely affect our business, results of operations, and
financial condition.*

We offer integrated payments in over 40 currencies to allow access to
guest demand from more than 220 countries and regions and the ability
for many Hosts to be paid in their local currency or payment method of
choice. When a guest books and pays for a stay or experience on our
platform, we hold the total amount the guest has paid until check-in, at
which time we recognize

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our service fee as revenue and initiate the
process to remit the payment to the Host, which generally occurs 24
hours after the scheduled check-in, barring any alterations or
cancellations, which may result in funds being returned to the guest.
Accordingly, at any given time, we hold on behalf of our Hosts and

39

guests a substantial amount of funds, which are generally held in bank
deposit accounts and in U.S. treasury bills and recorded on our
consolidated balance sheets as funds receivable and amounts held on
behalf of customers. In certain jurisdictions, we are required to either
safeguard customer funds in bankruptcy-remote bank accounts, or hold
such funds in eligible liquid assets, as defined by the relevant
regulators in such jurisdictions, equal to at least 100% of the
aggregate amount held on behalf of customers. Our ability to manage and
account accurately for the cash underlying our customer funds requires a
high level of internal controls. As our business continues to grow and
we expand our offerings and tiers, we must continue to strengthen our
associated internal controls. Our success requires significant public
confidence in our ability to handle large and growing transaction
volumes and amounts of customer funds. Any failure to maintain the
necessary controls or to manage the assets underlying our customer funds
accurately could result in reputational harm, lead customers to
discontinue or reduce their use of our platform and services, and result
in significant penalties and fines from regulators, each of which could
materially adversely affect our business, results of operations, and
financial condition.

*If one or more of our counterparty financial institutions default on
their financial or performance obligations to us or fail, we may incur
significant losses or be unable to process payment transactions.*

We have significant amounts of cash, cash equivalents, and other
investments, including money market funds, certificates of deposit, U.S.
government debt securities, commercial paper, corporate debt securities,
government agency debt securities, mortgaged-backed and asset-backed
securities, with banks or other financial institutions in the United
States and abroad for both our corporate balances and for funds held on
behalf of our Hosts and guests. We also rely on such banks and financial
institutions to help process payments transa

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ctions. We have both
significant funds flows from and to various financial institutions as a
result of our processing of payments from guests to Hosts. As part of
our currency hedging activities on these balances, we enter into
transactions involving derivative financial instruments with various
financial institutions. We regularly monitor our exposure to
counterparty credit risk and manage this exposure in an attempt to
mitigate the associated risk. Despite these efforts, we may be exposed
to the risk of default by, or deteriorating operating results or
financial condition, or service interruptions at, or failure of, these
counterparty financial institutions. If one of our counterparties were
to become insolvent or file for bankruptcy, our ability to recover
losses or to access or recover our assets may be limited by the
counterparty' liquidity or the applicable laws governing the insolvency
or bankruptcy proceedings. Furthermore, our ability to process payment
transactions via such counterparties would be severely limited or cease.
In the event of default or failure of one or more of our counterparties,
we could incur significant losses and be required to make payments to
Hosts and/or refunds to guests out of our own funds, which could
materially adversely affect our results of operations and financial
condition.

*The failure to successfully execute and integrate acquisitions could
materially adversely affect our business, results of operations, and
financial condition.*

We have acquired multiple businesses, including our acquisitions of
HotelTonight, Inc. and UrbanDoor Inc. in 2019, and we regularly evaluate
potential acquisitions. We may expend significant cash or incur
substantial debt to finance such acquisitions, which indebtedness could
result in restrictions on our business and significant use of available
cash to make payments of interest and principal. In addition, we may
finance acquisitions by issuing equity or convertible debt securities,
which could result in further dilution to our existing stockholders. We
may enter into negotiations for acquisitions that are not ultimately
consummated. Those negotiations could result in diversion of management
time and significant out-of-pocket costs. If we fail to evaluate and
execute acquisitions successfully, our business, results of operations,
and financial condition could be materially adversely aff

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ected.

In addition, we may not be successful in integrating acquisitions or the
businesses we acquire may not perform as well as we expect. While our
acquisitions to date have not caused major disruptions in our business,
any future failure to manage and successfully integrate acquired
businesses could materially adversely affect our business, results of
operations, and financial condition. Acquisitions involve numerous
risks, including the following:

•difficulties in integrating and managing the combined operations,
technology platforms, or offerings of the acquired companies and
realizing the anticipated economic, operational, and other benefits in a
timely manner, which could result in substantial costs and delays, and
failure to execute on the intended strategy and synergies;

•failure of the acquired businesses to achieve anticipated revenue,
earnings, or cash flow;

•diversion of management' attention or other resources from our existing
business;

•our inability to maintain the key customers, business relationships,
suppliers, and brand potential of acquired businesses;

•uncertainty of entry into businesses or geographies in which we have
limited or no prior experience orin which competitors have stronger
positions;

•unanticipated costs associated with pursuing acquisitions or greater
than expected costs in integrating the acquired businesses;

•responsibility for the liabilities of acquired businesses, including
those that were not disclosed to us or exceed our estimates, such as
liabilities arising out of the failure to maintain effective data
protection and privacy controls, and liabilities arising out of the
failure to comply with applicable laws and regulations, including tax
laws;

•difficulties in or costs associated with assigning or transferring to
us or our subsidiaries the acquired companies'intellectual property or
its licenses to third-party intellectual property;

•inability to maintain our culture and values, ethical standards,
controls, procedures, and policies;

•challenges in integrating the workforce of acquired companies and the
potential loss of key employees of the acquired companies;

•challenges in integrating and auditing the financial statements of
acquired companies that have not historically prepared financial
statements in accordance with GAAP; and

•potential accounting charges to the extent goodwill and intangible
a

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ssets recorded in connection with an acquisition, such as trademarks,
customer relationships, or intellectual property, are later determined
to be impaired and written down in value.

40

*The value of our equity investments in private companies could decline,
which could materially adversely affect our results of operations and
financial condition.*

Our equity investments in private companies where we do not have the
ability to exercise significant influence are accounted for using the
measurement alternative. Such investments are carried at cost, less any
impairments, and are adjusted for subsequent observable price changes,
with such changes in value recognized in other income (expense), net in
our consolidated statements of operations. Additionally, for our equity
investments in private companies where we have the ability to exercise
significant influence, but not control, we record our proportionate
share of net income or loss in other income (expense), net in our
consolidated statements of operations. The financial statements provided
by these companies are often unaudited. Our investments in private
companies are inherently risky, including early-stage companies with
limited cash to support their operations and companies whose results are
negatively impacted by downturns in the travel industry. The companies
in which we invest include early-stage companies that may still be
developing products and services with limited cash to support the
development, marketing, and sales of their products. Further, our
ability to liquidate such investments is typically dependent on a
liquidity event, such as a public offering or acquisition, as no public
market currently exists for the securities held in the investees.
Valuations of privately-held companies are inherently complex and
uncertain due to the lack of a liquid market for the securities of such
companies. If we determine that any of our investments in such companies
have experienced a decline in value, we will recognize an expense to
adjust the carrying value to its estimated fair value. Negative changes
in the estimated fair value of private companies in which we invest
could have a material adverse effect on our results of operations and
financial condition.

*If we do not adequately protect our intellectual property and our data,
our business, results of operations, and financial condition could be
mate

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rially adversely affected.*

We hold a broad collection of intellectual property rights, including
those related to our brand; certain content and design elements on our
platform; our code and our data; inventions and processes related to our
platform, services, and research and development efforts; an extensive
repository of wholly-owned audio and visual assets; marketing and
promotional concepts and materials; a collection of editorial content;
and certain entertainment-related assets. This includes registered
domain names, registered and unregistered trademarks, service marks, and
copyrights, patents, and patent applications, trade secrets, licenses of
intellectual property rights of various kinds, and other forms of
intellectual property rights in the United States and in a number of
countries around the world. In addition, to further protect our
proprietary rights, from time to time we have purchased patents,
trademarks, domain name registrations, and copyrights from third
parties. In the future we may acquire or license additional patents or
patent portfolios, or other intellectual property assets and rights from
third parties, which could require significant cash expenditures.

We rely on a combination of trademark, patent, copyright, and trade
secret laws, international treaties, our terms of service, other
contractual provisions, user policies, restrictions on disclosure,
technological measures, and confidentiality and inventions assignment
agreements with our employees and consultants to protect our
intellectual property assets from infringement and misappropriation. Our
pending and future trademark, patent, and copyright applications may not
be approved. Furthermore, effective intellectual property protection may
not be available in every country in which we operate or intend to
operate our business. There can be no assurance that others will not
offer technologies, products, services, features, or concepts that are
substantially similar to ours and compete with our business, or copy or
otherwise obtain, disclose and/or use our brand, content, design
elements, creative, editorial, and entertainment assets, or other
proprietary information without authorization. We may be unable to
prevent third parties from seeking to register, acquire, or otherwise
obtain trademarks, service marks, domain names, or social media handles
that are similar to, infrin

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ge upon or diminish the value of our
trademarks, service marks, copyrights, and our other proprietary rights.
Third parties have also obtained or misappropriated certain of our data
through website scraping, robots, or other means to launch copycat
sites, aggregate our data for their internal use, or to feature or
provide our data through their respective websites, and/or launch
businesses monetizing this data. While we routinely employ technological
and legal measures in an attempt to divert, halt, or mitigate such
operations, we may not always be able to detect or halt the underlying
activities as technologies used to accomplish these operations continue
to rapidly evolve.

Our intellectual property assets and rights are essential to our
business. If the protection of our proprietary rights and data is
inadequate to prevent unauthorized use or misappropriation by third
parties, the value of our brand and other intangible assets may be
diminished and competitors may be able to more effectively mimic our
technologies, offerings, or features or methods of operations. Even if
we do detect violations or misappropriations and decide to enforce our
rights, litigation may be necessary toenforce our rights, and any
enforcement efforts we undertake could be time-consuming and expensive,
could divert our management' attention, and may result in a court
determining that certain of our intellectual property rights are
unenforceable. If we fail to protect our intellectual property and data
in a cost-effective and meaningful manner, our competitive standing
could be harmed; our Hosts, guests, other consumers, and corporate and
community partners could devalue the content of our platform; and our
brand, reputation, business, results of operations, and financial
condition could be materially adversely affected.

*We have been, and may in the future be, subject to claims that we or
others violated certain third-party intellectual property rights, which,
even where meritless, can be costly to defend and could materially
adversely affect our business, results of operations, and financial
condition.*

The Internet and technology industries are characterized by significant
creation and protection of intellectual property rights and by frequent
litigation based on allegations of infringement, misappropriation, or
other violations of such intellectual property rights. There may

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be
intellectual property rights held by others, including issued or pending
patents, trademarks, and copyrights, and applications of the foregoing,
that they allege cover significant aspects of our platform,
technologies, content, branding, or business methods. Moreover,
companies in the Internet and technology industries are frequent targets
of practicing and non-practicing entities seeking to profit from
royalties in connection with grants of licenses. Like many other
companies in the Internet and technology industries, we sometimes enter
into agreements which include indemnification provisions related to
intellectual property which can subject us to costs and damages in the
event of a claim against an indemnified third party.

41

We have received in the past, and may receive in the future,
communications from third parties, including practicing and
non-practicing entities, claiming that we have infringed, misused, or
otherwise misappropriated their intellectual property rights, including
alleged patent infringement. Additionally, we have been, and may in the
future be, involved in claims, suits, regulatory proceedings, and other
proceedings involving alleged infringement, misuse, or misappropriation
of third-party intellectual property rights, or relating to our
intellectual property holdings and rights. While a number of the
infringement claims raised against us have been based on our use or
implementation of third-party technologies for which those third parties
have been required to defend against the claims on our behalf and
indemnify us from liability, intellectual property claims against us,
regardless of merit, could be time consuming and expensive to litigate
or settle, and could divert our management' attention and other
resources.

Claims involving intellectual property could subject us to significant
liability for damages and could result in our having to stop using
certain technologies, content, branding, or business methods found to be
in violation of another party' rights. We might be required or may opt
to seek a license for rights to intellectual property held by others,
which may not be available on commercially reasonable terms, or at all.
Even if a license is available, we could be required to pay significant
royalties, which would increase our operating expenses. We may also be
required to develop alternative non-infringing technology

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, content,
branding, or business methods, which could require significant effort
and expense and make us less competitive. Any of these results could
materially adversely affect our ability to compete and our business,
results of operations, and financial condition.

We may introduce new offerings or changes to existing offerings or make
other business changes, including in areas where we currently do not
compete, which could increase our exposure to patent, copyright,
trademark, and other intellectual property rights claims from
competitors, other practicing entities, and non-practicing entities.
Similarly, our exposure to risks associated with various intellectual
property claims may increase as a result of acquisitions of other
companies. Third parties may make infringement and similar or related
claims after we have acquired a company or technology that had not been
asserted prior to the acquisition.

*Our use of third party open source software and our open source
contributions could adversely affect our ability to offer or protect our
platform and services and subject us to costly litigation and other
disputes.*

We have in the past incorporated and may in the future incorporate
certain open source software into our code base as we continue to
develop our platform and services. Open source software is licensed by
its authors or owners under open source licenses, which in some
instances may subject us to certain unfavorable conditions, including
requirements that we offer our products that incorporate the open source
software for no cost, that we make publicly available the source code
for any modifications or derivative works we create based upon,
incorporating or using the open source software, or that we license such
modifications or derivative works under the terms of the particular open
source license. In addition, the use of third-party open source software
could expose us to greater risks than the use of third-party commercial
software to the extent open-source licensors do not provide warranties
or controls on the functionality or origin of the software equivalent to
those provided by third-party commercial software providers. We also
license to others some of our software through open source projects.
Open sourcing our own software requires us to make the source code
publicly available, and therefore can limit our ability to protect our
intelle

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ctual property rights with respect to that software. From time to
time, companies that use open source software have faced claims
challenging the use of open source software or compliance with open
source license terms. Furthermore, there is an increasing number of
open-source software license types, almost none of which have been
tested in a court of law, resulting in a dearth of guidance regarding
the proper legal interpretation of such licenses. We could be subject to
suits by parties claiming ownership of what we believe to be open source
software or claiming noncompliance with open source licensing terms.

Inadvertent use of open source software can occur in software
development in the Internet and technology industries. Such inadvertent
use of open source software could expose us to claims of non-compliance
with the applicable terms of the underlying licenses, which could lead
to unforeseen business disruptions, including being restricted from
offering parts of our product which incorporate the software, being
required to publicly release proprietary source code, being required to
re-engineer parts of our code base to comply with license terms, or
being required to extract the open source software at issue. Our
exposure to these risks may be increased as a result of evolving our
core source code base, introducing new offerings, integrating
acquired-company technologies, or making other business changes,
including in areas where we do not currently compete. Any of the
foregoing could adversely impact the value or enforceability of our
intellectual property, and materially adversely affect our business,
results of operations, and financial condition.

*We have operations in countries known to experience high levels of
corruption and any violation of anti-corruption laws could subject us to
penalties and other adverse consequences.*

We are subject to anti-corruption laws and regulations including the
U.S. Foreign Corrupt Practices Act ("CPA" and other laws in the United
States and elsewhere that prohibit improper payments or offers of
payments to foreign governments and their officials, political parties,
state-owned or controlled enterprises, and/or private entities and
individuals for the purpose of obtaining or retaining business. We have
operations in and deal with countries known to experience corruption.
Our activities in these countries create the

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risk of unauthorized
payments or offers of payments by one of our employees, contractors,
agents, or users that could be in violation of various laws, including
the FCPA and anti-corruption and anti-bribery laws in these countries.
We have implemented policies, procedures, systems, and controls designed
to ensure compliance with applicable laws and to discourage corrupt
practices by our employees, consultants, and agents, and to identify and
address potentially impermissible transactions under such laws and
regulations; however, our existing and future safeguards, including
training and compliance programs to discourage corrupt practices by such
parties, may not prove effective, and we cannot ensure that all such
parties, including those that may be based in or from countries where
practices that violate U.S. or other laws may be customary, will not
take actions in violation of our policies, for which we may be
ultimately responsible. Additional compliance requirements may require
us to revise or expand our compliance programs, including the procedures
we use to monitor international and domestic transactions. Failure to
comply with any of these laws and regulations may result inextensive
internal or external investigations as well as significant financial
penalties and reputational harm, which could materially adversely affect
our business, results of operations, and financial condition.

42

*Any escalation or unexpected change in circumstances in the ongoing
military action between Russia and Ukraine, or sanctions, export
controls, and similar measures in response to the conflict, could
materially adversely affect our business, results of operations, and
financial condition.*

We are actively monitoring the situation in Ukraine and assessing its
impact on our business. We have suspended all operations in Russia and
Belarus and certain regions of Ukraine, which is not expected to have a
material impact on our operating results. However, any escalation in the
conflict or unexpected change in circumstances could adversely impact
the demand for travel in the region or beyond and could have a material
adverse impact on our business, results of operations, and financial
condition.

*Our focus on the long-term best interests of our company and our
consideration of all of our stakeholders, including our Hosts, guests,
the communities in which we operate, employ

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ees, shareholders, and other
stakeholders that we may identify from time to time, may conflict with
short- or medium-term financial interests and business performance,
which may negatively impact the value of our Class A common stock.*

We believe that focusing on the long-term best interests of our company
and our consideration of all of our stakeholders, including our Hosts,
guests, the communities in which we operate, employees, shareholders,
and other stakeholders we may identify from time to time, is essential
to the long-term success of our company and to long-term shareholder
value. Therefore, we have made decisions, and may in the future make
decisions, that we believe are in the long-term best interests of our
company and our shareholders, even if such decisions may negatively
impact the short- or medium-term performance of our business, results of
operations, and financial condition or the short- or medium-term
performance of our Class A common stock. Our commitment to pursuing
long-term value for the company and our shareholders, potentially at the
expense of short- or medium-term performance, may materially adversely
affect the trading price of our Class A common stock,including by
making owning our Class A common stock less appealing to investors who
are focused on returns over a shorter time horizon. Our decisions and
actions in pursuit of long-term success and long-term shareholder value,
which may include changes to our platform to enhance the experience of
our Hosts, guests, and the communities in which we operate, including by
improving the trust and safety of our platform, changes in the manner in
which we deliver community support, investing in our relationships with
our Hosts, guests, and employees, investing in and introducing new
products and services, or changes in our approach to working with local
or national jurisdictions on laws and regulations governing our
business, may not result in the long-term benefits that we expect, in
which case our business, results of operations, and financial condition,
as well as the trading price of our Class A common stock, could be
materially adversely affected.

Risks Related to Ownership of Our Class  Common Stock

*Our share price has been, and may continue to be, volatile, and the
value of our Class A common stock may decline.*

The market price of our Class  common stock has been, and may con

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tinue
to be, volatile and could be subject to wide fluctuations in response to
the risk factors described in this Annual Report on Form 10-K, and
others beyond our control, including:

•actual or anticipated fluctuations in our revenue or other operating
metrics;

•our actual or anticipated operating performance and the operating
performance of our competitors;

•changes in the financial projections we provide to the public or our
failure to meet these projections;

•failure of securities analysts to initiate or maintain coverage of us,
changes in financial estimates by any securities analysts who follow our
company, or our failure to meet the estimates or the expectations of
investors;

•any major change in our board of directors, management, or key
personnel;

•the economy as a whole and market conditions in our industry;

•rumors and market speculation involving us or other companies in our
industry;

•announcements by us or our competitors of significant innovations, new
products, services, features, integrations, or capabilities,
acquisitions, strategic investments, partnerships, joint ventures, or
capital commitments;

•the legal and regulatory landscape and changes in the application of
existing laws or adoption of new laws that impact our business, Hosts,
and/or guests, including changes in short-term occupancy and tax laws;

•legal and regulatory claims, litigation, or pre-litigation disputes and
other proceedings;

•the COVID-19 pandemic and its impact on the travel and accommodations
industries;

•other events or factors, including those resulting from war, incidents
of terrorism, or responses to these events; and

•sales or expected sales of our Class  common stock by us, our officers,
directors, principal stockholders, and employees.

In addition, stock markets, and the trading of travel companies'and
technology companies'stocks in particular, have experienced significant
price and volume fluctuations that have affected and continue to affect
the market prices of equity securities of many companies. Stock prices
of many companies, including travel companies and technology companies,
have fluctuated in a manner often unrelated to the operating performance
of those companies. These fluctuations may be even more pronounced in
the trading market for our Class  common stock following our recent
initial public offering as a result of the supply and de

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mand forces for
newly public companies. In the past, stockholders have instituted
securities class action litigation following periods of stock
volatility. If we were to become involved in securities litigation, it
could subject us to substantial costs, divert resources and the
attention of management from our business, and materially adversely
affect our business, results of operations, and financial condition.

*The multi-series structure of our common stock has the effect of
concentrating voting control with certain holders of our common stock,
including our directors, executive officers, and 5% stockholders, and
their respective affiliates, who held in the aggregate 92.1% of the
voting power of our capital stock as of December 1, 2022. This ownership
will limit or preclude other stockholders'ability to influence corporate
matters, including the election of directors, amendments of our
organizational documents, and any merger, consolidation, sale of all or
substantially all of our assets, or other major corporate transaction
requiring stockholder approval.*

43

Our Class A common stock has one vote per share, our Class B common
stock has 20 votes per share, our Class C common stock has no votes per
share, and our Class H common stock has no votes per share. As of
December 1, 2022, the holders of our outstanding Class B common stock
beneficially owned 34.8% of our outstanding capital stock and held 91.6%
of the voting power of our outstanding capital stock, with our
directors, executive officers, and holders of more than 5% of our common
stock, and their respective affiliates, beneficially owning 38.5% of our
outstanding capital stock and holding 92.1% of the voting power of our
outstanding capital stock. Because of the 20-to-one voting ratio between
our Class  and Class  common stock, the holders of our Class  common
stock collectively continue to control a significant percentage of the
combined voting power of our common stock and therefore are able to
control all matters submitted to our stockholders for approval until all
such outstanding shares of Class  common stock have converted into
shares of our Class A common stock. Furthermore, our founders, who
collectively held 73.9% of the voting power of our outstanding capital
stock as of December 1, 2022, are party to a Voting Agreement under
which each founder and his affiliates and certain other entiti

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es agree
to vote their shares for the election of each individual founder to our
board of directors. We and each of our founders are party to a
Nominating Agreement under which we and the founders are required to
take certain actions to include the founders in the slate of nominees
nominated by our board of directors for the applicable class of
directors, include them in our proxy statement, and solicit proxies or
consents in favor of electing each founder to our board of directors.
This concentrated control will limit or preclude your ability to
influence corporate matters for the foreseeable future, including the
election of directors, amendments of our organizational documents, and
any merger, consolidation, sale of all or substantially all of our
assets, or other major corporate transaction requiring stockholder
approval. In addition, this may prevent or discourage unsolicited
acquisition proposals or offers for our capital stock that stockholders
may believe are in their best interest.

Future transfers by holders of Class  common stock will generally result
in those shares converting to Class  common stock, subject to limited
exceptions, such as certain transfers effected forestate planning
purposes or transfers among our founders, if all of our founders agree
to such transfers. Each share of our Class B common stock is convertible
at any time at the option of the Class B holder into one share of Class
A common stock. The conversion of Class  common stock to Class  common
stock will have the effect, over time, of increasing the relative voting
power of those holders of Class  common stock who retain their shares in
the long term. As a result, it is possible that one or more of the
persons or entities holding our Class  common stock could gain
significant voting control as other holders of Class  common stock sell
or otherwise convert their shares into Class  common stock. In addition,
the conversion of Class B common stock to Class A common stock would
dilute holders of Class A common stock in terms of voting power within
the Class  common stock. In addition, any future issuances of common
stock would be dilutive to holders of Class  common stock. For example,
because our Class C common stock carries no voting rights (except as
otherwise required by law), if we issue Class C common stock in the
future, the holders of Class B common stock may be able t

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o elect all of
our directors and to determine the outcome of most matters submitted to
a vote of our stockholders for a longer period of time than would be the
case if we issued Class A common stock rather than Class C common stock
in such transactions. Further, each outstanding share of Class H common
stock will convert into a share of Class A common stock on a
share-for-share basis upon the sale of such share of Class H common
stock to any person or entity that is not our subsidiary, which would
dilute holders of Class A common stock in terms of voting power within
the Class A common stock.

*Our multi-series structure may have a material adverse effect on the
market price of our Class  common stock.*

Our multi-series structure may result in a lower or more volatile market
price of our Class  common stock, in adverse publicity, or other adverse
consequences. For example, certain index providers, such as S&P Dow
Jones, have announced restrictions on including companies with
multiple-class share structures in certain of their indices, including
the S&P 500. Accordingly, the multi-series structure of our common stock
makes us ineligible for inclusion in certain indices and, as a result,
mutual funds, exchange-traded funds, and other investment vehicles that
attempt to passively track those indices may not invest in our Class
common stock. These policies are relatively new and it is unclear what
effect, if any, they will have on the valuations of publicly-traded
companies excluded from such indices, but it is possible that they may
depress valuations, as compared to similar companies that are included.
Because of the multi-class structure of our common stock, we will likely
be excluded from certain indices and we cannot assure that other stock
indices will not take similar actions. Given the sustained flow of
investment funds into passive strategies that seek to track certain
indices, exclusion from certain stock indices would likely preclude
investment by many of these funds and could make our Class  common stock
less attractive to other investors. As a result, the market price of our
Class  common stock could be adversely affected.

*Future sales of our common stock in the public market could cause our
share price to fall.*

Sales of a substantial number of shares of our common stock in the
public market, or the perception that these sales might occur in l

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arge
quantities, could cause the market price of our Class  common stock to
decline and could impair our ability to raise capital through the sale
of additional equity securities. As of December 1, 2022, we had
408,288,511 shares of Class  common stock outstanding, 222,694,817
shares of Class  common stock outstanding, no shares of Class C common
stock outstanding, and 9,200,000 shares of Class H common stock
outstanding.

Certain holders of shares of our common stock, options to purchase
shares of our common stock, and warrants to purchase shares of our
common stock have rights, subject to some conditions, to require us to
file registration statements for the public resale of the Class A common
stock issuable upon conversion of such shares or to include such shares
in registration statements that we may file for us or other
stockholders. Any registration statement we file to register additional
shares, whether as a result of registration rights or otherwise, could
cause the market price of our Class A common stock to decline or be
volatile.

Further, as of December 1, 2022, we had 22.0 million options outstanding
and 34.4 million shares of Class  common stock issuable upon vestingof
outstanding RSUs, which have been registered on Form S-8 under the
Securities Act. These shares can be freely sold in the public market
upon issuance, subject to applicable vesting requirements, compliance by
affiliates with Rule 144, and other restrictions provided under the
terms of the applicable plan and/or the award agreements entered into
with participants. In addition, we filed a registration statement and
may in the future file registration statements covering shares of our
common stock issued pursuant to our equity incentive plans permitting
the resale of such shares by non-affiliates in the public market without
restriction under the Securities Act and the sale by affiliates in the
public market subject to compliance with the resale provisions of Rule
144.

44

Sales, short sales, or hedging transactions involving our equity
securities, whether or not we believe them to be prohibited, could
adversely affect the price of our Class  common stock.

In November 2020, we issued 9,200,000 shares of our Class H common stock
to our Host Endowment Fund and we have announced our intention to donate
400,000 shares of our Class A common stock to a charitable foundation,
each of w

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hich has resulted or will result in substantial dilution to our
existing stockholders. We may issue our shares of common stock or
securities convertible into our common stock from time to time in
connection with financings, acquisitions, investments, or otherwise. Any
such issuance and any issuance of Class A common stock upon the
conversion of Class B or Class H common stock could result in
substantial dilution to our existing stockholders and cause the trading
price of our Class  common stock to decline. See also our risk factor
titled "---Future sales and issuances of our Class A common stock or
rights to purchase our Class A common stock, including pursuant to our
equity incentive plans, or other equity securities or securities
convertible into our Class A common stock, could result in additional
dilution of the percentage ownership of our stockholders and could cause
the stock price of our Class A common stock to decline."

*We cannot guarantee that our share repurchase program will be utilized
to the full value approved or that it will enhance long-term stockholder
value.*

In August 2022, our Board authorized a share repurchase program
authorizing the purchase of up to \$2.0billion of our Class A common
stock at management' discretion. During 2022, we repurchased 13.8
million shares of common stock for \$1.5 billion. Share repurchases may
be made through a variety of methods, which may include open market
purchases, privately negotiated transactions, block trades or
accelerated share repurchase transactions or by any combination of such
methods. Any such repurchases will be made from time to time subject to
market and economic conditions, applicable legal requirements and other
relevant factors. The manner, timing and amount of any share repurchases
may fluctuate and will be determined by us based on a variety of
factors, including the market price of our common stock, our priorities
for the use of cash to support our business operations and plans,
general business and market conditions, tax laws, and alternative
investment opportunities, all of which may be further impacted by
macroeconomic conditions and factors, including rising interest rates,
and inflation, global conflicts, and the ongoing COVID-19 pandemic. Our
share repurchase program authorization does not have an expiration date
nor does it obligate us to acquire any specific number or doll

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ar value
of shares. Our share repurchase program may be modified, suspended or
terminated at any time, which may result in a decrease in the trading
prices of our common stock. Additionally, the Inflation Reduction Act of
2022 introduced a 1% excise tax on share repurchases, which would
increase the costs associated with repurchasing shares of our common
stock. Even if our share repurchase program is fully implemented, it may
not enhance long-term stockholder value or may not prove to be the best
use of our cash. Share repurchases could have an impact on our share
trading prices, increase the volatility of the price of our common
stock, or reduce our available cash balance such that we will be
required to seek financing to support our operations.

*Under our restated certificate of incorporation, we are authorized to
issue 2,000,000,000 hares of Class C common stock. Any future issuance
of Class C common stock may have the effect of further concentrating
voting control in our Class B common stock, including the Class B common
stock held by our founders,* *and may discourage potential acquisitions
of our business, and could have an adverse effect on the trading price
of our Class Acommon stock.*

Under our restated certificate of incorporation, we are authorized to
issue 2,000,000,000 hares of Class C common stock. Although we have no
current plans to issue any shares of Class C common stock, we may in the
future issue shares of Class C common stock for a variety of corporate
purposes, including financings, acquisitions, investments, and equity
incentives to our employees, consultants, and directors. Our authorized
but unissued shares of Class C common stock are available for issuance
with the approval of our board of directors without stockholder
approval, except as may be required by the Listing Rules of The Nasdaq
Stock Market LLC ("asdaq". Because the Class C common stock carries no
voting rights (except as otherwise required by law), is not convertible
into any other capital stock, and is not listed for trading on an
exchange or registered for sale with the SEC, shares of Class C common
stock may be less liquid and less attractive to any future recipients of
these shares than shares of Class A common stock, although we may seek
to list the Class C common stock for trading and register shares of
Class C common stock for sale in the future. In addition, b

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ecause our
Class C common stock carries no voting rights (except as otherwise
required by law), if we issue shares of Class C common stock in the
future, the holders of our Class B common stock, including our founders
who are parties to a Nominating Agreement and a Voting Agreement, may be
able to elect all of our directors and to determine the outcome of most
matters submitted to a vote of our stockholders for a longer period of
time than would be the case if we issued Class A common stock rather
than Class C common stock in such transactions. This concentrated
control could delay, defer, or prevent a change of control, merger,
consolidation, takeover, or other business combination involving us that
stockholders may otherwise support, and could allow us to take actions
that some of our stockholders do not view as beneficial, which could
reduce the trading price of our Class A common stock. Furthermore, this
concentrated control could also discourage a potential investor from
acquiring our Class A common stock due to the limited voting power of
such stock relative to the Class B common stock and might harm the
trading price of our Class A common stock. In addition, if we issue
shares of Class C common stock in the future, such issuances would have
a dilutive effect on the economic interests of our Class A and Class B
common stock. Any such issuance of Class C common stock could also cause
the trading price of our Class A common stock to decline.

*If securities or industry analysts do not publish research or publish
unfavorable research about our business, our stock price and trading
volume could decline.*

The trading market for our Class  common stock is influenced by the
research and reports that industry or securities analysts publish about
us or our business. If one or more of these analysts ceases coverage of
our company or fails to publish reports on us regularly, we could lose
visibility in the financial markets, which in turn could cause our stock
price or trading volume to decline. Moreover, if our operating results
do not meet the expectations of the investor community, one or more of
the analysts who cover our company may change their recommendations
regarding our company, and our stock price could decline.

45

*Future sales and issuances of our Class  common stock or rights to
purchase our Class  common stock, including pursuant to our equity
i

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ncentive plans, or other equity securities or securities convertible
into our Class  common stock, could result in additional dilution of the
percentage ownership of our stockholders and could cause the stock price
of our Class  common stock to decline.*

In the future, we may sell Class  common stock, other series of common
stock, convertible securities, or other equity securities, including
preferred securities, in one or more transactions at prices and in a
manner we determine from time to time. We also expect to issue Class
common stock to employees, consultants, and directors pursuant to our
equity incentive plans. If we sell Class  common stock, other series of
common stock, convertible securities, or other equity securities in
subsequent transactions, or Class  common stock or Class  common stock
is issued pursuant to equity incentive plans, investors may be
materially diluted. New investors in subsequent transactions could gain
rights, preferences, and privileges senior to those of holders of our
Class  common stock.

In addition, we made an initial contribution of 9,200,000 newly-issued
shares of Class H common stock to the Host Endowment Fund in November
2020 and may inour discretion make additional contributions of Class H
common stock in the future, and any future issuances of Class H common
stock would be dilutive to holders of Class A common stock. However, it
is our current intent that the total number of shares contributed to the
Host Endowment Fund by us, when aggregated with any prior contributions,
will not exceed 2% of our total shares outstanding at the time of any
future contribution. We have also announced our intention to donate
400,000 shares of our Class A common stock to a charitable foundation.

*We do not intend to pay dividends for the foreseeable future.
Consequently, any gains from an investment in our Class  common stock
will likely depend on whether the price of our Class  common stock
increases.*

We have only paid one dividend in our history and do not intend to pay
any dividends on our Class  common stock in the foreseeable future. We
anticipate that we will retain all of our future earnings for use in the
operation and growth of our business and for general corporate purposes.
Any determination to pay dividends in the future will be at the
discretion of our board of directors. Accordingly, investors must rely
on sales

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of their Class  common stock after price appreciation, which
may never occur, as the only way to realize any future gains on their
investments. Furthermore, our Credit Agreement contains negative
covenants that limit our ability to pay dividends. For more information,
see the section titled "anagement' Discussion and Analysis of Financial
Condition and Results of Operations ---Liquidity and Capital Resources."

*Anti-takeover provisions contained in our restated certificate of
incorporation and amended and restated bylaws, as well as provisions of
Delaware law, could impair a takeover attempt.*

Our restated certificate of incorporation and amended and restated
bylaws contain and Delaware law contains provisions which could have the
effect of rendering more difficult, delaying, or preventing an
acquisition deemed undesirable by our board of directors. These
provisions provide for the following:

•a multi-series structure which provides our holders of Class B common
stock with the ability to significantly influence the outcome of matters
requiring stockholder approval, even if they own significantly less than
a majority of the shares of our outstanding Class  common stock, Class
common stock, Class C common stock, and Class H common stock;

•a classified board of directors with three-year staggered terms, who
can only be removed for cause, which may delay the ability of
stockholders to change the membership of a majority of our board of
directors;

•no cumulative voting in the election of directors, which limits the
ability of minority stockholders to elect director candidates;

•the exclusive right of our board of directors to set the size of the
board of directors and to elect a director to fill a vacancy, however
occurring, including by an expansion of the board of directors, which
prevents stockholders from being able to fill vacancies on our board of
directors;

•the ability of our board of directors to authorize the issuance of
shares of preferred stock and to determine the price and other terms of
those shares, including voting or other rights or preferences, without
stockholder approval, which could be used to significantly dilute the
ownership of a hostile acquiror;

•the ability of our board of directors to alter our amended and restated
bylaws without obtaining stockholder approval;

•in addition to our board of director' ability to adopt, amend,

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or
repeal our amended and restated bylaws, our stockholders may adopt,
amend, or repeal our amended and restated bylaws only with the
affirmative vote of the holders of at least 66 2/3% of the voting power
of all our then-outstanding shares of capital stock;

•the required approval of (i) t least 66 2/3% of the voting power of the
outstanding shares of capital stock entitled to vote generally in the
election of directors, voting together as a single class, to adopt,
amend, or repeal certain provisions of our restated certificate of
incorporation and (ii) or so long as any shares of Class B common stock
are outstanding, the holders of at least 80% of the shares of Class B
common stock outstanding at the time of such vote, voting as a separate
series, to adopt, amend, or repeal certain provisions of our restated
certificate of incorporation;

•the ability of stockholders to act by written consent only as long as
holders of our Class B common stock hold at least 50% of the voting
power of our capital stock;

•the requirement that a special meeting of stockholders may be called
only by an officer of our company pursuant to a resolution adopted by a
majority of our board of directors then in office or the chairperson of
our board;

•advance notice procedures that stockholders must comply with in order
to nominate candidates to our board of directors or to propose matters
to be acted upon at a stockholders'meeting, which may discourage or
deter a potential acquiror from conducting a solicitation of proxies to
elect the acquiror' own slate of directors or otherwise attempting to
obtain control of us; and

•the limitation of liability of, and provision of indemnification to,
our directors and officers.

These provisions, alone or together, could delay or prevent hostile
takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware
law, including Section 03 of the General Corporation Law of the State of
Delaware (the "elaware General Corporation Law", which prevents some
stockholders holding more than 15% of our outstanding

46

common stock from engaging in certain business combinations without
approval of the holders of substantially all of our outstanding common
stock.

Any provision of our certificate of incorporation, bylaws or Delaware
law that has the effect of delaying or deterring a c

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hange in control
could limit the opportunity for our stockholders to receive a premium
for their shares of our common stock, and could also affect the price
that some investors are willing to pay for our common stock.

*Claims for indemnification by our directors and officers may reduce our
available funds to satisfy successful third-party claims against us and
may reduce the amount of money available to us.*

Our restated certificate of incorporation and amended and restated
bylaws provide that we will indemnify our directors and officers who are
or are threatened to be made a party to or otherwise involved in an
action, suit or proceeding by reason of the fact of their service to the
company, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 45 of the Delaware General
Corporation Law, our amended and restated bylaws and/or our
indemnification agreements that we have entered or intend to enter into
with our directors and officers and certain other employees provide
that:

•we will indemnify our directors and officers to the fullest extent
permitted by Delaware law. Delaware law provides that a corporation may
indemnify such personif such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best
interests of the registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe such person' conduct was
unlawful;

•under certain circumstances we are required to advance expenses, as
incurred, to our directors and officers in connection with defending a
proceeding in advance of its final disposition, except that our
obligation to provide advancement to such directors or officers is
contingent upon their agreement to repay such advances if it is
ultimately determined that such person is not entitled to
indemnification;

•we may, in our discretion, (i) indemnify employees and agents in those
circumstances where indemnification is permitted by applicable law, and
(ii) advance expenses, as incurred, to our employees and agents in
connection with defending a proceeding in advance of its final
disposition, contingent on such employees'or agents'agreement to repay
such advances if it is ultimately determined that such person is not
entitled to indemnification;

•we are bound by any existing indemnification agreements for employees
or agents;

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•the rights conferred in our amended and restated bylaws are not
exclusive, and we are authorized to enter into indemnification
agreements with our directors, officers, employees, and agents and to
obtain insurance to indemnify such persons; and

•we may not retroactively amend or repeal our amended and restated
bylaws to reduce our indemnification or advancement obligations relating
to any act or omission occurring prior to the time of such amendment or
repeal.

While we have procured directors'and officers'liability insurance
policies, such insurance policies may not be available to us in the
future at a reasonable rate, may not cover all potential claims for
indemnification, and may not be adequate to indemnify us for all
liability that may be imposed.

*Our restated certificate of incorporation and amended and restated
bylaws provide for an exclusive forum in the Court of Chancery of the
State of Delaware for certain disputes between us and our stockholders,
and that the federal district courts of the United States will be the
exclusive forum for the resolution of any complaint asserting a cause of
action under the Securities Act.*

Our restated certificate of incorporation and amended and restated
bylaws provide, that: i) unless we consent in writing to the selection
of an alternative forum, the Court of Chancery of the State of Delaware
(or, if such court does not have subject matter jurisdiction thereof,
the federal district court of the State of Delaware) will, to the
fullest extent permitted by law, be the sole and exclusive forum for:
(A) any derivative action or proceeding brought on behalf of the
company, (B) any action asserting a claim for or based on a breach of a
fiduciary duty owed by any of our current or former director, officer,
other employee, agent, or stockholder to the company or our
stockholders, including without limitation a claim alleging the aiding
and abetting of such a breach of fiduciary duty, (C) any action
asserting a claim against the company or any of our current or former
director, officer, employee, agent, or stockholder arising pursuant to
any provision of the Delaware General Corporation Law or our certificate
of incorporation or bylaws or as to which the Delaware General
Corporation Law confers jurisdiction on the Court of Chancery of the
State of Delaware, or (D) any action asserting a claim related to or
involving

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the company that is governed by the internal affairs doctrine;
(ii) unless we consent in writing to the selection of an alternative
forum, the federal district courts of the United States will, to the
fullest extent permitted by law, be the sole and exclusive forum for the
resolution of any complaint asserting a cause of action arising under
the Securities Act, and the rules and regulations promulgated
thereunder; (iii) any person or entity purchasing or otherwise acquiring
or holding any interest in shares of capital stock of the company will
be deemed to have notice of and consented to these provisions; and (iv)
failure to enforce the foregoing provisions would cause us irreparable
harm, and we will be entitled to equitable relief, including injunctive
relief and specific performance, to enforce the foregoing provisions.
Nothing in our restated certificate of incorporation or amended and
restated bylaws precludes stockholders that assert claims under the
Securities Exchange Act of 1934, as amended (the "xchange Act", from
bringing such claims in federal court to the extent that the Exchange
Act confers exclusive federal jurisdiction over such claims, subject to
applicable law.We believe these provisions may benefit us by providing increased
consistency in the application of Delaware law and federal securities
laws by chancellors and judges, as applicable, particularly experienced
in resolving corporate disputes, efficient administration of cases on a
more expedited schedule relative to other forums and protection against
the burdens of multi-forum litigation. If a court were to find the
choice of forum provision that is contained in our restated certificate
of incorporation or amended and restated bylaws to be inapplicable or
unenforceable in an action, we may incur additional costs associated
with resolving such action in other jurisdictions, which could
materially adversely affect our business, results of operations, and
financial condition. For example, Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and

47

regulations thereunder. Accordingly, there is uncertainty as to whether
a court would enforce such a forum selection provision as written in
connection with claims arising under the Securities Act.

The

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choice of forum provisions may limit a stockholder' ability to bring
a claim in a judicial forum that it finds favorable for disputes with us
or any of our current or former directors, officers, other employees,
agents, or stockholders of the company, which may discourage such claims
against us or any of our current or former directors, officers, other
employees, agents, or stockholder of the company and result in increased
costs for investors to bring a claim.

General Risk Factors

*The value of our marketable securities could decline, which could
adversely affect our results of operations and financial condition.*

Our marketable securities portfolio includes various holdings, types,
and maturities. Market values of these investments can be adversely
impacted by various factors, including liquidity in the underlying
security, credit deterioration, the financial condition of the credit
issuer, foreign exchange rates, and changes in interest rates. Our
marketable securities, which we consider highly-liquid investments, are
classified as available-for-sale and are recorded on our consolidated
balance sheets at their estimated fair value. Unrealized gains and
losses on available-for-sale debt securities are reported as a component
of accumulated other comprehensive income (loss) in stockholders'equity
(deficit). Realized gains and losses and other than-temporary
impairments are reported within other income (expense), net in the
consolidated statements of operations. Our marketable equity securities
with readily determinable fair values are measured at fair value on a
recurring basis with changes in fair value recognized within other
income (expense), net in the consolidated statements of operations.

If the fair value of our marketable equity securities declines, our
earnings will be reduced or losses will be increased. Furthermore, our
interest income from cash, cash equivalents, and our marketable
securities are impacted by changes in interest rates, and a decline in
interest rates would adversely impact our interest income.

*We are subject to rules and regulations established by the SEC and
Nasdaq regarding our internal control over financial reporting. We may
not complete needed improvements to our internal control over financial
reporting in a timely manner, or these internal controls may not be
determined to be effective, which may adversely affect in

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vestor
confidence in our company and, as a result, the value of our Class
common stock and your investment.*

As a public reporting company, we are subject to the rules and
regulations established by the SEC and Nasdaq. These rules and
regulations require, among other things, that we establish and
periodically evaluate procedures with respect to our internal control
over financial reporting. Reporting obligations as a public company are
likely to place a considerable strain on our financial and management
systems, processes and controls, as well as on our personnel, including
senior management. In addition, as a public company, we are required to
document and test our internal control over financial reporting pursuant
to Section 04 of the Sarbanes-Oxley Act so that our management can
certify as to the effectiveness of our internal control over financial
reporting. In support of such certifications, we were required to
document and make significant changes and enhancements, including hiring
additional personnel, to our internal control over financial reporting.
Likewise, our independent registered public accounting firm provided an
attestation report on the effectiveness of our internal control over
financial reporting. We anticipate to continue investing significant
resources to enhance and maintain our financial and managerial controls,
reporting systems, and procedures.

If our management is unable to certify the effectiveness of our internal
controls, our independent registered public accounting firm is unable to
express an unqualified opinion on the effectiveness of our internal
control over financial reporting, we identify or fail to remediate
material weaknesses in our internal controls, or we do not effectively
or accurately report our financial performance to the appropriate
regulators on a timely basis, we could be subject to regulatory scrutiny
and a loss of investor confidence, which could significantly harm our
reputation and our stock price, and materially adversely affect our
business, results of operations, and financial condition.

*The failure to successfully implement and maintain accounting systems
could materially adversely impact our business, results of operations,
and financial condition.*

We occasionally implement, modify, retire and change our accounting
systems. For example, we are in the process of implementing a new
cloud-based

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enterprise resource planning system in 2023. Such
transformations involve risk inherent in the conversion to a new system,
including loss of information and potential disruption to normal
operations. These changes to our information technology systems may be
disruptive, take longer than desired, be more expensive than
anticipated, be distracting to management, or fail, causing our business
and results of operations to suffer materially. Additionally, if our
revenue and other accounting or tax systems do not operate as intended
or do not scale with anticipated growth in our business, the
effectiveness of our internal control over financial reporting could be
adversely affected. Any failure to develop, implement, or maintain
effective internal controls related to our revenue and other accounting
or tax systems and associated reporting could materially adversely
affect our business, results of operations, and financial condition or
cause us to fail to meet our reporting obligations. In addition, if we
experience interruptions in service or operational difficulties with our
revenue and other accounting or tax systems, our business, results of
operations, and financial condition could be materially adversely
affected.

*Our results of operations and financial condition could be materially
adversely affected by changes in accounting principles.*

The accounting for our business is subject to change based on the
evolution of our business model, interpretations of relevant accounting
principles, enforcement of existing or new regulations, and changes in
policies, rules, regulations, and interpretations, of accounting and
financial reporting requirements of the SEC or other regulatory
agencies. Adoption of a change in accounting principles or
interpretations could have a significant effect on our reported results
of operations and could affect the reporting of transactions completed
before the adoption of such change. It is difficult to predict the
impact of future changes to accounting principles and accounting
policies over financial reporting, any of which could adversely affect
our results of operations and financial condition and could require
significant investment in systems and personnel.

48

*Avoiding regulation under the Investment Company Act may adversely
affect our operations.*

The Investment Company Act of 1940, as amended (the "nvestment Company
Act"

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, contains substantive legal requirements that regulate the manner
in which "nvestment companies"are permitted to conduct their business
activities. We currently conduct, and intend to continue to conduct, our
operations so that neither we nor any of our subsidiaries are required
to register as an investment company under the Investment Company Act.
We are not engaged primarily, nor do we hold ourselves out as being
engaged primarily, in the business of investing, reinvesting, or trading
in securities, and neither do we intend to own investment securities
with a combined value in excess of 40% of the value, as determined by
our board of directors, of our total assets, exclusive of U.S.
government securities and cash items, on an unconsolidated basis. We do,
however, make minority investments in companies and acquire other
financial instruments from time to time that may be deemed investment
securities. We expect to conduct our operations such that the value of
those investments will not rise to a level where we might be deemed an
investment company, but there can be no assurances that we will be
successful in maintaining the required ratios without taking actions
that may adverselyaffect our operations. For example, to avoid being
deemed an investment company we may be required to sell certain of our
assets and pay significant taxes upon the sale or transfer of such
assets, which may have a material adverse effect on our business,
results of operations, and financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We are headquartered in San Francisco, California, where we have lease
commitments for approximately 924,000 square feet, including
approximately 616,000 square feet offered for sublease, across multiple
buildings.

As of December 1, 2022, we leased office facilities totaling
approximately 1.6 million square feet in multiple locations in the
United States and internationally. As a result of the pandemic' impact
on the working environment, in April 2022, we announced our Live and
Work Anywhere policy. This policy allows for the vast majority of our
employees to work remotely on a permanent basis. Where we ceased using
office space, we have either terminated, subleased, or offered for
sublease. See Note 17, *Restructuring* to our consolidated financial
statements included elsewhere in this Annual Report on Form 10-K. We
be

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lieve our facilities are adequate and suitable for our current needs.

Item 3. Legal Proceedings

We are currently involved in, and may in the future be involved in,
legal proceedings, claims, and government investigations in the ordinary
course of business. These include proceedings, claims, and
investigations relating to, among other things, regulatory matters,
commercial matters, intellectual property, competition, tax, employment,
pricing, discrimination, consumer rights, personal injury, and property
rights. See Note 12, *Commitments and Contingencies* --Legal and
Regulatory Matters to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.

Depending on the nature of the proceeding, claim, or investigation, we
may be subject to monetary damage awards, fines, penalties, or
injunctive orders. Furthermore, the outcome of these matters could
materially adversely affect our business, results of operations, and
financial condition. The outcomes of legal proceedings, claims, and
government investigations are inherently unpredictable and subject to
significant judgment to determine the likelihood and amount of loss
related to such matters. While it is not possible to determine the
outcomes, we believe based on our current knowledge that the resolution
of all such pending matters will not, either individually or in the
aggregate, have a material adverse effect on our business, results of
operations, cash flows, or financial condition.

Item 4. Mine Safety Disclosures

Not applicable.

49

PART II

Item 5. Market for Registrant' Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

Market Information for Class A Common Stock

Our Class A common stock has been listed on the Nasdaq Global Select
Market under the symbol "BNB"since December 10, 2020. Prior to that
date, there was no public trading market for our Class A common stock.
Our Class B, Class C, and Class H common stock are neither listed nor
publicly traded.

Holders of our Common Stock

Holders of our common stock as of February , 2023, were as follows:

•Class A common stock: 1,096 stockholders of record. This number does
not include stockholders for whom shares were held in "ominee"or "treet
name."

•Class B common stock: 91 stockholders of record.

•Class C common stock: There were no shares outstanding.

•Class H common stock: All o

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utstanding shares were held by our
wholly-owned Host Endowment Fund subsidiary.

Dividend Policy

We intend to retain any future earnings and do not anticipate declaring
or paying any cash dividends in the foreseeable future. We may enter
into credit agreements or other borrowing arrangements in the future
that may restrict our ability to declare or pay cash dividends or make
distributions. Any future determination to declare cash dividends will
be made at the discretion of our board of directors, subject to
applicable laws and will depend on a number of factors, including our
financial condition, results of operations, capital requirements,
contractual restrictions, general business conditions, and other factors
our board of directors may deem relevant.

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

The following table sets forth information relating to repurchases of
our equity securities during the three months ended December 1, 2022 (in
millions, except per share amounts):

  ----------------- ---------------------------------- ---------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ------ ------ -------- -------- ---------- -- -- -- -- --

  Period            Total Number of Shares Purchased   Average Price Paid per Share (1)   Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs   Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2)
  October 1 - 31    ---                                                                   \$                                                                                ---                                                                                ---             \$       1,000.0
  November 1 - 30   2.6

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99.59                                                                                2.6           737.5
  December 1 - 31   2.6                                                                   95.16                                                                                2.6           \$       500.0
  Total             5.2                                                                   \$                                                                                97.38                                                                                5.2
  ----------------- ---------------------------------- ---------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ------ ------ -------- -------- ---------- -- -- -- -- --

(1)Includes broker commissions.

(2)On August , 2022, we announced that our board of directors approved a
share repurchase program with authorization to purchase up to
\$2.0 illion of our Class A common stock at management' discretion (the
"hare Repurchase Program". The Share Repurchase Program does not have an
expiration date, does not obligate us to repurchase any specific number
of shares, and may be modified, suspended, or terminated at any time at
our discretion.

Performance Graph

The following performance graph and related information shall not be
deemed "oliciting material"or to be "iled"with the SEC for purposes of
Section 18 of the Exchange Act or incorporated by reference into any
filing of Airbnb, Inc. under the Securities Act or the Exchange Act.

The graph below compares the cumulative total stockholder return on our
Class A common stock with the cumulative total return on the S&P 500
Index ("&P 500", the S&P 500 Information Technology Index ("&P 500 IT",
and the Nasdaq Composite Index ("ASDAQ". The graph assumes \$100 was
invested at the market close on December 10, 2020, which was the first
day our Class A common stock began trading.

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Data for the S&P 500 Index,
S&P 500 Information Technology Index, and Nasdaq Composite Index assume
reinvestment of dividends. The graph uses the closing market price on
December 10, 2020 of \$144.71 per share as the initial value of our
Class A common

50

stock. The comparisons in the graph below are based upon historical data
and are not indicative of, nor intended to forecast, future performance
of our Class A common stock.

![image](98dad7d54ebb84dfc3c793c035b4282045d14831.jpg){width="5.64375in"
height="2.90625in"}

Item 6. \[Reserved\]

Item 7. Management' Discussion and Analysis of Financial Condition and
Results of Operations

*You should read the following discussion and analysis of our financial
condition and results of operations together with our consolidated
financial statements and related notes included elsewhere in this Annual
Report on Form 10-K. This discussion contains forward-looking statements
based upon current expectations that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors, including
those set forth under the section titled "isk Factors"or inother parts
of this Annual Report on Form 10-K. Our historical results are not
necessarily indicative of the results that may be expected for any
period in the future. Except as otherwise noted, all references to 2022
refer to the year ended December 1, 2022, references to 2021 refer to
the year ended December 1, 2021, and references to 2020 refer to the
year ended December 1, 2020.*

The following discussion should be read in conjunction with the
consolidated financial statements and accompanying notes included in
Part II, Item 8 of this Annual Report on Form 10-K. This section of this
Annual Report on Form 10-K generally discusses 2022 and 2021 items and
year-to-year comparisons between 2022 and 2021. Discussions of 2020
items and year-to-year comparisons between 2021 and 2020 are not
included in this Form 10-K, and can be found in "anagement' Discussion
and Analysis of Financial Condition and Results of Operations"in Part
II, Item 7 of our Annual Report on Form 10-K for the year ended
December 1, 2021, filed on February 25, 2022.

*Revision of Previously Issued Financial Statements*

As described in Note 2, *Summary of Significant Accounting Policies*, to
our consolidated financ

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ial statements included in Item 8 of Part II of
this Annual Report on Form 10-K, we have revised previously issued
financial statements to correct immaterial misstatements. This had no
impact on our consolidated financial statements outside of the
presentation in the consolidated statements of cash flow and did not
affect the consolidated statements of operations.

Overview

We are a community based on connection and belonging--- community that
was born in 2007 when two Hosts welcomed three guests to their San
Francisco home, and has since grown to over 4 million Hosts who have
welcomed over 1.4 billion guest arrivals to over 100,000 cities and
towns in almost every country and region across the globe. Hosts on
Airbnb are everyday people who share their worlds to provide guests with
the feeling of connection and being at home. We have five stakeholders
and we have designed our company with all of them in mind. Along with
employees and shareholders, we serve Hosts, guests, and the communities
in which they live. We intend to make long-term decisions considering
all of our stakeholders because their collective success is key for our
business to thrive.

51

We operate a global marketplace, where Hosts offer guests stays and
experiences on our platform. Our business model relies on the success of
Hosts and guests (collectively referred to as "ustomers" who join our
community and generate consistent bookings over time. As Hosts become
more successful on our platform and as guests return over time, we
benefit from the recurring activity of our community.

Initial Public Offering

Our initial public offering ("PO" was completed on December 14, 2020.
Our consolidated financial statements as of December 31, 2020 and for
the year then-ended reflect the sale by us of an aggregate of 55,000,000
shares in our IPO, including the exercise of the underwriters'option to
purchase additional shares, at the public offering price of \$68.00 per
share, for net proceeds to us of approximately \$3.7 billion, after
underwriting discounts and commissions and offering expenses, and the
conversion of all outstanding shares of our redeemable convertible
preferred stock into an aggregate of 240,910,588 shares of Class B
common stock, including 1,286,694 shares of Class B common stock
issuable pursuant to the anti-dilution adjustment provisions relating to
our Series C redeemable conver

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tible preferred stock.

Our consolidated financial statements as of December 31, 2020 and for
the year then-ended include stock-based compensation expense of \$2.8
billion associated with the vesting of RSUs in connection with our IPO
for which the requisite service-based vesting condition was met as of
December 31, 2020. The liquidity-based vesting condition for RSUs was
satisfied upon the effectiveness of our Registration Statement on Form
S-1 on December 9, 2020.

2022 Financial Highlights

In 2022, revenue grew by 40% to \$8.4 billion compared to 2021,
primarily due to a 31% increase in Nights and Experiences Booked of 93.0
million combined with higher average daily rates driving a 35% increase
in Gross Booking Value of \$16.3 billion. The growth in revenue
demonstrated the continued strong travel demand. On a constant-currency
basis, revenue increased 46% in 2022 compared to 2021.

We ended 2022 with net income of \$1.9 billion, an improvement from a
net loss of \$352.0 million in 2021, and our first profitable year to
date. Our net profit margin increased to 23% from a negative 6% in 2021,
primarily due to our revenue growth outpacing the growth in our
operating expenses and

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cost management.

Adjusted EBITDA1 increased 82% to \$2.9 billion in 2022 demonstrating
the continued strength of our business and disciplined management of our
cost structure.

Our net cash provided by operating activities was \$3.4 billion in 2022,
up from \$2.3 billion in 2021, and we generated Free Cash Flow1 of \$3.4
billion. The increase was driven by our revenue growth, net margin
expansion, and significant growth in unearned fees.

In August 2022, our board of directors approved a share repurchase
program with authorization to purchase up to \$2.0 illion of our Class A
common stock at management' discretion. During 2022, we repurchased and
retired 13.8 million shares of common stock for \$1.5 billion.

Macroeconomic Conditions on our Business

As we look forward, we recognize the potential impact of challenging
macroeconomic conditions on our business, including inflation and rising
interest rates, foreign currency fluctuations, and potential decreased
consumer spending. To date, these conditions have had a modest impact on
our business, results of operations, cash flows, and financial
condition; however, the impact in the future of these macroeconomic
events on our business, results of operations, cash flows, and financial
condition is uncertain and will depend on future developments that we
may not be able to accurately predict.

*Impact of COVID-19*

In response to the outbreak of the novel strain of the coronavirus
disease ("OVID-19" in the first half of 2020, as well as subsequent
outbreaks driven by new variants of COVID-19, governments around the
world have implemented, and continue to implement, a variety of measures
to reduce the spread of COVID-19, including travel restrictions, social
distancing, shelter-in-place orders, vaccination mandates, or
requirements for businesses to confirm employees'vaccination status, and
other restrictions.

While COVID-19 still plagues the world, for the year ended December 1,
2022, Gross Booking Value ("BV" and revenue were \$63.2 billion and
\$8.4 billion, respectively, which were both higher compared to the same
periods in 2021, 2020, and pre-COVID-19. In 2020 and 2021, we faced
lower demand for long distance travel and overall depressed Nights and
Experiences Booked compared to pre-COVID-19. However, in 2022, we saw
significant growth with Nights and Experiences Booked exceeding
pre-COVID-19 levels for th

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e same period. The trends in our recovery
continue to vary by region due to a variety of factors, including the
emergence of COVID-19 variants, vaccination rates, COVID-19 caseloads,
and associated travel restrictions, as well as historical cross-border
compared to domestic travel dependence. During 2022, we saw strength in
all regions relative to 2021 as well as sequential growth in nights
booked in Latin America and Asia Pacific.

The extent and duration of the impact of the COVID-19 pandemic over the
longer term remain uncertain and dependent on future developments that
cannot be accurately predicted at this time, such as the severity and
transmission rate of COVID-19, the introduction and spread of new
variants of the virus that may be resistant to currently approved
vaccines, and the continuation of existing or implementation of new
government travel restrictions, the extent and effectiveness of
containment actions taken, including mobility restrictions, the timing,
availability, and effectiveness of vaccines, and the impact of these and
other factors on travel behavior in general, and on our business in
particular, which may result in a reduction in bookings and an increase
in booking cancellations.

1 A reconciliation of non-generally accepted accounting principal
financial measures to the most comparable generally accepted accounting
principal financial measures is provided under the subsection titled "ey
Business Metrics and Non-GAAP Financial Measures---Adjusted EBITDA"and
"---Free Cash Flow"below.

52

*Inflation Reduction Act of 2022*

On August 16, 2022, the Inflation Reduction Act (the "RA" was signed
into law in the United States. Among other changes, the IRA introduced a
corporate minimum tax on certain corporations with average adjusted
financial statement income over a three-tax year period in excess of \$1
billion and an excise tax on certain stock repurchases by certain
covered corporations for taxable years beginning after December 31,
2022. While the corporate minimum tax law change has no immediate effect
and is not expected to have a material adverse effect on our results of
operations going forward, we will continue to evaluate its impact as
further information becomes available.

Key Business Metrics and Non-GAAP Financial Measures

We track the following key business metrics and financial measures that
are not calculated and presen

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ted in accordance with generally accepted
accounting principles in the United States of America (".S. GAAP"
("on-GAAP financial measures" to evaluate our operating performance,
identify trends, formulate financial projections, and make strategic
decisions. Accordingly, we believe that these key business metrics and
non-GAAP financial measures provide useful information to investors and
others in understanding and evaluating our results of operations in the
same manner as our management team. We believe that non-GAAP financial
information, when taken collectively, may be helpful to investors
because it provides consistency and comparability with past financial
performance, and assists in comparisons with other companies, some of
which use similar non-GAAP financial information to supplement their
U.S. GAAP results.

These key business metrics and non-GAAP financial measures are presented
for supplemental informational purposes only, should not be considered a
substitute for financial information presented in accordance with U.S.
GAAP, and may be different from similarly titled metrics or measures
presented by other companies. A reconciliation of each non-GAAP
financial measure to the most directly comparable financial measure
stated in accordance with U.S. GAAP is provided under the subsection
titled "---Adjusted EBITDA"and "---Free Cash Flow"below. Investors are
encouraged to review the related U.S. GAAP financial measures and the
reconciliation of these non-GAAP financial measures to their most
directly comparable U.S. GAAP financial measures.

*Key Business Metrics*

We review the following key business metrics to measure our performance,
identify trends, formulate financial projections, and make strategic
decisions. We are not aware of any uniform standards for calculating
these key metrics, which may hinder comparability with other companies
that may calculate similarly titled metrics in a different way.

  ------------------------------- --------------- --------- ------ ---- --------- -- -- --

                                  2021            2022
                                  (in millions)
  Nights a

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nd Experiences Booked   301                       394
  Gross Booking Value             \$              46,877           \$   63,212
  ------------------------------- --------------- --------- ------ ---- --------- -- -- --

*Nights and Experiences Booked*

Nights and Experiences Booked is a key measure of the scale of our
platform, which in turn drives our financial performance. Nights and
Experiences Booked on our platform in a period represents the sum of the
total number of nights booked for stays and the total number of seats
booked for experiences, net of cancellations and alterations that
occurred in that period. For example, a booking made on February 5 would
be reflected in Nights and Experiences Booked for our quarter ended
March 31. If, in the example, the booking were canceled on May 5, Nights
and Experiences Booked would be reduced by the cancellation for our
quarter ended June 30. A night can include one or more guests and can be
for a listing with one or more bedrooms. A seat is booked for each
participant in an experience. Substantially all of the bookings on our
platform to date have come from nights. We believe Nights and
Experiences Booked is a key business metric to help investors and others
understand and evaluate our results of operations in the same manner as
our management team, as it represents a single unit of transaction on
our platform.

In 2022, we had 393.7 million Nights and Experiences Booked, a 31%
increase from 300.6 million in 2021. Nights and Experiences Booked grows
as we attract new customers to our platform and as repeat customers
increase their activity on our platform. Our Nights and Experiences
Booked increased from prior year levels driven by strong growth across
all regions, in particular in Europe, Latin America, and Asia.

*Gross Booking Value*

GBV represents the dollar value of bookings on our platform in a period
and is inclusive of Host earnings, service fees, cleaning fees, and
taxes, net of cancellations and alterations that occurred during that
period. The timing of recording GBV and any related cancellations is
similar to that described in the subsection titled "--- ey Business
Metrics and Non-GAAP Financial Measures ---Nights and Experiences
Booked"above. Revenue from the booking is recognized upon check-in;
accordingly, GBV is a leading indicator of revenue. The entire

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amount of
a booking is reflected in GBV during the quarter in which booking
occurs, whether the guest pays the entire amount of the booking upfront
or elects to use our Pay Less Upfront program. Growth in GBV reflects
our ability to attract and retain customers and reflects growth in
Nights and Experiences Booked.

In 2022, our GBV was \$63.2 billion, a 35% increase from \$46.9 billion
in 2021. The increase in our GBV was primarily due to an increase in
Nights and Experiences Booked. The travel recovery we are experiencing
has been dominated by our higher average daily rate ("DR" regions---orth
America and Europe, in particular. Similar to Nights and Experiences
Booked, our GBV improvement was driven by stronger bookings in all
regions.

53

*Non-GAAP Financial Measures*

Our non-GAAP financial measures include Adjusted EBITDA, Free Cash Flow,
and revenue growth rates in constant currency, which are described
below. A reconciliation of each non-GAAP financial measure to the most
directly comparable financial measure stated in accordance with U.S.
GAAP is provided below. Investors are encouraged to review the related
U.S. GAAP financial measures and the reconciliation of these non-GAAP
financial measures to their most directly comparable U.S. GAAP financial
measures.

The following table summarizes our non-GAAP financial measures, along
with the most directly comparable GAAP measure:

  ------------------------------------------- --------------- --------- -- ---- -------- -- -- --

                                              2021            2022
                                              (in millions)
  Net income (loss)                           \$              \(352\)      \$   1,893
  Adjusted EBITDA                             \$              1,593        \$   2,903

  Net cash provided by operating activities   \$              2,313        \$   3,430
  Free Cash Flow                              \$              2,288        \$   3,405
  ----------------------------

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--------------- --------------- --------- -- ---- -------- -- -- --

*Adjusted EBITDA*

We define Adjusted EBITDA as net income or loss adjusted for
(i) rovision for (benefit from) income taxes; (ii) ther income
(expense), net, interest expense, and interest income; (iii) epreciation
and amortization; (iv) tock-based compensation expense; (v)
acquisition-related impacts consisting of gains (losses) recognized on
changes in the fair value of contingent consideration arrangements;
(vi) et changes to the reserves for lodging taxes for which management
believes it is probable that we may be held jointly liable with Hosts
for collecting and remitting such taxes; and (vii) restructuring
charges.

The above items are excluded from our Adjusted EBITDA measure because
these items are non-cash in nature, or because the amount and timing of
these items is unpredictable, not driven by core results of operations,
and renders comparisons with prior periods and competitors less
meaningful. We believe Adjusted EBITDA provides useful information to
investors and others in understanding and evaluating our results of
operations, as well as provides a useful measure for period-to-period
comparisons ofour business performance. Moreover, we have included
Adjusted EBITDA in this Annual Report on Form 10-K because it is a key
measurement used by our management internally to make operating
decisions, including those related to operating expenses, evaluating
performance, and performing strategic planning and annual budgeting.

Adjusted EBITDA also excludes certain items related to transactional tax
matters, for which management believes it is probable that we may be
held jointly liable with Hosts in certain jurisdictions, and we urge
investors to review the detailed disclosure regarding these matters
included in the subsection titled "---ritical Accounting Policies and
Estimates---odging Tax Obligations,"as well as the notes to our
consolidated financial statements included elsewhere in this Annual
Report on Form 10-K.

Adjusted EBITDA has limitations as a financial measure, should be
considered as supplemental in nature, and is not meant as a substitute
for the related financial information prepared in accordance with GAAP.
These limitations include the following:

•Adjusted EBITDA does not reflect interest income (expense) and other
income (expense), net, which include loss on ext

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inguishment of debt and
unrealized and realized gains and losses on foreign currency exchange,
investments, and financial instruments, including the warrants issued in
connection with a term loan agreement entered into in April 2020. We
amended the anti-dilution feature in the warrant agreements in March
2021. The balance of the warrants of \$1.3 illion was reclassified from
liability to equity as the amended warrants met the requirements for
equity classification and are no longer remeasured at each reporting
period;

•Adjusted EBITDA excludes certain recurring, non-cash charges, such as
depreciation of property and equipment and amortization of intangible
assets, and although these are non-cash charges, the assets being
depreciated and amortized may have to be replaced in the future, and
Adjusted EBITDA does not reflect all cash requirements for such
replacements or for new capital expenditure requirements;

•Adjusted EBITDA excludes stock-based compensation expense, which has
been, and will continue to be for the foreseeable future, a significant
recurring expense in our business and an important part of our
compensation strategy;

•Adjusted EBITDA excludes acquisition-related impacts consisting of
gains (losses) recognized on changes in the fair value of contingent
consideration arrangements. The contingent consideration, which was in
the form of equity, was valued as of the acquisition date and is
marked-to-market at each reporting period based on factors including our
stock price;

•Adjusted EBITDA does not reflect net changes to reserves for lodging
taxes for which management believes it is probable that we may be held
jointly liable with Hosts for collecting and remitting such taxes; and

•Adjusted EBITDA does not reflect restructuring charges, which include
severance and other employee costs, lease impairments, and contract
amendments and terminations.

Because of these limitations, you should consider Adjusted EBITDA
alongside other financial performance measures, including net loss and
our other GAAP results.

54

In 2022, Adjusted EBITDA was \$2.9 billion, compared to \$1.6 billion in
2021. This favorable change was due to our revenue growth combined with
continued cost management.

*Adjusted EBITDA Reconciliation*

The following is a reconciliation of Adjusted EBITDA to the most
comparable GAAP measure, net income (loss):

  --------------------

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------------------------ ----------------------------------- --------- --------- ---- -------- -- -- --

                                               2021                                2022
                                               (in millions, except percentages)
  Revenue                                      \$                                  5,992               \$   8,399

  Net income (loss)                            \$                                  \(352\)             \$   1,893
  Adjusted to exclude the following:
  Provision for (benefit from) income taxes    52                                            96Other income (expense), net                  304                                           \(25\)
  Interest expense                             438                                           24
  Interest income                              \(13\)                                        \(186\)
  Depreciation and amortization                138                                           81
  Stock-based compensation expense(1)          899                                           930

  Acquisition-related impacts                  11                                            \(12\)
  Net changes in lodging tax reserves          3                                             13
  Restructuring charges                        113                                           89
  Adjusted EBITDA                              \$1,593               \$   2,903
  Adjusted EBITDA as a percentage of Revenue   27                                  \%        35        \%
  -------------------------------------------- ----------------------------------- --------- --------- ---- -------- -- -- --

(1)Excludes stock-based compensation related to restructuring, which is
included in restructuring charges in the table above.

 *Free Cash Flow*

We define Free Cash Flow as net cash provided by (used in) operating
activities less purchases of property and equipment. We believe that
Free Cash Flow is a meaningful indicator of liquidity that provides
information to our management, investors and others about the amount of
cash generated from operations, after purchases of property and
equipment, that can be used for strategic initiatives, including
continuous investment in our business, growth through acquisitions, and
strengthening our balance sheet. Our Free Cash Flow is impacted by the
timing of GBV because we collect our service fees at the time of
booking, which is generally before a stay or experience occurs. Funds
held on behalf of our customers and amounts payable to our

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customers do
not impact Free Cash Flow, except interest earned on these funds. Free
Cash Flow has limitations as an analytical tool and should not be
considered in isolation or as a substitute for analysis of other GAAP
financial measures, such as net cash provided by (used in) operating
activities. Free Cash Flow does not reflect our ability to meet future
contractual commitments and may be calculated differently by other
companies in our industry, limiting its usefulness as a comparative
measure.

In 2022, Free Cash Flow was \$3.4 billion compared to \$2.3 billion in
2021, representing 41% of revenue. The increase was primarily driven by
revenue growth, margin expansion, and significant growth in unearned
fees.

55

*Free Cash Flow Reconciliation*

The following is a reconciliation of Free Cash Flow to the most
comparable GAAP cash flow measure, net cash provided by operating
activities:

  ----------------------------------------------------- ----------------------------------- --------- -------- ---- --------- -- -- --2021                                2022
                                                        (in millions, except percentages)
  Revenue                                               \$                                  5,992              \$   8,399

  Net cash provided by operating activities             \$                                  2,313              \$   3,430
  Purchases of property and equipment                   \(25\)                                        \(25\)
  Free Cash Flow                                        \$                                  2,288              \$   3,405
  Free Cash Flow as a percentage of Revenue             38                                  \%        41       \%
  Other cash flow components:

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Net cash used in investing activities                 \$                                  (1,352)            \$   \(28\)
  Net cash provided by (used in) financing activities   \$                                  1,308              \$   \(689\)
  ----------------------------------------------------- ----------------------------------- --------- -------- ---- --------- -- -- --

*Constant Currency*

In addition to revenue growth rates derived from revenue presented in
accordance with U.S. GAAP, we disclose below the percentage change in
our current period revenue from the corresponding prior period by
comparing results using constant currencies. We present constant
currency revenue growth rate information to provide a framework for
assessing how our underlying revenue performed excluding the effect of
changes in exchange rates. We use the percentage change in constant
currency revenues for financial and operational decision-making and as a
means to evaluate period-to-period comparisons. We believe the
presentation of revenue on a constant currency basis in addition to the
U.S. GAAP presentation helps improve the ability to understand our
performance because it excludes the effects of foreign currency
volatility that are not indicative of our core operating results. We
calculate the percentage change in constant currency by determining the
change in the current period revenue over the prior comparable period
where current period foreign currency revenue is translated using the
exchange rates of the comparative period.

*Geographic Mix*

Our operations are global, and certain trends in our business, such as
Nights and Experiences Booked, GBV, revenue, GBV per Night and
Experience Booked, and Nights per Booking vary by geography. We measure
Nights and Experiences Booked by region based on the location of the
listing.

  ------------------------------- ----------------------------------- ------------- ------ ------ ------------- --------- ---- --------- ---- ------ ---- -- -- -- -- -- --

airbnb.txt

2021                                \% of Total          2022   \% of Total
                                  (in millions, except percentages)
  Nights and Experiences Booked
  North America                   114                                               38     \%                   133            34        \%
  EMEA                            118                                               39     \%                   168            43        \%
  Latin America                   39                                                13     \%                   53             13        \%
  Asia Pacific                    30                                                10     \%40             10        \%
  Total                           301                                               100    \%                   394            100       \%

  Gross Booking Value
  North America                   \$                                  25,305               54     \%                      \$   32,246         51     \%
  EMEA                            14,607                                            31     \%                   21,486         34        \%
  Latin America                   3,706                                             8      \%                   4,838          8         \%
  Asia Pacific                    3,259                                             7      \%4,642          7         \%
  Total                           \$                                  46,877               100    \%                      \$   63,212         100    \%

  Revenue
  North America                   \$                                  3,201                54     \%                      \$   4,210          50     \%
  EMEA                            1,931                                             32     \%                   2,924          35        \%
  Latin America                   431                                               7      \%                   643            8         \%
  Asia Pacific                    429                                               7      \%                   622

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7         \%
  Total                           \$                                  5,992                100    \%                      \$   8,399          100    \%
  ------------------------------- ----------------------------------- ------------- ------ ------ ------------- --------- ---- --------- ---- ------ ---- -- -- -- -- -- --

We saw an increase in GBV per Night and Experience Booked in 2022
compared to 2021, in part because our geographic mix shifted to these
higher GBV per Night and Experience Booked regions. Specifically, GBV
per Night and Experience Booked in 2022 was \$240.29 for North America
compared to \$127.99 for EMEA, \$117.41 for Asia Pacific, and \$92.89
for Latin America, with a total global GBV per Night and Experience
Booked of \$160.56.\
\
Our total company average nights per booking, excluding experiences for
2022 were 4.2 nights for each of North America, EMEA, and Latin

56

America, and 3.2 nights for Asia Pacific, with a total average of 4.1
nights. We expect that our blended global average nights per booking
will continue to fluctuate based on our geographic mix and changes in
traveler behaviors.

Components of Results of Operations

*Revenue*

Our revenue consists of service fees, net of incentives and refunds,
charged to our customers. For stays, service fees, which are charged to
customers as a percentage of the value of the booking, excluding taxes,
vary based on factors specific to the booking, such as booking value,
the duration of the booking, geography, and Host type. For experiences,
we only earn a Host fee. Substantially all of our revenue comes from
stays booked on our platform. Incentives include our referral programs
and marketing promotions to encourage the use of our platform and
attract new customers, while our refunds to customers are part of our
customer support activities.

We experience a difference in timing between when a booking is made and
when we recognize revenue, which occurs upon check-in. We record the
service fees that we collect from customers prior to check-in on our
balance sheet as unearned fees. Revenue is net of incentives and refunds
provided to customers.

*Cost of Revenue*

Cost of revenue includes payment processing costs, including merchant
fees and chargebacks, costs associated with third-party data centers
used to host our platf

airbnb.txt

orm, and amortization of internally developed
software and acquired technology. Because we act as the merchant of
record, we incur all payment processing costs associated with our
bookings, and we have chargebacks, which arise from account takeovers
and other fraudulent activities. Cost of revenue may vary as a
percentage of revenue from year to year based on activity on our
platform and may also vary from quarter to quarter as a percentage of
revenue based on the seasonality of our business and the difference in
the timing of when bookings are made and when we recognize revenue.

*Operations and Support*

Operations and support expense primarily consists of personnel-related
expenses and third-party service provider fees associated with community
support provided via phone, email, and chat to customers; customer
relations costs, which include refunds and credits related to customer
satisfaction and expenses associated with our Host protection programs;
and allocated costs for facilities and information technology.

*Product Development*

Product development expense primarily consists of personnel-related
expenses and third-party service provider fees incurred in connection
with the development of our platform, and allocated costs for facilities
and information technology.

*Sales and Marketing*

Sales and marketing expense primarily consists of brand and performance
marketing, personnel-related expenses, including those related to our
field operations, policy and communications, portions of referral
incentives and coupons, and allocated costs for facilities and
information technology.

*General and Administrative*

General and administrative expense primarily consists of
personnel-related expenses for management and administrative functions,
including finance and accounting, legal, and human resources. General
and administrative expense also includes certain professional services
fees, general corporate and director and officer insurance, allocated
costs for facilities and information technology, indirect taxes,
including lodging tax reserves for which we may be held jointly liable
with Hosts for collecting and remitting such taxes, and bad debt
expense.

*Restructuring Charges*

Restructuring charges primarily consist of costs associated with a
global workforce reduction in May 2020, lease impairments, and costs
associated with amendments and terminations

airbnb.txt

of contracts, including
commercial agreements with service providers.

*Stock-Based Compensation*

We grant stock-based awards consisting primarily of stock options,
restricted stock awards ("SAs", and restricted stock units ("SUs" to
employees, members of our board of directors, and non-employees. In
addition, we have an Employee Stock Purchase Plan ("SPP", which was
adopted by our board of directors in December 2020.

*Interest Income*

Interest income consists primarily of interest earned on our cash, cash
equivalents, marketable securities, and amounts held on behalf of
customers.

57

*Interest Expense*

Interest expense consists primarily of interest associated with various
indirect tax reserves, amortization of debt issuance and debt discount
costs, and the loss on extinguishment of debt related to the repayment
of the first and second lien loans in March 2021.

*Other Income (Expense), Net*

Other income (expense), net consists primarily of realized and
unrealized gains and losses on foreign currency transactions and
balances, the change in fair value of investments and financial
instruments, including the warrants issued in connection with a term
loan agreement entered into in April 2020, and our share of income or
loss from our equity method investments.

Our platform generally enables guests to make payments in the currency
of their choice to the extent that the currency is supported by Airbnb,
which may not match the currency in which the Host elects to be paid. As
a result, in those cases, we bear the currency risk of both the guest
payment as well as the Host payment due to timing differences in such
payments. We enter into derivative contracts to offset a portion of our
exposure to the impact of movements in currency exchange rates on our
transactional balances denominated in currencies other than the U.S.
dollar. The effects of these derivative contracts are reflected in other
income (expense), net.

*Provision for (Benefit from) Income Taxes*

We are subject to income taxes in the United States and foreign
jurisdictions in which we do business. Foreign jurisdictions have
different statutory tax rates than those in the United States.
Additionally, certain of our foreign earnings may also be taxable in the
United States. Accordingly, our effective tax rate is subject to
significant variation due to several factors, including variability in
our

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pre-tax and taxable income and loss and the mix of jurisdictions to
which they relate, intercompany transactions, changes in how we do
business, acquisitions, investments, tax audit developments, changes in
our deferred tax assets and liabilities and their valuation, foreign
currency gains and losses, changes in statutes, regulations, case law,
and administrative practices, principles, and interpretations related to
tax, including changes to the global tax framework, competition, and
other laws and accounting rules in various jurisdictions, and relative
changes of expenses or losses for which tax benefits are not recognized.
Additionally, our effective tax rate can vary based on the amount of
pre-tax income or loss. For example, the impact of discrete items and
non-deductible expenses on our effective tax rate is greater when our
pre-tax income is lower.

We have a valuation allowance for our net U.S. deferred tax assets,
including federal and state net operating loss carryforwards, tax
credits, and intangible assets. We expect to maintain these valuation
allowances until it becomes more likely than not that the benefit of our
deferred tax assets will be realized by way of expected future taxable
income in the United States. We regularly assess all available evidence,
including cumulative historic losses and forecasted earnings. Given our
current earnings and anticipated future earnings, we believe that there
is a reasonable possibility that sufficient positive evidence may become
available in a future period to reach a conclusion that the U.S.
valuation allowance will no longer be needed. Release of the valuation
allowance would result in the recognition of material U.S. federal and
state deferred tax assets and a corresponding decrease to income tax
expense in the period the release is recorded. The exact timing and
amount of the valuation allowance release are subject to change on the
basis of the level of sustained U.S. profitability that we are able to
actually achieve, as well as the amount of tax deductible stock
compensation dependent upon our publicly traded share price, foreign
currency movements, and macroeconomic conditions, among other factors.

We recognize accrued interest and penalties related to unrecognized tax
benefits in the provision for (benefit from) income taxes.

58

Results of Operations

The following table sets forth our results

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of operations for the periods
presented (in millions, except percentages):

  ----------------------------------- --------- --------------- -------- --------------- -------- ---- -------- -- ------ ---- -- -- -- --

                                      2021      2022
                                      Amount    \% of Revenue   Amount   \% of Revenue
  Revenue                             \$        5,992                    100             \%       \$   8,399       100    \%
  Costs and expenses:
  Cost of revenue                     1,156                     19                       1,499         18
  Operations and support(1)           847                       14                       1,041         12
  Product development(1)              1,425                     24                       1,502         18
  Sales and marketing(1)              1,186                     20                       1,516         18
  General and administrative(1)       836                       14                       950           11
  Restructuring charges(1)            113                       2                        89            1
  Total costs and expenses            5,563                     93                       6,597         78
  Income from operations              429                       7                        1,802         22
  Interest income                     13                        ---                      186           2
  Interest expense                    \(438\)                   \(7\)                    \(24\)        ---

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Other income (expense), net         \(304\)                   \(5\)                    25            ---
  Income (loss) before income taxes   \(300\)                   \(5\)                    1,989         24
  Provision for income taxes          52                        1                        96            1
  Net income (loss)                   \$        \(352\)                  \(6\)           \%       \$   1,893       23     \%
  ----------------------------------- --------- --------------- -------- --------------- -------- ---- -------- -- ------ ---- -- -- -- --

(1)Includes stock-based compensation expense as follows (in millions):

  ---------------------------------- ------ ------ ------ ---- ------ -- -- --

                                     2021   2022
  Operations and support             \$     49            \$   63
  Product development                545548
  Sales and marketing                100           114
  General and administrative         205           205

  Stock-based compensation expense   \$     899           \$   930
  ---------------------------------- ------ ------ ------ ---- ------ -- -- --

Comparison of the Years Ended December 1, 2021 and 2022

*Revenue*

  --------- ----------------------------------- -------- ----------- ---- -------- -- ----- ---- -- -- --

            2021                                2022     \% Change
            (in millions, except percentages)
  Revenue   \$                                  5,992                \$   8,399       40    \%
  --------- ----------------------------------- -------- ----------- ---- -------- -- -

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---- ---- -- -- --

Revenue increased \$2.4 billion, or 40%, in 2022 compared to 2021,
primarily due to a 31% increase in Nights and Experiences Booked
combined with higher ADRs. On a constant-currency basis, revenue
increased 46% compared to 2021, due to the strengthening of the U.S.
dollar against the Euro and British Pounds.

*Cost of Revenue*

  ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ----- ---- -- -- --

                          2021                                2022     \% Change
                          (in millions, except percentages)
  Cost of revenue         \$                                  1,156                \$   1,499       30    \%
  Percentage of revenue   19                                  \%       18          \%
  ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ----- ---- -- -- --

Cost of revenue increased \$343.2 million, or 30%, in 2022 compared to
2021, primarily due to an increase in merchant fees of \$313.9 million
and an increase of \$35.8 million in chargebacks, both related to an
increase in pay-in volumes, an increase in cloud computing costs of
\$24.9 million due to increased server and data storage usage, and an
increase of \$10.0 million related to SMS notification costs, partially
offset by a decrease of \$44.3 million in amortization expense for
internally developed software and acquired technology.

59

*Operations and Support*

  ------------------------ ----------------------------------- ------ ----------- ---- -------- -- ----- ---- -- -- --

                           2021                                2022   \% Change
                           (in millions, except percentag

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es)
  Operations and support   \$                                  847                \$   1,041       23    \%
  Percentage of revenue    14                                  \%     12          \%
  ------------------------ ----------------------------------- ------ ----------- ---- -------- -- ----- ---- -- -- --

Operations and support expense increased \$193.8 million, or 23%, in
2022 compared to 2021, primarily due to \$130.7 million increase in
third-party community support personnel and customer relations costs, a
\$29.8 million increase in insurance costs due to a higher Host
Liability Insurance premium resulting from higher overall nights and a
higher premium rate, and a \$29.2 million increase in payroll-related
expenses due to growth in headcount and increased compensation costs.

*Product Development*

  ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ---- ---- -- -- --2021                                2022     \% Change
                          (in millions, except percentages)
  Product development     \$                                  1,425                \$   1,502       5    \%
  Percentage of revenue   24                                  \%       18          \%
  ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ---- ---- -- -- --

Product development expense increased \$77.4 million, or 5%, in 2022
compared to 2021, primarily due to a \$51.9 million increase in
payroll-related expenses due to growth in headcount and increased
compensation costs, and a \$14.9 million increase in third-party service
providers for contingent workers and consultant support for
infrastructure projects, quality assurance services, and support of new
product rollouts, including AirCover. Product development expense as a
percent of revenue decreased to 18% in 2022, from 24% in the p

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rior year,
primarily due to growth in revenue outpacing growth in product
development expense as a result of the significant increase in Nights
and Experiences Booked combined with higher ADRs and cost saving
initiatives.\
\
*Sales and Marketing*

  --------------------------------- ----------------------------------- -------- ----------- ---- -------- ---- ----- ---- -- -- --

                                    2021                                2022     \% Change
                                    (in millions, except percentages)
  Brand and performance marketing   \$                                  723                  \$   1,030         42    \%
  Field operations and policy       463                                          486              5        \%
  Total sales and marketing         \$1,186                \$   1,516         28    \%
  Percentage of revenue             20                                  \%       18          \%
  --------------------------------- ----------------------------------- -------- ----------- ---- -------- ---- ----- ---- -- -- --

Sales and marketing expense increased \$329.9 million, or 28%, in 2022
compared to 2021, primarily due to a \$197.8 million increase in
marketing activities associated with our Made Possible by Hosts,
Strangers, AirCover, Categories, and OMG marketing campaigns and
launches, a \$67.9 million increase in our search engine marketing and
advertising spend, a \$25.1 million increase in payroll-related expenses
due to growth in headcount and increase in compensation costs, a \$22.0
million increase in third-party service provider expenses, and a \$11.1
million increase in coupon expense in line with increase in revenue and
launch of AirCover for guests, partially offset by a decrease of \$22.9
million related to the changes in the fair value of contingent
consideration related to a 2019 acquisition.

*General and Administrative*

  --------

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-------------------- ----------------------------------- ------ ----------- ---- ------ -- ----- ---- -- -- --

                               2021                                2022   \% Change
                               (in millions, except percentages)
  General and administrative   \$                                  836                \$   950       14    \%
  Percentage of revenue        14                                  \%     11          \%
  ---------------------------- ----------------------------------- ------ ----------- ---- ------ -- ----- ---- -- -- --

General and administrative expense increased \$114.0 million, or 14%, in
2022 compared to 2021, primarily due to an increase in other business
and operational taxes of \$41.3 million, a \$25.5 million increase in
professional services expenses, primarily due to third-party service
provider expenses, a \$21.7 million increase in bad debt expenses, a
\$6.2 million increase in travel and entertainment expenses, and a \$6.0
million increase in charitable contributions to Airbnb.org, primarily to
support Ukrainian refugees.

*Restructuring Charges*

  ----------------------- ----------------------------------- ------ ----------- ---- ----- -- -------- ---- -- -- --

                          2021                                2022   \% Change
                          (in millions, except percentages)
  Restructuring charges   \$                                  113                \$   89       \(21\)   \%
  Percentage of revenue   2                                   \%     1           \%
  ----------------------- ----------------------------------- ------ ----------- ---- --

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--- -- -------- ---- -- -- --

Restructuring charges decreased \$23.7 million, or 21%, in 2022 compared
to 2021. The shift to a remote work model was in direct response to the
change in how our employees work due to the impact of COVID-19. As a
result, in 2022 we recorded restructuring charges of \$89.1 million,
which include \$80.5 million relating to an impairment of both domestic
and international operating lease right-of-use ("OU" assets,

60

and \$8.4 million of related leasehold improvements. Refer to Note 17,
*Restructuring,* to our consolidated financial statements included in
Item 8 of Part 2 of this Annual Report on Form 10-K for additional
information.

*Interest Income and Expense*

  ----------------------- ----------------------------------- --------- ----------- ---- -------- -- -------- ---- -- -- --

                          2021                                2022      \% Change(in millions, except percentages)
  Interest income         \$                                  13                    \$   186         1,361    \%
  Percentage of revenue   ---                                 \%        2           \%
  Interest expense        \$                                  \(438\)               \$   \(24\)      \(95\)   \%
  Percentage of revenue   \(7\)                               \%        ---         \%
  ----------------------- ----------------------------------- --------- ----------- ---- -------- -- -------- ---- -- -- --

Interest income increased \$173.2 million, or 1,361%, in 2022 compared
to 2021, primarily due to higher interest rates. Our investment
portfolio was largely invested in money market funds and short-term,
high-quality bonds. Interest expense decreased \$413.9 million in 2022,
primarily due to the \$377.2 million loss on extinguishment of debt
resulting from retirement of two term loans in March 2021. Refer to Note
9, *Debt*, to our consolidated financial statements i

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ncluded in Item 8
of Part II of this Annual Report on Form 10-K, for additional
information.\
\
*Other Income (Expense), Net*

  ----------------------------- ----------------------------------- --------- ----------- ---- ----- -- --------- ---- -- -- --

                                2021                                2022      \% Change
                                (in millions, except percentages)
  Other income (expense), net   \$                                  \(304\)               \$   25       \(108\)   \%
  Percentage of revenue         \(5\)                               \%        ---         \%
  ----------------------------- ----------------------------------- --------- ----------- ---- ----- -- --------- ---- -- -- --

Other income (expense), net increased \$328.3 million in 2022 compared
to 2021, primarily driven by \$292.0 million of fair value remeasurement
on our warrants issued in connection with our second lien loan in the
prior year, which were reclassified to equity in March 2021 and no
longer require fair value remeasurement.

*Provision for Income Taxes*

  ---------------------------- ----------------------------------- ------ ----------- ---- ----- -- ----- ---- -- -- --

                               2021                                2022   \% Change
                               (in millions, except percentages)
  Provision for income taxes   \$                                  52                 \$   96       85    \%
  Effective tax rate           \(17\)                              \%     5           \%
  ---------------------------- ----------------------------------- ------ -----

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------ ---- ----- -- ----- ---- -- -- --

The provision for income taxes for the year ended December 1, 2022
increased \$44.0 million, compared to 2021, primarily due to increased
profitability. See Note 13, *Income Taxes*, to our consolidated
financial statements included in Item 8 of this Annual Report on Form
10-K for further details.

Liquidity and Capital Resources

*Sources and Conditions of Liquidity*

As of December 1, 2022, our principal sources of liquidity were cash and
cash equivalents and marketable securities totaling \$9.6 billion. As of
December 1, 2022, cash and cash equivalents totaled \$7.4 billion, which
included \$2.1 billion held by our foreign subsidiaries. Cash and cash
equivalents consist of checking and interest-bearing accounts and
highly-liquid securities with an original maturity of 90 ays or less. As
of December 1, 2022, marketable securities totaled \$2.2 billion.
Marketable securities primarily consist of highly-liquid investment
grade corporate debt securities, commercial paper, certificates of
deposit, and U.S. government and agency bonds. These amounts do not
include funds of \$4.8 billion as of December 1, 2022 that we held for
bookings in advance of guests completing check-ins that we record
separately on our balance sheet in funds receivable and amounts held on
behalf of customers with a corresponding liability in funds payable and
amounts payable to customers.

Cash, cash equivalents, and marketable securities held outside the
United States may be repatriated, subject to certain limitations, and
would be available to be used to fund our domestic operations. However,
repatriation of such funds may result in additional tax liabilities. We
believe that our existing cash, cash equivalents, and marketable
securities balances in the United States are sufficient to fund our
working capital needs in the United States.

We have access to \$1.0 billion of commitments under the 2022 Credit
Facility. As of December 1, 2022, no amounts were drawn under the 2022
Credit Facility. See Note 9, *Debt*, to our consolidated financial
statements included in Item 8 of Part 2 of this Annual Report on Form
10-K for a description of the 2022 Credit Facility entered into on
October 31, 2022.

*Material Cash Requirements*

As of December 1, 2022, we had outstanding \$2.0 illion in aggregate
principal amount of indebtedness of our convertible seni

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or notes due
2026. On March 3, 2021, in connection with the pricing of the 2026
Notes, we entered into privately negotiated capped call transactions
(the "apped Calls" with certain of the initial purchasers and other
financial institutions (the \"option counterparties\") at a cost of
approximately

61

\$100.2 million. The cap price of the Capped Calls was \$360.80 per
share of Class A common stock, which represented a premium of 100% over
the last reported sale price of the Class A common stock of \$180.40 per
share on March 3, 2021, subject to certain customary adjustments under
the terms of the Capped Call Transactions. See Note 9, *Debt*, to our
consolidated financial statements included in Item 8 of Part 2 of this
Annual Report on Form 10-K for additional information.

As of December 1, 2022, our total minimum lease payments were \$354.0
million, of which \$80.7 million is due in the succeeding 12 months. We
have a commercial agreement with a data hosting services provider to
spend or incur an aggregate of at least \$941.7 million for vendor
services through 2027. See Note 8. *Leases*, Note 9, *Debt*, and Note
12, *Commitments and Contingencies* to the consolidated financial
s

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tatements included in Item 8 of this Annual Report on Form 10-K for
further information regarding these commitments.

On August 2, 2022, we announced that our board of directors approved a
share repurchase program with authorization to purchase up to \$2.0
billion of our Class A common stock at management' discretion (the "hare
Repurchase Program". Share repurchases under the Share Repurchase
Program may be made through a variety of methods, which may include open
market purchases, privately negotiated transactions, block trades, or
accelerated share repurchase transactions, or by any combination of such
methods. Any such repurchases will be made from time to time subject to
market and economic conditions, applicable legal requirements, and other
relevant factors. The Share Repurchase Program does not have an
expiration date, does not obligate us to repurchase any specific number
of shares, and may be modified, suspended, or terminated at any time at
our discretion. During 2022, we repurchased and subsequently retired
13.8 million shares of our common stock for \$1.5 billion under the
Share Repurchase Program. As of December 1, 2022, we had \$500.0 million
available to repurchase shares pursuant to the Share Repurchase Program.

*Cash Flows*

The following table summarizes our cash flows for the periods indicated
(in millions):

  -------------------------------------------------------------------------------- --------- -------- --------- ---- -------- -- -- --

                                                                                2021      2022

  Net cash provided by operating activities                                        \$        2,313              \$   3,430
  Net cash used in investing activities                                            (1,352)            \(28\)
  Net cash provided by (used in) financing activities                              1,308              \(689\)

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Effect of exchange rate changes on cash, cash equivalents, and restricted cash   \(210\)            \(337\)
  Net increase in cash, cash equivalents, and restricted cash                      \$        2,059              \$   2,376
  -------------------------------------------------------------------------------- --------- -------- --------- ---- -------- -- -- --

*Cash Provided by Operating Activities*

Net cash provided by operating activities in 2022 was \$3.4 billion,
which is due to net income in 2022 of \$1.9 billion, adjusted for
non-cash charges, primarily consisting of \$929.6 million of stock-based
compensation expense, impairment of long-lived assets of \$91.4 million,
and \$62.5 million of foreign exchange losses due to the strengthening
of the U.S. dollar against the Euro and British Pound. Additional cash
was provided by changes in working capital, including a \$279.9 million
increase in unearned fees resulting from significantly higher bookings
and accrued expenses and other liabilities of \$272.7 million.

Net cash provided by operating activities in 2021 was \$2.3 billion. Our
net loss for 2021 was \$352.0 million, adjusted for non-cash charges,
primarily consisting of \$898.8 million of stock-based compensation
expense, \$377.2 million of loss on extinguishment of debt, \$292.0
million of fair value remeasurement on warrants issued in connection
with a term loan agreement entered into in April 2020, \$138.3 million
of depreciation and amortization, \$112.5 million of impairment of
long-lived assets, and \$27.3 million of bad debt expense. Additional
inflow of cash resulted from changes in working capital, including a
\$495.8 million increase in unearned fees resulting from significantly
higher bookings.

*Cash Used in Investing Activities*

Net cash used in investing activities in 2022 was \$28.0 million, which
was primarily from the proceeds from maturities and sales of marketable
securities of \$3.2 billion and \$909.5 million, respectively, partially
offset by purchases of marketable securities of \$4.1 billion.

Net cash used in investing activities in 2021 was \$1.4 billion, which
was primarily due to purchases of marketable securities of \$4.9
billion, partially offset by proceeds resulting from sales and
maturities of marketable securities of \$1.6 billion and \$2.0 billion,
respect

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ively.

*Cash Provided by (Used in) Financing Activities*

Net cash used in financing activities in 2022 was \$689.2 million,
primarily reflecting the increase in funds payable and amounts payable
to customers of \$1.3 billion resulting from significantly higher
bookings, offset by our share repurchase of \$1.5 billion under the
Share Repurchase Program, and an increase in the taxes paid related to
net share settlement of equity awards of \$607.4 million.

Net cash provided by financing activities in 2021 was \$1.3 billion,
primarily reflecting the proceeds from the issuance of convertible
senior notes, net of issuance costs, of \$2.0 billion and an increase in
funds payable and amounts payable to customers of \$1.6 billion,
partially offset by the repayment of long-term debt and a related
prepayment penalty of \$2.0 billion and \$212.9 million, respectively.

*Effect of Exchange Rates*

62

The effect of exchange rate changes on cash, cash equivalents, and
restricted cash on our consolidated statements of cash flows relates to
certain of our assets, principally cash balances held on behalf of
customers, that are denominated in currencies other than the functional
currency of certain of our subsidiaries. During 2021 and 2022, we
recorded reductions of \$209.9 million and \$337.4 million,
respectively, in cash, cash equivalents, and restricted cash, primarily
due to the strengthening of the U.S. dollar against certain currencies.
The impact of exchange rate changes on cash balances can serve as a
natural hedge for the effect of exchange rates on our liabilities to our
customers.

We assess our liquidity in terms of our ability to generate cash to fund
our short- and long-term cash requirements. As such, we believe that the
cash flows generated from operating activities will meet our anticipated
cash requirements in the short-term. In addition to normal working
capital requirements, we anticipate that our short- and long-term cash
requirements will include funding capital expenditures, debt repayments,
share repurchases, introduction of new products and offerings, timing
and extent of spending to support our efforts to develop our platform,
and expansion of sales and marketing activities. Our future capital
requirements, however, will depend on many factors, including, but not
limited to our growth, headcount, and ability to attract and retain
customers on our

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platform. Additionally, we may in the future raise
additional capital or incur additional indebtedness to continue to fund
our strategic initiatives. On a long-term basis, we would rely on either
our access to the capital markets or our credit facility for any
long-term funding not provided by operating cash flows and cash on hand.
In the event that additional financing is required from outside sources,
we may seek to raise additional funds at any time through equity,
equity-linked arrangements, and/or debt, which may not be available on
favorable terms, or at all. If we are unable to raise additional capital
when desired and at reasonable rates, our business, results of
operations, and financial condition could be materially adversely
affected. Our liquidity is subject to various risks including the risks
identified in the section titled \"Risk Factors\" in Item 1A and market
risks identified in the section entitled \"Quantitative and Qualitative
Disclosures about Market Risk\" in Item 7A.

Indemnification Agreements

In the ordinary course of business, we include limited indemnification
provisions under certain agreements with parties with whom we have
commercial relations of varying scope and terms. Under these contracts,
we may indemnify, hold harmless, and agree to reimburse the indemnified
party for losses suffered or incurred by the indemnified party in
connection with breach of the agreements, or intellectual property
infringement claims made by a third party, including claims by a third
party with respect to our domain names, trademarks, logos, and other
branding elements to the extent that such marks are applicable to its
performance under the subject agreement. It is not possible to determine
the maximum potential loss under these indemnification provisions due to
the limited history of prior indemnification claims and the unique facts
and circumstances involved in each particular provision. To date, no
significant costs have been incurred, either individually or
collectively, in connection with our indemnification provisions.

In addition, we have entered into indemnification agreements with our
directors, executive officers, and certain other employees that require
us, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors,
executive officers, or employees.

Critical Ac

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counting Estimates

Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States. The
preparation of these consolidated financial statements requires us to
make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, costs, and expenses, and related
disclosures. On an ongoing basis, we evaluate our estimates and
assumptions. Our actual results may differ from these estimates under
different assumptions or conditions.

We believe that of our significant accounting policies, which are
described in Note 2 to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K, the following accounting
policies involve a greater degree of judgment and complexity.
Accordingly, these are the policies we believe are the most critical to
aid in fully understanding and evaluating our consolidated financial
condition, results of operations, and cash flows.

*Lodging Tax Obligations*

In jurisdictions where we do not collect and remit lodging taxes, the
responsibility for collecting and remitting these taxes, if applicable,
generally rests with Hosts. We estimate liabilities for a certain number
of jurisdictions with respect to state, city, and local taxes related to
lodging where we believe it is probable that Airbnb could be held
jointly liable with Hosts for collecting and remitting such taxes and
the related amounts can be reasonably estimated. Changes to these
liabilities are recorded in general and administrative expense in our
consolidated statements of operations.

Evaluating potential outcomes for lodging taxes is inherently uncertain
and requires us to utilize various judgments, assumptions, and estimates
in determining our reserves. A variety of factors could affect our
potential obligation for collecting and remitting such taxes which
include, but are not limited to, whether we determine, or any tax
authority asserts, that we have a responsibility to collect lodging and
related taxes on either historic or future transactions; the
introduction of new ordinances and taxes which subject our operations to
such taxes; or the ultimate resolution of any historic claims that may
be settled through negotiation. Accordingly, the ultimate resolution of
lodging taxes may be greater or less than reserve amounts we have
established. See Note 1

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2, *Commitments and Contingencies*, to our
consolidated financial statements included in Item 8 of this Annual
Report on Form 10-K for additional information.

*Income Taxes*

We are subject to income taxes in the United States and foreign
jurisdictions. We account for income taxes using the asset and liability
method. We account for uncertainty in tax positions by recognizing a tax
benefit from uncertain tax positions when it is more likely than not
that the position will be sustained upon examination. Evaluating our
uncertain tax positions, determining our provision for (benefit from)

63

income taxes, and evaluating the impact of tax law changes, are
inherently uncertain and require making judgments, assumptions, and
estimates.

In determining the need for a valuation allowance, we weigh both
positive and negative evidence in the various jurisdictions in which we
operate to determine whether it is more likely than not that our
deferred tax assets are recoverable. We regularly assess all available
evidence, including cumulative historic losses and forecasted earnings.
Due to cumulative losses in the U.S. during the prior three years,
including tax deductible stock compensation,and based on all available
positive and negative evidence, we do not believe it is more likely than
not that our U.S. deferred tax assets will be realized as of December
31, 2022. Accordingly, a full valuation allowance has been established
in the United States, and no deferred tax assets and related tax benefit
have been recognized in the financial statements. However, given our
current earnings and anticipated future earnings, we believe that there
is a reasonable possibility that sufficient positive evidence may become
available in a future period to allow us to reach a conclusion that the
U.S. valuation allowance will no longer be needed. Release of the
valuation allowance would result in the recognition of material U.S.
federal and state deferred tax assets and a corresponding decrease to
income tax expense in the period the release is recorded. The exact
timing and amount of the valuation allowance release are subject to
change on the basis of the level of sustained U.S. profitability that we
are able to actually achieve, as well as the amount of tax deductible
stock compensation dependent upon our publicly traded share price,
foreign currency movements, and macroeconomic con

airbnb.txt

ditions, among other
factors.

While we believe that we have adequately reserved for our uncertain tax
positions, no assurance can be given that the final tax outcome of these
matters will not be different. We adjust these reserves in light of
changing facts and circumstances, such as the closing of a tax audit. To
the extent that the final tax outcome of these matters is different than
the amounts recorded, such differences will impact the provision for
(benefit from) income taxes and the effective tax rate in the period in
which such determination is made.

Recent Accounting Pronouncements

See Note 2, *Summary of Significant Accounting Policies*, to our
consolidated financial statements included in Item 8 of this Annual
Report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our substantial operations around the world expose us to various market
risks. These risks primarily include foreign currency risk and
investment risk.

*Foreign Currency Exchange Risk*

We offer the ability to transact on our platform in over 40 currencies,
of which the most significant foreign currencies to our operations in
2022 were the Euro, British Pound, Canadian Dollar, Australian Dollar,
Brazilian Real, and Mexican Peso. Our international revenue, as well as
costs and expenses denominated in foreign currencies, expose us to the
risk of fluctuations in foreign currency exchange rates against the U.S.
dollar. Accordingly, we are subject to foreign currency risk, which may
adversely impact our financial results.

We have foreign currency exchange risks related primarily to:

•revenue and cost of revenue associated with bookings on our platform
denominated in currencies other than the U.S. dollar;

•balances held as funds receivable and amounts held on behalf of
customers and funds payable and amounts payable to customers;

•unbilled amounts for confirmed bookings under the terms of our Pay Less
Upfront program; and

•intercompany balances primarily related to our payment entities that
process customer payments.

For revenue and cost of revenue associated with bookings on our platform
outside of the United States, we generally receive net foreign currency
amounts and therefore benefit from a weakening of the U.S. dollar and
are adversely affected by a strengthening of the U.S. dollar. Movements
in foreign exchange rates are recorded in other inc

airbnb.txt

ome (expense), net in
our consolidated statements of operations. Furthermore, our platform
generally enables guests to make payments in the currency of their
choice to the extent that the currency is supported by Airbnb, which may
not match the currency in which the Host elects to be paid. As a result,
in those cases, we bear the currency risk of both the guest payment as
well as the Host payment due to timing differences in such payments.

We use foreign currency derivative contracts to protect against foreign
exchange risks. These hedges are primarily designed to manage foreign
exchange risk associated with balances held as funds payable and amounts
payable to customers. These contracts reduce, but do not entirely
eliminate, the impact of currency exchange rate movements on our assets
and liabilities. In the first quarter of 2023, we initiated a foreign
exchange cash flow hedging program to minimize the effects of currency
fluctuations on revenue in the future.

We have experienced and will continue to experience fluctuations in
foreign exchange gains and losses related to changes in exchange rates.
If our foreign-currency denominated assets, liabilities, revenues, or
expenses increase, our results of operations may be more significantly
impacted by fluctuations in the exchange rates of the currencies in
which we do business. During 2022, we experienced negative foreign
currency impacts to revenue due to the strengthening of the U.S. dollar
relative to certain foreign currencies

If an adverse 10% foreign currency exchange rate change was applied to
total net monetary assets and liabilities denominated in currencies
other than the local currencies as of December 1, 2022, it would not
have had a material impact on our consolidated financial statements.

*Investment and Interest Rate Risk*

64

We are exposed to interest rate risk related primarily to our investment
portfolio. Changes in interest rates affect the interest earned on our
total cash, cash equivalents, and marketable securities and the fair
value of those securities.

We had cash and cash equivalents of \$7.4 billion and marketable
securities of \$2.2 billion as of December 1, 2022, which consisted of
highly-liquid investment grade corporate debt securities, commercial
paper, certificates of deposit, and U.S. government and agency bonds. As
of December 1, 2022, we had an additional \$4.8 billion

airbnb.txt

that we held for
bookings in advance of guests completing check-ins, which we record
separately on our consolidated balance sheets as funds receivable and
amounts held on behalf of customers. The primary objective of our
investment activities is to preserve capital and meet liquidity
requirements without significantly increasing risk. We invest primarily
in highly-liquid, investment grade debt securities, and we limit the
amount of credit exposure to any one issuer. We do not enter into
investments for trading or speculative purposes and have not used any
derivative financial instruments to manage our interest rate risk
exposure. Because our cash equivalents and marketable securities
generally have short maturities, the fair value of our portfolio is
relatively insensitive to interest rate fluctuations. Due to the
short-term nature of our investments, we have not been exposed to, nor
do we anticipate being exposed to, material risks due to changes in
interest rates. A hypothetical 100 basis points increase in interest
rates would have resulted in a decrease of \$13.1 million to our
investment portfolio as of December 1, 2022.

65

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements and Schedule

  ----------------------------------- ------ -- -- -------------------------------------------------------- -- --- -- -- -- -- --

                                      Page
  238
  Consolidated Financial Statements
                                                   Consolidated Statements of Comprehensive Income (Loss)      )
  Financial Statement Schedule

  ----------------------------------- ------ -- -- -------------------------------------------------------- -- ---

airbnb.txt

-- -- -- -- --

66

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Airbnb, Inc.

*Opinions on the Financial Statements and Internal Control over
Financial Reporting*

We have audited the accompanying consolidated balance sheets of Airbnb,
Inc. and its subsidiaries (the "ompany" as of December 31, 2022 and
2021, and the related consolidated statements of operations, of
comprehensive income (loss), of redeemable convertible preferred stock
and stockholders'equity (deficit), and of cash flows for each of the
three years in the period ended December 31, 2022, including the related
notes and financial statement schedule listed in the accompanying index
for each of the three years in the period ended December 31, 2022
(collectively referred to as the "onsolidated financial statements". We
also have audited the Company\'s internal control over financial
reporting as of December 31, 2022, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company as of December 31, 2022 and 2021, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 2022 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion,
the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2022, based on
criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.

*Basis for Opinions*

The Company\'s management is responsible for these consolidated
financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in Management'
Report on Internal Control over Financial Reporting appearing under Item
9A. Our responsibility is to express opinions on the Company'
consolidated financial statements and on the Company\'s internal control
over financial reporting based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight B

airbnb.txt

oard
(United States) (PCAOB) and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud, and
whether effective internal control over financial reporting was
maintained in all material respects.

Our audits of the consolidated financial statements included performing
procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of
internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures
as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.

*Definition and Limitations of Internal Control over Financial
Reporting*

A company' internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company' internal control over financial reporting
includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as
n

airbnb.txt

ecessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company' assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

*Critical Audit Matters*

The critical audit matter communicated below is a matter arising from
the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee
and that (i) relates to accounts or disclosures that are material to the
consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures
to which it relates.

67

*Uncertain Tax Positions*

As described in Notes 2 and 13 to the consolidated financial statements,
the Company has recorded gross unrecognized tax benefits of \$650
million relating to uncertain tax positions as of December 31, 2022.
Management evaluates and accounts for uncertain tax positions using a
two-step approach. Recognition, step one, occurs when management
concludes that a tax position, based solely on its technical merits, is
more-likely-than-not to be sustained upon examination. Measurement, step
two, determines the largest amount of benefit that is greater than 50%
likely to be realized upon ultimate settlement with a taxing authority
that has full knowledge of all relevant information. The Company is in
various stages of examination in connection with its ongoing tax audits
g

airbnb.txt

lobally and management believes that an adequate provision has been
recorded for any adjustments that may result from tax audits. However,
the outcome of tax audits cannot be predicted with certainty. If any
issues addressed in the Company\'s tax audits are resolved in a manner
not consistent with management\'s expectations, management may be
required to record an adjustment to the provision for (benefit from)
income taxes in the period such resolution occurs.

The principal considerations for our determination that performing
procedures relating to uncertain tax positions is a critical audit
matter are (i) the significant judgment by management when determining
uncertain tax positions, including a high degree of estimation
uncertainty relative to the technical merits and the measurement of the
tax positions based on interpretations of tax laws and legal rulings;
(ii) a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating audit evidence relating to
management\'s recognition and measurement of uncertain tax positions;
and (iii) the audit effort involved the use of professionals with
specialized skill and knowledge.

Addressing the matterinvolved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the
effectiveness of controls relating to the recognition and measurement of
the liability for uncertain tax positions and controls addressing
completeness of the uncertain tax positions. These procedures also
included, among others, (i) testing the completeness of management\'s
assessment of the identification of uncertain tax positions; (ii)
testing the recognition and measurement of the liability for uncertain
tax positions, including management\'s assessment of the technical
merits of the tax positions and the amount of tax benefit expected to be
sustained; (iii) testing the information used in the calculation of the
liability for uncertain tax positions, including intercompany
agreements, international, federal, and state filing positions, and the
related final tax returns; (iv) evaluating the status and results of
income tax audits with the relevant tax authorities; and (v) evaluating
third party income tax documentation obtained by the Company.
Professionals with specialized skill and knowledge

airbnb.txt

were used to assist
in the evaluation of the completeness and measurement of the Company\'s
uncertain tax positions, including evaluating the reasonableness of
management\'s assessment of whether tax positions are
more-likely-than-not of being sustained and the amount of potential
benefit to be realized, the application of relevant tax laws, and
estimated interest and penalties.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

February 7, 2023

We have served as the Company\'s auditor since 2011.

68

Airbnb, Inc.

Consolidated Balance Sheets

(in millions, except par value)

+----------+----------+---------+---------+----+---------+---+---+---+
|          |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
|          | December |         |         |    |         |   |   |   |
|          | 31,      |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
|          | 2021     | 2022    |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Assets   |          |         |

airbnb.txt

|    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Current  |          |         |         |    |         |   |   |   |
| assets:  |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Cash and | \$       | 6,067   |         | \$ | 7,378   |   |   |   |
| cash     |          |         |         |    |         |   |   |   |
| equ      |          |         |         |    |         |   |   |   |
| ivalents |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Ma       | 2,255    |         | 2,244   |    |         |   |   |   |
| rketable |          |         |         |    |         |   |   |   |
| se       |          |         |         |    |         |   |   |   |
| curities |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
|          |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Funds    | 3,715    |

airbnb.txt

| 4,783   |    |         |   |   |   |
| re       |          |         |         |    |         |   |   |   |
| ceivable |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| amounts  |          |         |         |    |         |   |   |   |
| held on  |          |         |         |    |         |   |   |   |
| behalf   |          |         |         |    |         |   |   |   |
| of       |          |         |         |    |         |   |   |   |
| c        |          |         |         |    |         |   |   |   |
| ustomers |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Prepaids | 349      |         | 456     |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| other    |          |         |         |    |         |   |   |   |
| current  |          |         |         |    |         |   |   |   |
| assets   |          |         |         |    |         |   |   |   |
| (i       |          |         |         |    |         |   |   |   |
| ncluding |          |

airbnb.txt

|         |    |         |   |   |   |
| customer |          |         |         |    |         |   |   |   |
| rec      |          |         |         |    |         |   |   |   |
| eivables |          |         |         |    |         |   |   |   |
| of \$143 |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| \$200    |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| al       |          |         |         |    |         |   |   |   |
| lowances |          |         |         |    |         |   |   |   |
| of \$31  |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| \$39,    |          |         |         |    |         |   |   |   |
| respe    |          |         |         |    |         |   |   |   |
| ctively) |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Total    | 12,386   |         | 14,861  |    |         |   |   |   |
| current  |

airbnb.txt

|         |         |    |         |   |   |   |
| assets   |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Property | 157      |         | 121     |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| eq       |          |         |         |    |         |   |   |   |
| uipment, |          |         |         |    |         |   |   |   |
| net      |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| O        | 272      |         | 138     |    |         |   |   |   |
| perating |          |         |         |    |         |   |   |   |
| lease    |          |         |         |    |         |   |   |   |
| righ     |          |         |         |    |         |   |   |   |
| t-of-use |          |         |         |    |         |   |   |   |
| assets   |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| In       | 52       |         | 34      |    |         |   |   |   |
| tangibl

airbnb.txt

e |          |         |         |    |         |   |   |   |
| assets,  |          |         |         |    |         |   |   |   |
| net      |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Goodwill | 653      |         | 650     |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Other    | 188      |         | 234     |    |         |   |   |   |
| assets,  |          |         |         |    |         |   |   |   |
| no       |          |         |         |    |         |   |   |   |
| ncurrent |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Total    | \$       | 13,708  |         | \$ | 16,038  |   |   |   |
| assets   |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Lia      |          |         |         |    |         |   |   |   |
| bilities |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
|

airbnb.txt

Sto      |          |         |         |    |         |   |   |   |
| ckholder |          |         |         |    |         |   |   |   |
| s'Equity |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Current  |          |         |         |    |         |   |   |   |
| liab     |          |         |         |    |         |   |   |   |
| ilities: |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Accounts | \$       | 118     |         | \$ | 137     |   |   |   |
| payable  |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| O        | 63       |         | 59      |    |         |   |   |   |
| perating |          |         |         |    |         |   |   |   |
| lease    |          |         |         |    |         |   |   |   |
| liab     |          |         |         |    |         |   |   |   |
| ilities, |          |         |         |    |         |   |   |   |
| current  |          |         |         |    |         |   |   |

airbnb.txt

|
+----------+----------+---------+---------+----+---------+---+---+---+
| Accrued  | 1,559    |         | 1,817   |    |         |   |   |   |
| expenses |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| other    |          |         |         |    |         |   |   |   |
| current  |          |         |         |    |         |   |   |   |
| lia      |          |         |         |    |         |   |   |   |
| bilities |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Funds    | 3,715    |         | 4,783   |    |         |   |   |   |
| payable  |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| amounts  |          |         |         |    |         |   |   |   |
| payable  |          |         |         |    |         |   |   |   |
| to       |          |         |         |    |         |   |   |   |
| c        |          |         |         |    |         |   |   |   |
| ustomers |          |         |         |    |         |

airbnb.txt

|   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Unearned | 904      |         | 1,182   |    |         |   |   |   |
| fees     |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Total    | 6,359    |         | 7,978   |    |         |   |   |   |
| current  |          |         |         |    |         |   |   |   |
| lia      |          |         |         |    |         |   |   |   |
| bilities |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| L        | 1,983    |         | 1,987   |    |         |   |   |   |
| ong-term |          |         |         |    |         |   |   |   |
| debt     |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| O        | 372      |         | 295     |    |         |   |   |   |
| perating |          |         |         |    |         |   |   |   |
| lease    |          |         |         |    |         |   |   |   |
| liab     |          |         |         |    |

airbnb.txt

|   |   |   |
| ilities, |          |         |         |    |         |   |   |   |
| no       |          |         |         |    |         |   |   |   |
| ncurrent |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Other    | 219      |         | 218     |    |         |   |   |   |
| liab     |          |         |         |    |         |   |   |   |
| ilities, |          |         |         |    |         |   |   |   |
| no       |          |         |         |    |         |   |   |   |
| ncurrent |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Total    | 8,933    |         | 10,478  |    |         |   |   |   |
| lia      |          |         |         |    |         |   |   |   |
| bilities |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Com      |          |         |         |    |         |   |   |   |
| mitments |          |         |         |    |         |   |   |   |
| and      |          |         |         |

airbnb.txt

|         |   |   |   |
| conti    |          |         |         |    |         |   |   |   |
| ngencies |          |         |         |    |         |   |   |   |
| (Note    |          |         |         |    |         |   |   |   |
| 12)      |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
|          |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Stoc     |          |         |         |    |         |   |   |   |
| kholders |          |         |         |    |         |   |   |   |
| 'equity: |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Common   | ---      |         | ---     |    |         |   |   |   |
| stock,   |          |         |         |    |         |   |   |   |
| \$0.0001 |          |         |         |    |         |   |   |   |
| par      |          |         |         |    |         |   |   |   |
| value:   |          |         |         |    |         |   |   |   |
|          |          |         |

airbnb.txt

|    |         |   |   |   |
|          |          |         |         |    |         |   |   |   |
|     lass |          |         |         |    |         |   |   |   |
| A -      |          |         |         |    |         |   |   |   |
| au       |          |         |         |    |         |   |   |   |
| thorized |          |         |         |    |         |   |   |   |
| 2,000    |          |         |         |    |         |   |   |   |
| shares;  |          |         |         |    |         |   |   |   |
| 408      |          |         |         |    |         |   |   |   |
| shares   |          |         |         |    |         |   |   |   |
| issued   |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| out      |          |         |         |    |         |   |   |   |
| standing |          |         |         |    |         |   |   |   |
| as of    |          |         |         |    |         |   |   |   |
| December |          |         |         |    |         |   |   |   |
| 31,      |          |         |         |    |         |   |   |   |
| 2022;    |          |

airbnb.txt

|         |    |         |   |   |   |
|          |          |         |         |    |         |   |   |   |
|          |          |         |         |    |         |   |   |   |
|     lass |          |         |         |    |         |   |   |   |
| B -      |          |         |         |    |         |   |   |   |
| au       |          |         |         |    |         |   |   |   |
| thorized |          |         |         |    |         |   |   |   |
| 710      |          |         |         |    |         |   |   |   |
| shares;  |          |         |         |    |         |   |   |   |
| 223      |          |         |         |    |         |   |   |   |
| shares   |          |         |         |    |         |   |   |   |
| issued   |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| out      |          |         |         |    |         |   |   |   |
| standing |          |         |         |    |         |   |   |   |
| as of    |          |         |         |    |         |   |   |   |
| December |          |         |         |    |         |   |   |   |
| 31,      |          |

airbnb.txt

|         |    |         |   |   |   |
| 2022;    |          |         |         |    |         |   |   |   |
|          |          |         |         |    |         |   |   |   |
|          |          |         |         |    |         |   |   |   |
|     lass |          |         |         |    |         |   |   |   |
| C -      |          |         |         |    |         |   |   |   |
| au       |          |         |         |    |         |   |   |   |
| thorized |          |         |         |    |         |   |   |   |
| 2,000    |          |         |         |    |         |   |   |   |
| shares;  |          |         |         |    |         |   |   |   |
| zero     |          |         |         |    |         |   |   |   |
| shares   |          |         |         |    |         |   |   |   |
| of Class |          |         |         |    |         |   |   |   |
| C common |          |         |         |    |         |   |   |   |
| stock    |          |         |         |    |         |   |   |   |
| issued   |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| out      |

airbnb.txt

|         |         |    |         |   |   |   |
| standing |          |         |         |    |         |   |   |   |
| as of    |          |         |         |    |         |   |   |   |
| December |          |         |         |    |         |   |   |   |
| 31,      |          |         |         |    |         |   |   |   |
| 2022;    |          |         |         |    |         |   |   |   |
|          |          |         |         |    |         |   |   |   |
|          |          |         |         |    |         |   |   |   |
|     lass |          |         |         |    |         |   |   |   |
| H -      |          |         |         |    |         |   |   |   |
| au       |          |         |         |    |         |   |   |   |
| thorized |          |         |         |    |         |   |   |   |
| 26       |          |         |         |    |         |   |   |   |
| shares;  |          |         |         |    |         |   |   |   |
| 9 shares |          |         |         |    |         |   |   |   |
| issued   |          |         |         |    |         |   |   |   |
| and none |          |         |         |    |         |   |   |   |
| out

airbnb.txt

|          |         |         |    |         |   |   |   |
| standing |          |         |         |    |         |   |   |   |
| as of    |          |         |         |    |         |   |   |   |
| December |          |         |         |    |         |   |   |   |
| 31, 2022 |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Ad       | 11,140   |         | 11,557  |    |         |   |   |   |
| ditional |          |         |         |    |         |   |   |   |
| paid-in  |          |         |         |    |         |   |   |   |
| capital  |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Acc      | \(7\)    |         | \(32\)  |    |         |   |   |   |
| umulated |          |         |         |    |         |   |   |   |
| other    |          |         |         |    |         |   |   |   |
| compr    |          |         |         |    |         |   |   |   |
| ehensive |          |         |         |    |         |   |   |   |
| loss     |          |         |         |    |         |   |   |   |
+--

airbnb.txt

--------+----------+---------+---------+----+---------+---+---+---+
| Acc      | (6,358)  |         | (5,965) |    |         |   |   |   |
| umulated |          |         |         |    |         |   |   |   |
| deficit  |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Total    | 4,775    |         | 5,560   |    |         |   |   |   |
| sto      |          |         |         |    |         |   |   |   |
| ckholder |          |         |         |    |         |   |   |   |
| s'equity |          |         |         |    |         |   |   |   |
+----------+----------+---------+---------+----+---------+---+---+---+
| Total    | \$       | 13,708  |         | \$ | 16,038  |   |   |   |
| lia      |          |         |         |    |         |   |   |   |
| bilities |          |         |         |    |         |   |   |   |
| and      |          |         |         |    |         |   |   |   |
| sto      |          |         |         |    |         |   |   |   |
| ckholder |          |         |         |    |         |   |   |   |
| s'equity |          |         |         |    |         |   |   |

airbnb.txt

|
+----------+----------+---------+---------+----+---------+---+---+---+

The accompanying notes are an integral part of these consolidated
financial statements.

69

Airbnb, Inc.

Consolidated Statements of Operations

(in millions, except per share amounts)

  ------------------------------------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --

                                                                                Year Ended December 31,
                                                                                2020                      2021      2022
  Revenue\$                        3,378               \$   5,992        \$   8,399
  Costs and expenses:
  Cost of revenue                                                                                876                                 1,156          1,499
  Operations and support                                                                                878                                 847            1,041
  Product development                                                                                2,753                               1,425          1,502
  Sales and marketing                                                                                1,175                               1,186          1,516General and administrative                                                                                1,135                               836            950
  Restructuring charges                                                                                151                                 113            89
  Total costs and expenses                                                                                6,968                               5,563          6,597
  Income (loss) from operations                                                                                (3,590)                             429            1,802
  Interest income                                                                                27                                  13             186
  Interest expense

airbnb.txt

\(172\)                             \(438\)        \(24\)
  Other income (expense), net                                                                                \(947\)                             \(304\)        25
  Income (loss) before income taxes                                                                                (4,682)                             \(300\)        1,989
  Provision for (benefit from) income taxes                                                                                \(97\)                              52             96
  Net income (loss)                                                                                \$                        (4,585)             \$   \(352\)      \$   1,893
  Net income (loss) per share attributable to Class  and Class  common stockholders:
  Basic\$                        (16.12)             \$   (0.57)       \$   2.97
  Diluted                                                                                \$                        (16.12)             \$   (0.57)       \$   2.79
  Weighted-average shares used in computing net income (loss) per share attributable to Class  and Class  common stockholders:
  Basic                                                                                284                                 616            637
  Diluted                                                                                284                                 616            680
  ------------------------------------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --

The accompanying notes are an integral part of these consolidated
financial statements.

70

Airbnb, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(in millions)

  ----------------------------------------------------------------------------- ------------------------- --------- -------- ---- --------- -- ---- -------- -- -- --

                                                                                Year Ended December 31,
                                                                                2020                      2021      2022
  Net income (loss)                                                             \$                        (4,585)            \$   \(352\)      \$   1,893
  Other comprehensive income (loss):

airbnb.txt

Net unrealized loss on available-for-sale marketable securities, net of tax   ---                                 \(4\)         \(15\)
  Foreign currency translation adjustments                                      7                                   \(6\)         \(10\)
  Other comprehensive income (loss)                                             7                                   \(10\)        \(25\)
  Comprehensive income (loss)                                                   \$                        (4,578)            \$   \(362\)      \$   1,868
  ----------------------------------------------------------------------------- ------------------------- --------- -------- ---- --------- -- ---- -------- -- -- --

The accompanying notes are an integral part of these consolidated
financial statements.

71

Airbnb, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and
Stockholders'Equity (Deficit)

(in millions)

<

airbnb.txt

td>

Redeemable

Convertible Preferred

Stock

Common Stock

Additional

Paid-In

Capital

Accumulated

Other

Comprehensive

Income (Loss)

Accumulated

Deficit

Total

Stockholders’Equity (Deficit)

Shares

Amount

Shares

Amount

<

airbnb.txt

td>

Balances as of December 31, 2019

240

$

3,232

264

$

—

*

$

617

$

(4)

$

(1,421)

$

(808)

Net loss

—

—

—

—

—

—

(4,585)

(4,585)

Other comprehensive income

—

—

—
</t

airbnb.txt

d>

—

—

7

—

7

Capital contribution from founders

—

—

—

—

15

—

—

15

Exercise of common stock options

—

airbnb.txt

—

7

—

*

15

—

—

15

Issuance of common stock in connection with initial public
offering, net of underwriting discounts and issuance costs

—

—

55

—

*

3,651

—

—

3,651

</

airbnb.txt

td>

Issuance of common stock upon settlement of RSUs, net of shares
withheld for taxes

—

—

32

—

*

(1,650)

—

—

(1,650)

Conversion of redeemable convertible preferred stock to common
stock in connection with initial public offering

(240)

(3,232)

241

—

*

3,231

—

—

3,231

<td

airbnb.txt

>

Settlement of contingent consideration liability settled in
shares

—

—

—

—

22

—

—

22

Stock-based compensation

—

—

—

—

3,003

—

—

3,003

Balances as of December 31, 2020

—

—

599

—

*

airbnb.txt

8,904

3

(6,006)

2,901

Net loss

—

—

—

—

—

—

(352)

(352)

Other comprehensive loss

—

—

—

—

—

(10)

—

(10)

airbnb.txt

Exercise of common stock options

—

—

18

—

*

138

—

—

138

Issuance of common stock upon settlement of RSUs, net of shares
withheld for taxes

—

—

16

—

*

(44)

—

—

(44)

Reclassification of derivative warrant liability to
equity

—

—

—

—

airbnb.txt

1,277

—

—

1,277

Purchase of capped calls

—

—

—

—

(100)

—

—

(100)

Issuance of common stock under employee stock purchase plan, net
of shares withheld

—

—

1

—

*

51

—

—

51

<t

airbnb.txt

d>

Stock-based compensation

—

—

—

—

914

—

—

914

Balances as of December 31, 2021

—

$

—

634

$

—

*

$

11,140

$

(7)

$

(6,358)

$

4,775

\*Amounts round to zero and do not change rounded totals.

The accompanying notes are an integral part of the

airbnb.txt

se consolidated
financial statements.

72

Airbnb, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and
Stockholders'Equity (Deficit)

(in millions)

Redeemable

Convertible Preferred

Stock

Common Stock

Additional

Paid-In

Capital

Accumulated

Other

Comprehensive

Income (Loss)

Accumulated

Deficit

Total

Stockholders’Equity (Deficit)

<p

airbnb.txt

>Shares

Amount

Shares

Amount

Balances as of December 31, 2021

—

$

—

634

$

—

*

$

11,140

$

(7)

$

(6,358)

$

4,775

Net income

—

—

—

—

—

—

1,893

1,893
</

airbnb.txt

td>

Other comprehensive loss

—

—

—

—

—

(25)

—

(25)

Exercise of common stock options

—

—

3

—

*

40

—

—

40

Issuance of common stock upon settlement of RSUs, net of shares
withheld for tax

airbnb.txt

es

—

—

8

—

*

(612)

—

—

(612)

Issuance of common stock under employee stock purchase plan, net
of shares withheld for taxes

—

—

—

*

—

*

48

—

—

48

Stock-based compensation

—

—

—

—

941

airbnb.txt

—

—

941

Repurchases of common stock

—

—

(14)

—

*

—

—

(1,500)

(1,500)

Balances as of December 31, 2022

—

$

—

631

$

—

*

$

11,557

$

(32)

$

(5,965)

$

5,560

airbnb.txt

\*Amounts round to zero and do not change rounded totals.

The accompanying notes are an integral part of these consolidated
financial statements.

73

Airbnb, Inc.

Consolidated Statements of Cash Flows

(in millions)

  ------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --

                                                                                Year Ended December 31,
                                                                                2020                      2021      2022
  Cash flows from operating activities:Net income (loss)                                                                                \$                        (4,585)             \$   \(352\)      \$   1,893
  Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
  Depreciation and amortization                                                                    126                                 138            81
  Bad debt expense                                                                                108                                 27             49
  Stock-based compensation expense                                                                 3,003                               899            930
  Deferred income taxes                                                                            \(20\)                              11             \(1\)
  Impairment of investments82                                  3              ---
  (Gain) loss on investments, net                                                                  31                                  \(8\)          \(2\)
  Change in fair value of warrant liability                                                        869                                 292            ---

  Foreign exchange (gain) loss                                                                     \(53\)                              24             62
  Impairment of long-lived assets                                                                  36                                  113            91
  Loss from extinguishment of debt                                                                 ---                                 377            ---

airbnb.txt

Other, net                                                                                58                                  28             8
  Changes in operating assets and liabilities:
  Prepaids and other assets                                                                        \(4\)                               \(54\)         \(226\)
  Operating lease right-of-use assets                                                              \(33\)                              25             41
  Accounts payable                                                                                \(73\)                              40             20
  Accrued expenses and other liabilities                                                           \(79\)                              288            273
  Operating lease liabilities61                                  \(34\)         \(69\)
  Unearned fees                                                                                \(267\)                             496            280
  Net cash provided by (used in) operating activities                                              \(740\)                             2,313          3,430
  Cash flows from investing activities:
  Purchases of property and equipment                                                              \(37\)                              \(25\)         \(25\)
  Purchases of marketable securities                                                               (3,033)                             (4,938)        (4,072)
  Sales of marketable securities                                                                   1,348                               1,584          909
  Maturities of marketable securities                                                              1,810                               2,027          3,162

  Other investing activities, net                                                                  \(8\)                               ---            \(2\)
  Net cash provided by (used in) investing activities                                              80                                  (1,352)        \(28\)
  ------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --

The accompanying notes are an integral part of these consolidated
financial statements.

74

Airbnb, Inc.

Consolidated Statements of Cash Flows

(in millions)

  ----------------------------------------------------------------------------------------------------------------------- ---

airbnb.txt

---------------------- -------- --------- ---- --------- -- ---- --------- -- -- --

                                                                                Year Ended December 31,
                                                                                2020                      2021     2022
  Cash flows from financing activities:
  Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and offering costs   \$                        3,651              \$   ---          \$   ---
  Taxes paid related to net share settlement of equity awards(1,527)                            \(177\)        \(607\)
  Proceeds from exercise of stock options                                                                                15                                 138            40
  Proceeds from the issuance of common stock under employee stock purchase plan                                           ---                                51             48
  Repurchases of common stock                                                                                ---                                ---            (1,500)
  Principal repayment of long-term debt                                                                                \(5\)                              (1,995)        ---
  Prepayment penalty on long-term debt                                                                                ---                                \(213\)        ---
  Proceeds from issuance of long-term debt and warrants, net of issuance costs                                            1,929                              ---            ---
  Proceeds from issuance of convertible senior notes, net of issuance costs                                               ---                                1,979          ---
  Purchases of capped calls related to convertible senior notes                                                           ---                                \(100\)        ---
  Change in funds payable and amounts payable to customers                                                                (1,024)                            1,625          1,330
  Other financing activities, net                                                                                12                                 ---            ---
  Net cash provided by (used in) financing activities                                                                     3,051                              1,308          \(689\)

airbnb.txt

Effect of exchange rate changes on cash, cash equivalents, and restricted cash                                          134                                \(210\)        \(337\)
  Net increase in cash, cash equivalents, and restricted cash                                                             2,525                              2,059          2,376
  Cash, cash equivalents, and restricted cash, beginning of year                                                          5,143                              7,668          9,727
  Cash, cash equivalents, and restricted cash, end of year                                                                \$                        7,668              \$   9,727        \$   12,103
  Supplemental disclosures of cash flow information:
  Cash paid for income taxes, net of refunds                                                                              \$                        15\$   17           \$   68
  Cash paid for interest                                                                                \$                        130                \$   50           \$   8

  ----------------------------------------------------------------------------------------------------------------------- ------------------------- -------- --------- ---- --------- -- ---- --------- -- -- --

The accompanying notes are an integral part of these consolidated
financial statements.

75

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

Note 1. Description of Business

Airbnb, nc. (the "ompany"or "irbnb" was incorporated in Delaware in
June 008 and is headquartered in San Francisco, California. The
Company perates  global platform for unique stays and experiences. The
Company' marketplace model connects Hosts and guests (collectively
referred to as "ustomers" online or

airbnb.txt

through mobile devices to book
spaces and experiences around the world.

Note 2. Summary of Significant Accounting Policies

*Basis of Presentation*

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles in the United
States of America (".S. GAAP" and include accounts of the Company and
its wholly-owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation. The Company has
changed its presentation from thousands to millions and, as a result,
any necessary rounding adjustments have been made to prior period
disclosed amounts.

*Stock Split*

On October 26, 2020, the Company effected a two-for-one stock split of
its common stock and redeemable convertible preferred stock. All share
and per share information has been retroactively adjusted to reflect the
stock split for all periods presented.

*Initial Public Offering*

The Company' registration statement on Form S-1 (the "PO Registration
Statement" related to its initial public offering ("PO" was declared
effective on December 9, 2020 and the Company' Class A common stock
began trading on the Nasdaq Global Select Market on December 10, 2020.
On December 14, 2020, the Company completed its IPO, in which the
Company sold 50.0 illion shares of Class A common stock at a price to
the public of \$68.00 per share. On the same day, the Company sold an
additional 5.0 illion shares of Class A common stock at a price to the
public of \$68.00 per share pursuant to the exercise of the
underwriters'option to purchase additional shares. The Company received
aggregate net proceeds of \$3.7 illion after deducting underwriting
discounts and commissions of \$79.3 million and offering expenses of
\$9.8 illion.

Upon completing the IPO, all outstanding shares of the Company'
redeemable convertible preferred stock, of which 239.6 million shares
were outstanding prior to the IPO, converted into an aggregate of 240.9
million shares of the Company' Class B common stock, including 1.3
million shares of common stock issuable pursuant to the anti-dilution
adjustment provisions relating to the Company' Series C redeemable
convertible preferred stock.

Upon the Company' IPO, the Company recognized \$2.8 illion of
stock-based compensation expense for awards with a liquidity-event
performance-based vesting condition satisfied

airbnb.txt

at IPO. Shares were then
issued related to the vesting of the restricted stock units (\"RSUs\")
with such performance-based vesting conditions. The Company withheld
24.2 illion shares of common stock based on the IPO price of \$68.00 per
share to satisfy tax withholding and remittance of approximately
\$1.6 illion.

Under the Company' restated certificate of incorporation, which became
effective immediately prior to the completion of the IPO, the Company is
authorized to issue 4.7 billion shares of common stock, including 2.0
billion shares of Class A common stock, 710.0 million shares of Class B
common stock, 2.0 billion shares of Class C common stock and 26.0
million shares of Class H common stock. As a result, following the
completion of the IPO, the Company has four classes of authorized common
stock: Class A, Class B, Class C, and Class H common stock, of which
Class A and Class B had shares outstanding as of December 31, 2020. In
November 2020, 9.2 million shares of Class H common stock were issued to
the Company' wholly-owned Host Endowment Fund subsidiary and held as
treasury stock.

*Principles of Consolidation*

The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries and variable interest
entities ("IE" in which the Company is the primary beneficiary in
accordance with consolidation accounting guidance. All intercompany
transactions have been eliminated in consolidation.

The Company determines, at the inception of each arrangement, whether an
entity in which it has made an investment or in which it has other
variable interest in is considered a VIE. The Company consolidates a VIE
when it is deemed to be the primary beneficiary. The primary beneficiary
of a VIE is the party that meets both of the following criteria: (i) as
the power to direct the activities that most significantly affect the
economic performance of the VIE; and (ii) as the obligation to absorb
losses or the right to receive benefits that in either case could
potentially be significant to the VIE. Periodically, the Company
determines whether any changes in its interest or relationship with the
entity impact the determination of whether the entity is still a VIE
and, if so, whether the Company is the primary beneficiary. If the
Company is not deemed to be the primary beneficiary in a VIE, the
Company accounts for the in

airbnb.txt

vestment or other variable interest in a VIE
in accordance with applicable U.S. GAAP. As of December 1, 2021 and
2022, the Company' consolidated VIEs were not material to the
consolidated financial statements.

*Use of Estimates*

The preparation of the Company' consolidated financial statements in
conformity with U.S. GAAP requires management to make certain estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. The Company regularly evaluates its
estimates, including those related to bad debt reserves, fair value of
investments, useful lives of long-lived assets and

76

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

intangible assets, valuation of goodwill and intangible assets from
acquisitions, contingent liabilities, insurance reserves, revenue
recognition, valuation of common stock, stock-based compensation, and
income and non-income taxes, among others. Actual results could differ
materially from these estimates.

As the impact of the coronavirus disease ("OVID-19" pandemic and the
challenging macroeconomic conditions, including inflation and rising
interest rates, and potential decreased consumer spending, continues to
evolve, estimates and assumptions about future events and their effects
cannot be determined with certainty and therefore require increased
judgment. These estimates and assumptions may change in future periods
and will be recognized in the consolidated financial statements as new
events occur and additional information becomes known. To the extent the
Company' actual results differ materially from those estimates and
assumptions, the Company' future consolidated financial statements could
be affected.

*Segment Information*

Operating segments are defined as components of an entity for which
discrete financial information is available and is regularly reviewed by
the Chief Operating Decision Maker ("ODM" in making decisions regarding
resource allocation and performance assessment. The Company' CODM is its
Chief Executive Officer. The Company has determined it has one operating
and reportable segment as the CODM reviews financial information
presented on a consolidated basis for purposes of allocating resources
and evaluating financial performance.

*Cash and Cash Equivalents*

Cash and cash equivalents are held in checking and

airbnb.txt

interest-bearing
accounts and consist of cash and highly-liquid securities with an
original maturity of 90 days or less.

*Marketable Securities*

The Company considers all highly-liquid investments with original
maturities of greater than 90 days to be marketable securities. The
Company determines the appropriate classification of its investments in
marketable securities at the time of purchase. As the Company views
these investments as available to support current operations, it
accounts for these debt securities as available-for-sale and classifies
them as short-term assets on its consolidated balance sheets. The
Company determines realized gains or losses on the sale of equity and
debt securities on a specific identification method.

Unrealized gains and non-credit related losses on available-for-sale
debt securities are reported as a component of accumulated other
comprehensive income (loss) in stockholders'equity (deficit). Realized
gains and losses and impairments are reported within other income
(expense), net in the consolidated statements of operations. The
assessment for impairment takes into account the severity and duration
of the decline in value, adverse changes in the market or industry of
the investee, the Company' intent to sell the security, and whether it
is more likely than not that it will be required to sell the security
before recovery of the amortized cost basis.

The Company' marketable equity securities with readily determinable fair
values are measured at fair value on a recurring basis with changes in
fair value recognized within other income (expense), net in the
consolidated statements of operations.

The Company records an impairment of its available-for-sale debt
securities if the amortized cost basis exceeds its fair value and if the
Company has the intention to sell the security or if it is more likely
than not that the Company will be required to sell the security before
recovery of the amortized cost basis. If the Company does not have the
intention to sell the security and it is not more likely than not that
the Company will be required to sell the security before recovery of the
amortized cost basis and the Company determines that the unrealized loss
is entirely or partially due to credit-related factors, the credit loss
is measured and recognized as an allowance on the consolidated balance
sheets with a corresponding c

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harge in the consolidated statements of
operations. The allowance is measured as the amount by which the debt
security' amortized cost basis exceeds the Company' best estimate of the
present value of cash flows expected to be collected. Any remaining
decline in fair value that is non-credit related is recognized in other
comprehensive income (loss). Improvements in expected cash flows due to
improvements in credit are recognized through reversal of the credit
loss and corresponding reduction in the allowance for credit loss.

*Non-Marketable Investments*

Non-marketable investments consist of debt and equity investments in
privately-held companies, which are classified as other assets,
noncurrent on the consolidated balance sheets. The Company classifies
its non-marketable investments that meet the definition of a debt
security as available-for-sale. The accounting policy for debt
securities classified as available-for-sale is described above. The
Company' non-marketable equity investments are accounted for using
either the equity method of accounting or as equity investments without
readily determinable fair values under the measurement alternative.

The Company uses the equity method if it has the ability to exercise
significant influence, but not control, over the operating and financial
policies of the investee. For investments accounted for using the equity
method, the Company' proportionate share of its equity interest in the
net income (loss) and other comprehensive income (loss) of these
companies is recorded in the consolidated statements of operations
within other income (expense), net. The carrying amount of the
investment in equity interests is adjusted to reflect the Company'
interest in the investee' net income or loss and any impairments and is
classified in other assets, noncurrent on the consolidated balance
sheets.

Equity investments for which the Company is not able to exercise
significant influence over the investee and for which fair value is not
readily determinable are accounted for using the measurement
alternative. Such investments are carried at cost, less any impairments,
and are adjusted for subsequent observable price changes obtained from
orderly transactions for identical or similar investments issued by the
same investee. This election is reassessed each reporting period to
determine whether non-marketable equity securities h

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ave a readily

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Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

determinable fair value, in which case they would no longer be eligible
for this election. Changes in the basis of the equity investment are
recognized in other income (expense), net in the consolidated statements
of operations.

The Company reviews its non-marketable debt and equity investments for
impairment at the end of each reporting period or whenever events or
circumstances indicate that the carrying value may not be fully
recoverable. Impairment indicators might include negative changes in
industry and market conditions, financial performance, business
prospects, and other relevant events and factors. Upon determining that
an impairment exists, the Company recognizes as an impairment in other
income (expense), net in the consolidated statements of operations the
amount by which the carrying value exceeds the fair value of the
investment.

*Fair Value of Financial Instruments*

The Company applies fair value accounting for all financial assets and
liabilities that are recognized or disclosed at fair value in the
financial statements. The authoritative guidance on fair value
measurements establishes a hierarchical disclosure framework which
prioritizes and ranks the level of market price observability used in
measuring financial instruments at fair value. his hierarchy requires
the Company to use observable market data when available and to minimize
the use of unobservable inputs when determining fair value. Financial
instruments with readily available quoted prices in active markets
generally will have a higher degree of market price observability and a
lesser degree of judgment used in measuring fair value.

Financial instruments measured and disclosed at fair value are
classified and disclosed based on the observability of inputs used in
the determination of fair value as follows:

*Level :* Observable inputs such as quoted prices in active markets.

*Level :* Observable inputs other than Level  prices, such as quoted
prices in less active markets or model-derived valuations that are
observable either directly or indirectly.

*Level :* Unobservable inputs in which there is little or no market data
that are significant to the fair value of the assets or liabilities.

The carrying amount of the Company' financial instruments, including

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cash equivalents, funds receivable and amounts held on behalf of
customers, accounts payable, accrued liabilities, funds payable and
amounts payable to customers, and unearned fees approximate their
respective fair values because of their short maturities.

*Level  Valuation Techniques*\
\
Financial instruments classified as Level  within the Company' fair
value hierarchy are valued on the basis of prices from an orderly
transaction between market participants provided by reputable dealers or
pricing services. Prices of these securities are obtained through
independent, third-party pricing services and include market quotations
that may include both observable and unobservable inputs. In determining
the value of a particular investment, pricing services may use certain
information with respect to transactions in such investments, quotations
from dealers, pricing matrices and market transactions in comparable
investments, and various relationships between investments. The Company'
foreign exchange derivative instruments are valued using pricing models
that take into account the contract terms, as well as multiple inputs
where applicable, such as interest rate yield curves and currency
rates.\
\
*Level 3 Valuation Techniques*\
\
Financial instruments classified as Level 3 within the Company' fair
value hierarchy consist primarily of a derivative warrant liability
relating to the warrants issued in conjunction with the second lien loan
discussed in Note 9, *Debt*. Valuation techniques for the derivative
warrant liability include the Black-Scholes option-pricing model with
key assumptions such as stock price volatility, expected term, and
risk-free interest rates.

*Internal-Use Software*

The Company capitalizes certain costs in connection with obtaining or
developing software for internal use. Amortization of such costs begins
when the project is substantially complete and ready for its intended
use. Capitalized software development costs are classified as

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Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

property and equipment, net on the consolidated balance sheets and are
amortized using the straight-line method over the estimated useful life
of the applicable software.

*Property and Equipment*

Property and equipment are stated at cost, less accumulated depreciation
and amortization.

Depreciation and

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amortization on property and equipment is calculated
using the straight-line method over the estimated useful lives indicated
below:

  --------------------------------------------------------- ---------------------------------------------------- -- -- -- --

  Asset Category                                            Period
  Computer equipment                                        5 years
  Computer software and capitalized internal-use software   1.5 to 3 years
  Office furniture and equipment                            5 years
  Buildings                                                 25 to 40 years
  Leasehold improvements                                    Lesser f stimated seful ife r remaining lease term
  --------------------------------------------------------- ---------------------------------------------------- -- -- -- --

Costs of maintenance and repairs that do not improve or extend the
useful lives of assets are expensed as incurred. Upon retirement or
sale, the cost and related accumulated depreciation are removed from the
consolidated balance sheet and the resulting gain or loss is reflected
in the consolidated statements of operations.

*Leases*

The Company determines whether an arrangement is or contains a lease at
inception. Operating lease right-of-use ("OU" assets and liabilities are
recognized at commencement date based on the present value of lease
payments over the lease term. Operating lease liabilities represent the
present value of lease payments not yet paid. Operating lease ROU assets
represent the Company' right to use an underlying asset and are based
upon the operating lease liabilities adjusted for prepayments or accrued
lease payments, initial direct costs, lease incentives, and impairment
of operating lease assets. As most of the Company' leases do not provide
an implicit rate, the Company uses its incremental borrowing rate based
on the information available at commencement date in determining the
present value of lease payments

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. The Company has real estate and
equipment lease agreements that contain lease and non-lease components,
which are accounted for as a single lease component.

The Company' leases often contain rent escalations over the lease term.
The Company recognizes expense for these leases on a straight-line basis
over the lease term. Additionally, tenant incentives, primarily used to
fund leasehold improvements, are recognized when earned and reduce the
Company' right-of-use asset related to the lease. These are amortized
through the right-of-use asset as reductions of expense over the lease
term.

The Company' lease agreements may contain variable costs such as common
area maintenance, operating expenses, or other costs. Variable lease
costs are expensed as incurred on the consolidated statements of
operations. The Company' lease agreements generally do not contain any
residual value guarantees or restrictive covenants.

For substantially all leases with an initial non-cancelable lease term
of less than one year and no option to purchase, the Company elected not
to recognize the lease on its Consolidated Balance Sheets and instead
recognize rent payments on a straight-line basis over the lease term
within operating expense on its Consolidated Statements of Operations.

*Goodwill*

Goodwill represents the excess of the purchase price over the fair value
of net assets acquired in a business combination. The Company has one
reporting unit. The Company tests goodwill for impairment at least
annually in the fourth quarter, or whenever events or changes in
circumstances indicate that goodwill might be impaired. The Company uses
a two-step process to assess the realizability of goodwill. The first
step, Step 0, is a qualitative assessment that analyzes current economic
indicators associated with a particular reporting unit. For example, the
Company analyzes changes in economic, market and industry conditions,
business strategy, cost factors, and financial performance, among
others, to determine if there would be a significant decline to the fair
value of a reporting unit. A qualitative assessment also includes
analyzing the excess fair value of a reporting unit over its carrying
value from impairment assessments performed in previous years. If the
qualitative assessment indicates a stable or improved fair value, no
further testing is required.

If a qualitative assessment i

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ndicates that a significant decline to fair
value of a reporting unit is more likely than not, or if a reporting
unit' fair value has historically been closer to its carrying value, the
Company will proceed to Step 1 testing where the Company calculates the
fair value of a reporting unit. If Step 1 indicates that the carrying
value of a reporting unit is in excess of its fair value, the Company
will record an impairment equal to the amount by which a reporting unit'
carrying value exceeds its fair value.

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Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

There were no impairment charges in any of the periods presented in the
consolidated financial statements.

*Intangible Assets*

Intangible assets are amortized on a straight-line basis over the
estimated useful lives ranging from one to ten years. The Company
reviews intangible assets for impairment under the long-lived asset
model described below. There were no impairment charges in any of the
periods presented in the consolidated financial statements.

*Impairment of Long-Lived Assets*

Long-lived assets that are held and used by the Company are reviewed for
impairment when events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. Determination of
recoverability of long-lived assets is based on an estimate of the
undiscounted cash flows resulting from the use of the asset and its
eventual disposition. If the carrying value of the long-lived asset is
not recoverable on an undiscounted cash flow basis, impairment is
recognized to the extent that the carrying value exceeds its fair value.
Fair value is determined through various valuation techniques including
discounted cash flow models, quoted market values, and third-party
independent appraisals, as necessary.

Any impairments to ROU assets, leasehold improvements, or other assets
as a result of a sublease, abandonment, or other similar factor are
recorded as an operating expense. Similar to other long-lived assets,
management tests ROU assets for impairment whenever events or changes in
circumstances occur that could impact the recoverability of these
assets. For ROU assets, such circumstances may include subleases that do
not fully recover the costs of the associated leases or a decision to
abandon the use of all or part of an asset. For the years ended
D

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ecember 1, 2020 and 2021, the Company recorded \$35.8 illion and
\$112.5 illion, respectively, of long-lived asset impairment charges
within restructuring charges in the consolidated statement of
operations. For the year ended December 1, 2022, the Company recorded
\$91.4 illion of long-lived asset impairment, of which \$88.9 illion was
recorded within restructuring charges and the remainder within general
and administrative, in the consolidated statements of operations.

*Revenue Recognition*

The Company generates substantially all of its revenue from facilitating
guest stays at accommodations offered by Hosts on the Company' platform.

The Company considers both Hosts and guests to be its customers. The
customers agree to the Company' Terms of Service ("oS" to use the
Company' platform. Upon confirmation of a booking made by a guest, the
Host agrees to provide the use of the property. At such time, the Host
and guest also agree upon the applicable booking value as well as Host
fees and guest fees (collectively "ervice fees". The Company charges
service fees in exchange for certain activities, including the use of
the Company' platform, customer support, and payment processing
activities. These activities are not distinct from each other and are
not separate performance obligations. As a result, the Company' single
performance obligation is to facilitate a stay, which occurs upon the
completion of a check-in event (a "heck-in". The Company recognizes
revenue upon check-in as its performance obligation is satisfied upon
check-in and the Company has the right to receive payment for the
fulfillment of the performance obligation.

The Company charges service fees to its customers as a percentage of the
value of the booking, excluding taxes. The Company collects both the
booking value from the guest on behalf of the Host and the applicable
guest fees owed to the Company using the guest' pre-authorized payment
method. After check-in, the Company disburses the booking value to the
Host, less the fees due from the Host to the Company. The Company' ToS
stipulates that a Host may cancel a confirmed booking at any time up to
check-in. Therefore, the Company determined that for accounting
purposes, each booking is a separate contract with the Host and guest,
and the contracts are not enforceable until check-in. Since an
enforceable contract for accounting purposes is

airbnb.txt

not established until
check-in, there were no partially satisfied or unsatisfied performance
obligations as of December 1, 2021 and 2022. The service fees collected
from customers prior to check-in are recorded as unearned fees. Unearned
fees are not considered contract balances because they are subject to
refund in the event of a cancellation.

Guest stays of at least 28 nights are considered long-term stays. The
Company charges service fees to facilitate long-term stays on a monthly
basis. Such stays are generally cancelable with a 30 days advance notice
for no significant penalty. Accordingly, long-term stays are treated as
month-to-month contracts; each month is a separate contract with the
Host and guest, and the contracts are not enforceable until check-in for
the initial month as well as subsequent monthly extensions. The Company'
performance obligation for long-term stays is the same as that for
short-term stays. The Company recognizes revenue for the first month
upon check-in, similar to short-term stays, and recognizes revenue for
any subsequent months upon each month' anniversary from initial check-in
date.

The Company evaluates the presentation of revenue on a gross versus net
basis based on whether or not it is the principal (gross) or the agent
(net) in the transaction. As part of the evaluation, the Company
considers whether it controls the right to use the property before
control is transferred. Indicators of control that the Company considers
include whether the Company is primarily responsible for fulfilling the
promise associated with the rental of the property, whether it has
inventory risk associated with the property, and whether it has
discretion in establishing the prices for the property. The Company
determined that it does not control the right to use the properties
either before or after completion of its service. Accordingly, the
Company has concluded that it is acting in an agent capacity and revenue
is presented net reflecting the service fees received from Hosts and
guests to facilitate a stay.

The Company has elected to recognize the incremental costs of obtaining
a contract, including the costs of certain referrer fees, as an expense
when incurred as the amortization period of the asset that the Company
otherwise would have recognized is one year or less. The Company has no
significant financing components in its contracts

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with customers.

80

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

The Company has elected to exclude from revenue, taxes assessed by a
governmental authority that are both imposed on and are concurrent with
specific revenue producing transactions. Accordingly, such amounts are
not included as a component of revenue or cost of revenue.

*Payments to Customers*

The Company makes payments to customers as part of its referral programs
and marketing promotions, collectively referred to as the Company'
incentive programs, and refund activities. The payments are generally in
the form of coupon credits to be applied toward future bookings or as
cash refunds.

*Incentive Programs*

The Company encourages the use of its platform and attracts new
customers through its incentive programs. Under the Company' referral
program, the referring party (the "eferrer" earns a coupon when the new
guest or Host (the "eferee" completes their first stay on the Company'
platform. Incentives earned by customers for referring new customers are
paid in exchange for a distinct service and are accounted for as
customer acquisition costs. The Company recordsthe incentive as a
liability at the time the incentive is earned by the referrer with the
corresponding charge recorded to sales and marketing expense in the same
way the Company accounts for other marketing services from third-party
vendors. Any amounts paid in excess of the fair value of the referral
service received are recorded as a reduction of revenue. Fair value of
the service is established using amounts paid to vendors for similar
services. Customer referral coupon credits generally expire within one
year from issuance and the Company estimates the redemption rates using
its historical experience. As of December 1, 2021 and 2022, the referral
coupon liability was not material.

Through marketing promotions, the Company issues customer coupon credits
to encourage the use of its platform. After a customer redeems such
incentives, the Company records a reduction to revenue at the date it
records the corresponding revenue transaction, as the Company does not
receive a distinct good or service in exchange for the customer
incentive payment.

*Refunds*

In certain instances, the Company issues refunds to customers as part of
its customer support activities in the form of cash or

airbnb.txt

credits to be
applied toward a future booking. There is no legal obligation to issue
such refunds to Hosts or guests on behalf of its customers. The Company
accounts for refunds, net of any recoveries, as variable consideration,
which results in a reduction to revenue. The Company reduces the
transaction price by the estimated amount of the payments by applying
the most likely outcome method based on known facts and circumstances
and historical experience. The estimate for variable consideration was
not material as of December 1, 2021 and 2022.

The Company evaluates whether the cumulative amount of payments made to
customers that are not in exchange for a distinct good or service
received from customers exceeds the cumulative revenue earned since
inception of the customer relationships. Any cumulative payments in
excess of cumulative revenue are presented within operations and support
or sales and marketing on the consolidated statements of operations
based on the nature of the payments made to customers.

*Funds Receivable and Funds Payable*

Funds receivable and amounts held on behalf of customers represent cash
received or in-transit from guests via third-party credit card
processors and other payment methods, which the Company remits for
payment to the Hosts following check-in. This cash and related
receivable represent the total amount due to Hosts, and as such, a
liability for the same amount is recorded to funds payable and amounts
payable to customers.

The Company records guest payments, net of service fees, as funds
receivable and amounts held on behalf of customers with a corresponding
amount in funds payable and amounts payable to customers when cash is
received in advance of check-in. Host and guest fees are recorded as
cash with a corresponding amount in unearned fees. For certain bookings,
a guest may opt to pay a percentage of the total amount due when the
booking is confirmed, with the remaining balance due prior to the stay
occurring (the "ay Less Upfront Program". Under the Pay Less Upfront
Program, when the Company receives the first installment payment from
the guest upon confirmation of the booking, the Company records the
first installment payment as funds receivable and amounts held on behalf
of customers with a corresponding amount in funds payable and amounts
payable to customers, net of the Host and guest fees. The full value of

airbnb.txt

the service fees is recorded as cash and cash equivalents and unearned
fees upon receipt of the first installment payment to represent what the
Company expects to be recognized as revenue if the underlying booking is
not canceled. Upon receipt of the second installment, such payment
amounts are also recorded as funds receivable and amounts held on behalf
of customers with a corresponding amount in funds payable and amounts
payable to customers.

Following check-in, the Company remits funds due to Hosts and recognizes
unearned fees as revenue as its performance obligation is satisfied.

*Bad Debt*

The Company generally collects funds related to bookings from guests on
behalf of Hosts prior to check-in. However, in limited circumstances the
Company disburses funds to a Host or a guest on behalf of a counterparty
guest or Host prior to collecting such amounts from the counterparty.
Such uncollected balances generally arise from the timing of payments nd
collections elated to a dispute resolution between the guest and Host or
certain alterations to stays and are included in prepaids and other
current assets on the consolidated balance sheets. The Company records a
customer receivableallowance for credit losses for funds that may never
be collected. The Company estimated its exposure to balances deemed to
be uncollectible based on factors including known facts and
circumstances, historical experience, reasonable and supportable
forecasts of economic conditions, and the age of the uncollected

81

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

balances. The Company writes off the asset when it is determined to be
uncollectible. Bad debt expense was \$107.7 million, \$27.3 million, and
\$49.0 million for the years ended December 1, 2020, 2021, and 2022,
respectively.

*Cost of Revenue*

Cost of revenue primarily consists of payment processing charges,
including merchant fees and chargebacks, costs associated with
third-party data centers used to host the Company' platform, and
amortization of internally developed software and acquired technology.

*Operations and Support*

Operations and support costs primarily consist of personnel-related
expenses and third-party service provider fees associated with customer
support provided via phone, email, and chat to Hosts and guests,
customer relations costs, which includ

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e refunds and credits related to
customer satisfaction and expenses associated with the Company' Host
protection programs, and allocated costs for facilities and information
technology. These costs are expensed as incurred.

*Product Development*

Product development costs primarily consist of personnel-related
expenses and third-party service provider fees incurred in connection
with the development of the Company' platform and new products as well
as the improvement of existing products, and allocated costs for
facilities and information technology. These costs are expensed as
incurred.

*Sales and Marketing*

Sales and marketing costs primarily consist of performance and brand
marketing, personnel-related expenses, including those related to field
operations, portions of referral incentives and coupons, policy and
communications, and allocated costs for facilities and information
technology. These costs are expensed as incurred. Advertising expenses
were \$176.0 million, \$542.1 million, and \$786.1 million for the years
ended December 1, 2020, 2021, and 2022, respectively.

*General and Administrative*

General and administrative costs primarily consist of personnel-related
expenses for executive management and administrative functions,
including finance and accounting, legal, and human resources, as well as
general corporate and director and officer insurance. General and
administrative costs also include certain professional services fees,
allocated costs for facilities and information technology expenses,
indirect taxes including lodging taxes where the Company may be held
jointly liable with Hosts for collecting and remitting such taxes, and
bad debt expense. These costs are expensed as incurred.

*Restructuring Charges*

Costs and liabilities associated with management-approved restructuring
activities are recognized when they are incurred. One-time employee
termination costs are recognized at the time of communication to
employees, unless future service is required, in which case the costs
are recognized ratably over the future service period. Ongoing employee
termination benefits are recognized as a liability when it is probable
that a liability exists and the amount is reasonably estimable.
Restructuring charges are recognized as an operating expense within the
consolidated statements of operations and related liabilities are
recorded within accr

airbnb.txt

ued expenses and other liabilities on the
consolidated balance sheets. The Company periodically evaluates and, if
necessary, adjusts its estimates based on currently available
information.

*Income Taxes*

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax law in effect for
the years in which the temporary differences are expected to be
recovered or settled. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in the period that includes the
enactment date.

A valuation allowance is recorded for deferred tax assets if it is more
likely than not that some portion or all of the deferred tax assets will
not be realized. In determining the need for a valuation allowance, the
Company weighs both positive and negative evidence in the various
jurisdictions in which it operates to determine whether itis more
likely than not that its deferred tax assets are recoverable. The
Company regularly assesses all available evidence, including cumulative
historic losses, forecasted earnings, if carryback is permitted under
the law, carryforward periods, and prudent and feasible tax planning
strategies.

The Company evaluates and accounts for uncertain tax positions using a
two-step approach. Recognition, step one, occurs when the Company
concludes that a tax position, based solely on its technical merits, is
more-likely-than-not to be sustained upon examination. Measurement, step
two, determines the largest amount of benefit that is greater than 50%
likely to be realized upon ultimate settlement with a taxing authority
that has full knowledge of all relevant information. Derecognition of a
tax position that was previously recognized would occur when the Company
subsequently determines that a tax position no longer meets the
more-likely-than-not threshold of being sustained.

*Foreign Currency*

82

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

The Company' reporting currency is the U.S. dollar. The Company
determines the functional cur

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rency for each of its foreign subsidiaries
by reviewing their operations and currencies used in their primary
economic environments. Assets and liabilities for foreign subsidiaries
with functional currency other than U.S. dollar are translated into U.S.
dollars at the rate of exchange existing at the balance sheet date.
Statements of operations amounts are translated at average exchange
rates for the period. Translation gains and losses are recorded in
accumulated other comprehensive income (loss) as a component of
stockholders'equity (deficit). No material amounts were reclassified
from accumulated other comprehensive income (loss) for the years ended
December 1, 2020, 2021, and 2022.

Remeasurement gains and losses are included in other income (expense),
net in the consolidated statements of operations. Monetary assets and
liabilities are remeasured at the exchange rate on the balance sheet
date and nonmonetary assets and liabilities are measured at historical
exchange rates. As of December 1, 2021, and 2022, the Company had a
cumulative translation gain of \$2.8 million and \$12.9 million,
respectively. Total net realized and unrealized gains (losses) on
foreign currency transactions and balances totaled \$31.5 million,
\$(5.1) million, and \$29.5 million for the years ended December 1,
2020, 2021, and 2022, respectively.

*Derivative Instruments*

The Company enters into financial derivative instruments, consisting of
foreign currency contracts to mitigate its exposure to the impact of
movements in currency exchange rates on its transactional balances
denominated in currencies other than the functional currency. The
Company does not use derivatives for trading or speculative purposes.
Derivative instruments are recognized in the consolidated balance sheets
at fair value. Gains and losses resulting from changes in the fair value
of derivative instruments that are not designated as hedging instruments
for accounting purposes are recognized in other income (expense), net in
the consolidated statements of operations in the period that the changes
occur.

*Share Repurchase*

Share repurchases may be made through a variety of methods, which may
include open market purchases, privately negotiated transactions, block
trades, or accelerated share repurchase transactions, or by any
combination of such methods. Share repurchases are recorded at
settlement date. Whe

airbnb.txt

n shares are retired, the value of repurchased
shares is deducted from stockholders'equity through capital with the
excess over par value recorded to accumulated deficit.

*Stock-Based Compensation*

Stock-based compensation expense primarily relates to restricted stock
units ("SUs", restricted stock awards ("SAs", stock options, and the
Employee Stock Purchase Plan ("SPP". RSUs and RSAs are measured at the
fair market value of the underlying stock at the grant date and the
expense is recognized over the requisite service period. The fair value
of stock options and ESPP shares are estimated on the date of grant
using the Black-Scholes option pricing model to determine the fair value
of stock options on the date of grant. The Company estimates the
expected term of stock options granted based on the simplified method
and estimates the volatility of its common stock on the date of grant
based on the average historical stock price volatility of comparable
publicly-traded companies. The simplified method calculates the expected
term as the mid-point between the weighted-average time to vesting and
the contractual maturity. The simplified method is used as the Company
does not have sufficient historical data regarding stock option
exercises. The contractual term of the Company' stock options is ten
years. The Company accounts for forfeitures as they occur. The benefits
of tax deductions in excess of recognized compensation costs are
recognized in the income statement as a discrete item when an option
exercise or a vesting and release of shares occurs.

Prior to the Company' IPO, the absence of an active market for the
Company' common stock required the Company' board of directors, which
includes members who possess extensive business, finance, and venture
capital experience, to determine the fair value of its common stock for
purposes of granting stock options and RSUs. The Company obtained
contemporaneous third-party valuations to assist the board of directors
in determining the fair value of the Company' common stock. All stock
options granted were exercisable at a price per share not less than the
fair value of the shares of the ompany' common stock as determined by
the board of directors (the "air Value" underlying those stock options
on their respective grant dates. Historically, substantially all of the
Company' RSUs vested upon the satisfaction of both a se

airbnb.txt

rvice-based
vesting condition and liquidity-event performance-based vesting
condition. The liquidity-event performance-based vesting condition for
RSUs was satisfied upon the effectiveness of the Company' IPO
Registration Statement on December 9, 2020. Upon the Company' IPO in
December 2020, the Company recorded a cumulative one-time stock-based
compensation expense of \$2.8 illion, determined using the grant-date
fair values. The remaining unrecognized stock-based compensation expense
related to these RSUs is recorded over their remaining requisite service
periods.

*Net Income (Loss) Per Share Attributable to Common Stockholders*

The Company applies the wo-class ethod when computing net income (loss)
per share attributable to common stockholders when shares are issued
that meet the definition of a participating security. The wo-class ethod
determines net income (loss) per share for each class of common stock
and participating securities according to dividends declared or
accumulated and participation rights in undistributed earnings.
The wo-class ethod requires earnings available to common stockholders
for the period to be allocated between common stock and participating
securities based upon their respective rights to receive dividends as if
all earnings for the period had been distributed. The Company'
previously outstanding redeemable convertible preferred stock was a
participating security as the holders of such shares participated in
dividends but did not contractually participate in the Company' losses.

Basic net income (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock
outstanding during the period, less weighted-average shares subject to
repurchase. The diluted net income (loss) per share is computed by
giving effect to all potentially dilutive securities outstanding for the
period. For periods in which the Company reports net losses, diluted net
loss per share attributable to common stockholders is the same as basic
net loss per share attributable to common stockholders, because
potentially dilutive common shares are anti-dilutive.

83

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

*Comprehensive Income (Loss)*

Comprehensive income (loss) consists of net income (loss) and other
comprehensive income (loss). Other comprehensiv

airbnb.txt

e income (loss) reflects
gains and losses that are recorded as a component of stockholders'equity
and are excluded from net loss. Other comprehensive income (loss)
consists of foreign currency translation adjustments related to
consolidation of foreign entities and unrealized gains (losses) on
securities classified as available-for-sale.

*Contingencies*

The Company is subject to legal proceedings and claims that arise in the
ordinary course of business. The Company accrues for losses associated
with legal claims when such losses are probable and can be reasonably
estimated. These accruals are adjusted as additional information becomes
available or circumstances change.

*Recently Adopted Accounting Standards*

In May 2021, the Financial Accounting Standards Board ("ASB" issued
Accounting Standards Update ("SU" 2021-04, *Earnings Per Share (Topic
260), Debt - Modifications and Extinguishments (Topic 470-50),
Compensation - Stock Compensation (Topic 718), and Derivatives and
Hedging - Contracts in Entity\'s Own Equity (Subtopic 815-40)*, which
clarifies existing guidance for freestanding written call options which
are equity classified and remain so after they are modified or exchanged
in order to reduce diversity in practice. The standard is effective for
public entities in fiscal years beginning after December 15, 2021,
including interim periods within those fiscal years. The Company adopted
the standard during the first quarter of 2022, which did not have an
impact on the Company\'s consolidated financial statements.

*Recently Issued Accounting Standards Not Yet Adopted*

In March 2022, the FASB issued ASU 2022-01, *Derivatives and Hedging
(Topic 815)*, which clarifies the guidance on fair value hedge
accounting of interest rate risk for portfolios of financial assets. The
standard is effective for public entities in fiscal years beginning
after December 15, 2022, including interim periods within those fiscal
years. Early adoption is permitted on any date on or after the issuance
of ASU 2017-12. The Company does not expect the adoption of the new
guidance will have a material impact on the Company' consolidated
financial statements.

In June 2022, the FASB issued ASU 2022-03, *Fair Value Measurement
(Topic 820): Fair Value Measurement of Equity Securities Subject to
Contractual Sale Restrictions,* which clarifies the guidance of equity
securities that ar

airbnb.txt

e subject to a contractual sale restriction as well as
includes specific disclosure requirements for such equity securities.
The standard is effective for public entities in fiscal years beginning

after December 15, 2023, including interim periods within those fiscal
years and will be applied prospectively. The Company does not expect the
adoption of the new guidance will have a material impact on the Company'
consolidated financial statements.

There are other new accounting pronouncements issued by the FASB that
the Company has adopted or will adopt, as applicable, and the Company
does not believe any of these accounting pronouncements have had, or
will have, a material impact on its consolidated financial statements or
disclosures.

*Prior Period Reclassifications*

Certain immaterial amounts in prior periods have been reclassified to
conform with current period presentation.

*Revision of Previously Issued Financial Statements*

The consolidated statements of cash flows for years ended December 1,
2020, and 2021 has been revised to correct for errors identified by
management during the preparation of the financial statements for the
three months ended March 31, 2022. The errors overstated cash flows from
operating activities by \$111.0 illion and understated the cash flows
from financing activities by \$111.0 illion for the year ended
December 1, 2020, and understated cash flows from operating activities
by \$123.0 illion and overstated the cash flows from financing
activities by \$123.0 illion for the year ended December 1, 2021.
Management has determined that these errors did not result in the
previously issued financial statements being materially misstated. These
errors primarily related to the timing of tax payments from the net
settlement of equity awards at the initial public offering in December
2020. In particular, in 2020, the Company reported \$1.7 illion of cash
used in financing activities to cover taxes paid related to the net
share settlement of its equity awards that vested upon the initial
public offering. However, approximately \$123.0 illion of this amount
was actually remitted to taxing authorities in foreign jurisdictions
during 2021. This had no impact on the Company' consolidated financial
statements outside of the presentation in the consolidated statements of
cash flow and did not affect the consolidated balance sheets,
consolid

airbnb.txt

ated statements of operations, or consolidated statements of
stockholders'equity.

84

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

Note 3. Supplemental Financial Statement Information

*Cash, Cash Equivalents, and Restricted Cash*

The following table reconciles cash, cash equivalents, and restricted
cash reported on the Company' consolidated balance sheets to the total
amount presented in the consolidated statements of cash flows (in
millions):

  ---------------------------------------------------------------------------------------------------------- -------------- -------- -------- ---- --------- -- -- --

                                                                                December 31,
                                                                                2021           2022
  Cash and cash equivalents\$             6,067             \$   7,378
  Cash and cash equivalents included in funds receivable and amounts held on behalf of customers             3,645                   4,708
  Restricted cash included in prepaids and other current assets                                              15                      17
  Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows   \$             9,727             \$   12,103
  ---------------------------------------------------------------------------------------------------------- -------------- -------- -------- ---- --------- -- -- --

*Accrued Expenses and Other Current Liabilities*

Accrued expenses and other current liabilities consisted of the
following (in millions):

  ------------------------------------------------------ -------------- -------- ------ ---- -------- -- -- --December 31,
                                                         2021           2022

  Indirect taxes payable                                 \$             310             \$   418

  Compensation and employee benefits                     416                     380
  Indirect tax reserves                                  183                     206
  Gift card liability                                    98                      141
  Other                                                  552                     672
  Total accrued expenses and other current liabilities   \$             1,559           \$   1,817
  ------------------------------------------------------ -------------- -------- ------ ---- -------- -- -- --

*Payments to Customers*\
\
The Company makes paymen

airbnb.txt

ts to customers as part of its incentive
programs (composed of referral programs and marketing promotions) and
refund activities. The payments are generally in the form of coupon
credits to be applied toward future bookings or as cash refunds.

The following table summarizes total payments made to customers (in
millions):

  ---------------------------------------- ------------------------- ------ ------ ---- ------ -- ---- ------ -- -- --

                                           Year Ended December 31,
                                           2020                      2021   2022
  Reductions to revenue                    \$                        384           \$   156       \$   284
  Charges to operations and support        83                               69          88
  Charges to sales and marketing expense   57                               47          60
  Total payments made to customers         \$

airbnb.txt

524           \$   272       \$   432
  ---------------------------------------- ------------------------- ------ ------ ---- ------ -- ---- ------ -- -- --

85

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

Note 4. Investments

*Debt Securities*

The following tables summarize the amortized cost, gross unrealized
gains and losses, and fair value of the Company' available-for-sale debt
securities aggregated by investment category (in millions):

December 31, 2021

Classification as of December 31, 2021

</

airbnb.txt

td>

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Total

Estimated

Fair Value

Cash and

Cash

Equivalents

Marketable

Securities

Other

Assets,

Noncurrent

Certificates of deposit

$

395

$

—

$

—

$

395

$

31

$

364

$

—

Government bonds(1)

1

airbnb.txt

—

—

1

—

1

—

Commercial paper

1,157

—

—

1,157

164

993

—

Corporate debt securities

918

—

(3)

915

42

863

10

airbnb.txt

Mortgage-backed and asset-backed securities

34

—

—

34

—

34

—

Total

$

2,505

$

—

$

(3)

$

2,502

$

237

$

2,255

$

10

(1)Includes U.S. government and government agency debt securities

<

airbnb.txt

td>

December 31, 2022

Classification as of December 31, 2022

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Total

Estimated

Fair Value

Cash and

Cash

Equivalents

Marketable

Securities

Other

Assets,

Noncurrent

Certificates of deposit

$

airbnb.txt

599

$

—

$

—

$

599

$

26

$

573

$

—

Government bonds(1)

115

—

—

115

32

83

—

Commercial paper

901

—

—

901

327

574

—

</

airbnb.txt

td>

Corporate debt securities

1,046

1

(16)

1,031

68

959

4

Mortgage-backed and asset-backed securities

37

—

(3)

34

—

34

—

Total

$

2,698

$

1

$

(19)

$

2,680

$

<td

airbnb.txt

>
453

$

2,223

$

4

(1)Includes U.S. government and government agency debt securities

As of December 1, 2021 and 2022, the Company did not have any
available-for-sale debt securities for which the Company has recorded
credit related losses.

Unrealized gains and losses, net of tax, before reclassifications from
accumulated other comprehensive income (loss) to other income (expense),
net were not material for the years ended December 1, 2020, 2021, and
2022. Realized gains and losses reclassified from accumulated other
comprehensive income (loss) to other income (expense), net were not
material for the years ended December 1, 2020, 2021, and 2022.

Debt securities in an unrealized loss position had an estimated fair
value of \$801.5 illion and \$748.3 illion, and unrealized losses of
\$3.5 illion and \$19.4 illion as of December 1, 2021 and 2022,
respectively. An immaterial amount of these securities were in a
continuous unrealized loss position for more than twelve months as of
December 1, 202

airbnb.txt

1 and \$92.3 million of these securities, with unrealized
losses of \$12.9 million, were in a continuous loss position for more
than twelve months as of December 1, 2022.

The following table summarizes the contractual maturities of the
Company' available-for-sale debt securities (in millions):

+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
|                               |                   |            |      |    |        |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
|                               | December 31, 2022 |            |      |    |        |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
|                               | Amortized\        | Estimated\ |      |    |        |   |   |   |
|                               | Cost              | Fair Value |      |    |        |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
| Due within one year           | \$                | 2,238      |      | \$ | 2,236  |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
| Due in one year to five years | 435               |            | 422  |    |        |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
| Due within five to ten years  | 22                |            | 19   |    |        |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
| Due beyond ten years          | 3                 |            | 3    |    |        |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+
| Total                         | \$                | 2,698      |      | \$ | 2,680  |   |   |   |
+-------------------------------+-------------------+------------+------+----+--------+---+---+---+

86

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

*Equity Investments*

*Gains and Losses on Marketable Equity Investments*

Net unrealized gain (loss) on marketable equity investments was
\$21.7 illion for the year ended December 1, 2020 and immate

airbnb.txt

rial for the
years ended December 1, 2021 and 2022. During the year ended December 1,
2021, the marketable equity investments were sold and the Company
realized a net loss of \$13.4 illion. The realized and unrealized gains
and losses on marketable equity investments were recorded in other
income (expense), net on the consolidated statements of operations.

*Equity Investments Without Readily Determinable Fair Values*

The Company holds investments in privately-held companies in the form of
equity securities without readily determinable fair values and in which
the Company does not have a controlling interest or significant
influence. These investments had net carrying value of \$75.0 illion as
of both December 1, 2021 and 2022, and are classified within other
assets on the consolidated balance sheets. As of December 1, 2021 and
2022 there were no upward or downward adjustments for observable price
changes. The Company recorded impairment charges of \$53.1 illion and
\$3.1 illion, for the years ended December 1, 2020 and 2021,
respectively, and did not record any impairment charges during the year
ended December 1, 2022. As of December 1, 2021 and 2022, the cumulative
downward adjustments for observable price changes and impairment were
\$56.2 illion.

*Investments Accounted for Under the Equity Method*

As of December 1, 2021 and 2022, the carrying values of the Company'
equity method investments were \$17.4 illion and \$13.8 illion,
respectively. For the years ended December 1, 2020, 2021, and 2022, the
Company recorded losses of \$8.2 illion, \$3.5 illion, and \$5.4 illion,
respectively, within other income (expense), net in the consolidated
statements of operations, representing its proportionate share of net
income or loss based on the investee' financial results. Also, during
the year ended December 1, 2020, the Company recorded impairment charges
of \$29.0 million related to the carrying value of equity method
investments within other income (expense), net. There were no impairment
charges for the years ended December 1, 2021 and 2022.

Note 5. Fair Value Measurements and Financial Instruments

The following table summarizes the Company' financial assets and
liabilities measured at fair value on a recurring basis (in millions):

  ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- ----

airbnb.txt

---- ------ -- ---- -------- -- -- --

                                                              December 31, 2021
                                                              Level               Level    Level    Total
  Assets
  Cash equivalents:
  Money market funds                                          \$                  1,923             \$      ---         \$       ---       \$   1,923
  Certificates of deposit                                     31                           ---              ---         31Commercial paper                                            ---                          164              ---         164
  Corporate debt securities                                   ---                          42               ---         42
                                                              1,954                        206              ---         2,160
  Marketable securities:
  Certificates of deposit                                     364                          ---              ---         364
  Government bonds(1)                                         ---                          1                ---         1
  Commercial paper                                            ---                          993              ---         993
  Corporate debt securities                                   ---                          863              ---         863
  Mortgage-backed and asset-backed securities                 ---                          34               ---         34

                                                              364                          1,891            ---         2,255
  Funds receivable and amounts held on behalf of customers:
  Money market funds                                          466                          ---              ---         466
  Prepaids and other current assets:
  Foreign exchange derivative assets

airbnb.txt

---                          26               ---         26
  Other assets, noncurrent:
  Corporate debt securities                                   ---                          ---              10          10
  Total assets at fair value                                  \$                  2,784             \$      2,123       \$       10        \$   4,917

  Liabilities
  Accrued expenses and other current liabilities:
  Foreign exchange derivative liabilities                     \$                  ---               \$      10          \$---       \$   10

  Total liabilities at fair value                             \$                  ---               \$      10          \$       ---       \$   10
  ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- -------- ------ -- ---- -------- -- -- --

(1)Includes U.S. government and government agency debt securities

87

Airbnb, Inc.

Notes to Consolidated Financial Statements

  ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- -------- ------ -- ---- -------- -- -- --December 31, 2022
                                                              Level               Level    Level    Total
  Assets
  Cash equivalents:
  Money market funds                                          \$                  2,326             \$      ---         \$       ---       \$   2,326
  Certificates of deposit                                     26                           ---              ---         26
  Government bonds(1)                                         ---                          32               ---         32

airbnb.txt

Commercial paper                                            ---                          327              ---         327
  Corporate debt securities                                   ---                          68               ---         68
                                                              2,352                        427              ---         2,779
  Marketable securities:
  Certificates of deposit                                     573                          ---              ---         573
  Government bonds(1)                                         ---                          83               ---         83
  Commercial paper                                            ---                          574              ---         574
  Corporate debt securities                                   ---959              ---         959
  Mortgage-backed and asset-backed securities                 ---                          34               ---         34
  Marketable equity securities                                1                            ---              ---         1
                                                              574                          1,650            ---         2,224
  Funds receivable and amounts held on behalf of customers:
  Money market funds                                          501                          ---              ---         501

  Prepaids and other current assets:Foreign exchange derivative assets                          ---                          14               ---         14
  Other assets, noncurrent:

  Corporate debt securities                                   ---                          ---              4           4
  Total assets at fair value                                  \$                  3,427             \$      2,091       \$       4         \$   5,522

  Liabilities
  Accrued expenses and other current liabilities:

airbnb.txt

Foreign exchange derivative liabilities                     \$                  ---               \$      31          \$       ---       \$   31
  Total liabilities at fair value                             \$                  ---               \$      31          \$       ---       \$   31
  ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- -------- ------ -- ---- -------- -- -- --

(1)Includes U.S. government and government agency debt securities

The following table presents additional information about investments
that are measured at fair value for which the Company has utilized
Level  inputs to determine fair value (in millions):

December 31,

<

airbnb.txt

td>

2021

2022

Derivative

Warrant

Liability

Other

Assets,

Noncurrent

Other

Assets,

Noncurrent

Balance, beginning of year

$

985

$

11

$

10

Reclassifications to equity

(1,277)

—

—

<tr class

airbnb.txt

="even">

Total realized and unrealized gains (losses):

Included in earnings

292

—

—

Included in other comprehensive income (loss)

—

(1)

(6)

Balance, end of year

$

—

$

10

$

4

Changes in unrealized gains or losses included in

airbnb.txt

other
comprehensive income (loss) related to investments held at the reporting
date

$

—

$

(1)

$

(6)

There were no transfers of financial instruments between valuation
levels during the years ended December 1, 2021 and 2022.

The Company amended the anti-dilution feature in the warrant agreements
associated with the Second Lien Credit Agreement, as defined

in Note 9, *Debt,* which resulted in a change in classification from
liability to equity, on March 30, 2021 (the "odification Date". The
Company recorded a marked-to-market loss of \$292.0 illion through the
first quarter of 2021, which was recorded in other income (expense), net
on the consolidated statements of operations. Subsequent to the
Modification Date, the warrants were no longer subject to
marked-to-market charges. The balance of \$1.3 illion was then
reclassified from liability to equity as the amended warrants met the
requirements for equity classification. Refer to Note 9, *Debt*, for
additional information.

airbnb.txt

88

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

*Derivatives Not Designated as Hedging Instruments*

As of December 1, 2021, the fair value of foreign exchange derivative
assets and liabilities totaled \$25.9 million and \$10.3 million,
respectively, with the aggregate notional amount totaling \$2.4 billion.
As of December 1, 2022, the fair value of foreign exchange derivative
assets and liabilities totaled \$14.0 million and \$31.2 million,
respectively, with the aggregate notional amount totaling \$2.4 billion.
Derivative assets are included in prepaids and other current assets and
derivative liabilities are included in accrued expenses and other
current liabilities in the consolidated balance sheets.

The Company recorded total net realized gains (losses) of
\$(21.7) illion, \$19.3 illion, and \$92.0 illion, and net unrealized
gains (losses) of \$(24.6) illion, \$35.4 illion and \$(32.9) illion for
the years ended December 1, 2020, 2021, and 2022, respectively, related
to foreign exchange derivative assets and liabilities. The realized and
unrealized gains and losses on non-designated derivatives are reported
in other income (expense), net in the consolidated statements of
operations. The cash flows related to derivative instruments not
designated as hedging instruments are classified within operating
activities in the consolidated statements of cash flows.

The Company has master netting arrangements with the respective
counterparties to its derivative contracts, which are designed to reduce
credit risk by permitting net settlement of transactions with the same
counterparty. The Company presents its derivative assets and derivative
liabilities at their gross fair values in its consolidated balance
sheets. As of December 1, 2021, the potential effect of these rights of
set-off associated with the Company' derivative contracts would be a
reduction to both assets and liabilities of \$10.3 illion, resulting in
net derivative assets of \$15.6 illion. As of December 1, 2022, the
potential effect of these rights of set-off associated with the Company'
derivative contracts would be a reduction to both assets and liabilities
of \$10.7 illion, resulting in net derivative assets of \$3.2 illion and
net derivative liabilities of \$20.5 illion.

Note 6. Intangible Assets and Goodwill

*Intangible Assets*

Identi

airbnb.txt

fiable intangible assets consisted of the following (in millions):

December 31, 2021

December 31, 2022

Gross

Carrying

Amount (1)

Accumulated

Amortization (1)

Net

Carrying

Value

Gross

Carrying

Amount (1)

Accumulated

Amortization (1)

Net

Carrying

Value

Lis

airbnb.txt

ting relationships

$

43

$

(16)

$

27

$

35

$

(13)

$

22

Trade names

33

(18)

15

33

(25)

8

Developed technology

23

(21)

2

—

—

—

Customer contacts

4

(4)

—

</t

airbnb.txt

d>

—

—

—

Other

10

(2)

8

9

(5)

4

Total intangible assets

$

113

$

(61)

$

52

$

77

$

(43)

$

34

(1)Excludes write off of intangible assets that have been fully
amortized.

Amortization expense related to intangible assets for the years ended
December 1, 2020, 2021, and 2022 was \$36.2 illion, \$23.7 illion, and
\$19.1 illion, respec

airbnb.txt

tively.

Estimated future amortization expense for intangible assets as of
December 1, 2022 was as follows (in millions):

  ---------------------------------------- -------- ----- -- -- --

  [Year Ending December 31,]{.underline}   Amount
  2023                                     \$       11
  2024                                     6
  2025                                     5
  2026                                     4
  2027                                     4
  Thereafter                               4
  Total future amortization expense        \$       34
  ---------------------------------------- -------- ----- -- -- --

89

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

*Goodwill*

The changes in the carrying amount of goodwill for the years ended
December 1, 2021 and 2022 were as follows (in millions):

  ------------------------------------------ -------- ------ -- -- --Amount

  Balance as of December 31, 2020            \$       656

  Foreign currency translation adjustments   \(3\)
  Balance as of December 31, 2021            653

  Foreign currency translation adjustments   \(3\)
  Balance as of December 31, 2022            \$       650
  ------------------------------------------ -------- ------ -- -- --

Note 7. Property and Equipment, Net

Property and equipment, net, consisted of the following (in millions):

  --------------------------------------------------------- -------------- ------ --------- ---- ------ -- -- --

                                                            December 31,

airbnb.txt

2021           2022
  Computer software and capitalized internal-use software   \$             175              \$   164
  Leasehold improvements                                    214                   152
  Computer equipment                                        57                    32
  Office furniture and equipment                            43                    23
  Buildings and land                                        17                    17
  Construction in progress                                  30                    45
  Total                                                     536                   433
  Less: Accumulated depreciation and amortization           \(379\)               \(312\)
  Total property and equipment, net                         \$             157              \$   121
  --------------------------------------------------------- -------------- ------ --------- ---- ------ -- -- --

Depreciation expense relatedto property and equipment for the years
ended December 1, 2020, 2021, and 2022 was \$67.2 illion, \$85.6 illion,
and \$42.6 illion, respectively. During the years ended December 1,
2020, 2021, and 2022, amortization of capitalized internal-use software
costs was \$22.5 million, \$66.3 million, and \$27.6 million,
respectively.

The net carrying value of capitalized internal-use software as of
December 1, 2021 and 2022 was \$21.0 illion and \$8.6 illion,
respectively.

Note 8. Leases

The Company' material operating leases consist of office space and data
center space. The Company' leases generally have remaining terms of one
to 16 years, some of which include one or more options to extend the
leases up to 10 years. Additionally, some lease contracts include
termination options. Generally, the lease term is the minimum of the
non-cancelable period of the lease or the lease term inclusive of
reasonably certain renewal periods. Sublease income was immaterial for
the years ended December 1, 2020, 2021, and 2022.

The components of lease cost were as follows (in millions):

  -------------------------- ------------------------ ------ ------ ---- ------ -- ---- ----- -- -- --

airbnb.txt

Year Ended December 1,
                             2020                     2021   2022
  Operating lease cost(1)    \$                       91            \$   83        \$   77
  Short-term lease cost(1)   1                               3           2

  Variable lease cost(1)     12                              14          17

  Lease cost, net(2)         \$                       104           \$   100       \$   96
  -------------------------- ------------------------ ------ ------ ---- ------ -- ---- ----- -- -- --

(1)Classified within operations and support, product development, sales
and marketing, and general and administrative expenses in the
consolidated statements of operations.

(2)Lease costs do not include lease impairments due to restructuring.
Refer to Note 17, *Restructuring*, for additional information.

Supplemental disclosures of cash flow information related to operating
lease liabilities were as follows (in millions):

  ---------------------------------------------------------------------------------------------------------------------- ------------------------ ------ ------ ---- ------- -- ---- ------ -- -- --

                                                                                Year Ended December 1,
                                                                                2020                     2021   2022
  Cash paid for operating leases                                                                                \$                       63            \$   92         \$   102Net impact of non-cash changes to right-of-use assets related to modifications and reassessments of operating leases   103                             18          \(5\)
  ---------------------------------------------------------------------------------------------------------------------- ------------------------ ------ ------ ---- ------- -- ---- ------ -- -- --

90

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

Lease term and discount rate were as follows:

  ----------------------------------------------- -------------- ------ ------ ---- -- -- -- --

                                                  December 31,
                                                  2021           2022
  Weighted-average remaining lease term (years)   7.2            6.0
  Weighted-average discount rate                  6.8            \%     7.0    \%
  ----------------------------------------------- -------------- ------ ------ ---

airbnb.txt

- -- -- -- --

Maturities of lease liabilities (excluding short-term leases) were as
follows as of December 1, 2022 (in millions):

  -------------------------------------------- --------- ------ -- -- --

  [Year Ending December 31,]{.underline}       Amount
  2023                                         \$        81
  2024                                         53
  2025                                         87
  2026                                         79
  2027                                         31
  Thereafter                                   128
  Total lease payments                         459
  Less: Imputed interest                       \(105\)
  Present value of lease liabilities           354
  Less: Current portion of lease liabilities   \(59\)
  Total long-term lease liabilities            \$        295
  -------------------------------------------- --------- ------ -- -- --

airbnb.txt

Note 9. Debt

The following table summarizes the Company' outstanding debt (in
millions, except percentages)):

As of

December 31, 2021

Effective

Interest ate

As of

December 31, 2022

Effective

Interest ate

Convertible senior notes due March 2026

$

2,000

0.2

%

$

2,000

0.2

%

Less: Unamortized debt discount and debt issuance costs

(17)
</

airbnb.txt

td>

(13)

Total long-term debt

$

1,983

$

1,987

*Convertible Senior Notes*

On March 8, 2021, the Company issued \$2.0 illion aggregate principal
amount of 0% convertible senior notes due 2026 (the \"2026 Notes\")
pursuant to an indenture, dated March 8, 2021 (the \"Indenture\"),
between the Company and U.S. Bank National Association, as trustee. The
2026 Notes were offered and sold in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended.

The 2026 Notes are senior unsecured obligations of the Company and will
not bear regular interest. The 2026 Notes mature on March 15, 2026,
unless earl

airbnb.txt

ier converted, redeemed, or repurchased. The proceeds, net of
debt issuance costs, were \$1,979.2 illion.

The initial conversion rate for the 2026 Notes is 3.4645 shares of the
Company\'s Class A common stock per \$1,000 principal amount of 2026
Notes, which is equivalent to an initial conversion price of
approximately \$288.64 per share of the Class A common stock. The
conversion rate and conversion price are subject to customary
adjustments under certain circumstances in accordance with the terms of
the Indenture.

The 2026 Notes will be convertible at the option of the holders before
December 15, 2025 only upon the occurrence of certain events, and from
and after December 15, 2025, at any time at their election until the
close of business on the second scheduled trading day immediately
preceding March 15, 2026, only under certain circumstances. Upon
conversion, the Company may satisfy its conversion obligation by paying
or delivering, as applicable, cash, shares of the Company' Class A
common stock, or a combination of cash and shares of the Company' Class
A common stock, at the Company' election, based on the applicable
conversion rate. In addition, if certain corporate eventsthat
constitute a make-whole fundamental change (as defined in the Indenture)
occur, then the conversion rate will, in certain circumstances, be
increased for a specified period of time. Additionally, in the event of
a corporate event constituting a fundamental change (as defined in the
Indenture), holders of the 2026 Notes may require the Company to
repurchase all or a portion of their 2026 Notes at a repurchase price
equal to 100% of the principal amount of the Notes being repurchased,
plus accrued and unpaid special interest or additional interest, if any,
to, but excluding, the date of the fundamental change repurchase.

Debt issuance costs related to the 2026 Notes totaled \$20.8 illion and
were comprised of commissions payable to the initial purchasers and
third-party offering costs and are amortized to interest expense using
the effective interest method over the contractual term. For the years
ended December 1, 2021 and 2022, interest expense was \$3.4 illion and
\$4.2 million, respectively.

As of December 1, 2022, the if-converted value of the 2026 Notes did not
exceed the outstanding principal amount.

As of December 1, 2022 the total estimated fair value of the 2026 No

airbnb.txt

tes
was \$1.7 billion and was determined based on a market approach using
actual bids and offers of the 2026 Notes in an over-the-counter market
on the last trading day of the period, or Level 2 inputs.

91

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

*Capped Calls*

On March 3, 2021, in connection with the pricing of the 2026 Notes, the
Company entered into privately negotiated capped call transactions (the
"apped Calls" with certain of the initial purchasers and other financial
institutions (the \"option counterparties\") at a cost of
\$100.2 illion. The Capped Calls cover, subject to customary
adjustments, the number of shares of Class A common stock initially
underlying the 2026 Notes. By entering into the Capped Calls, the
Company expects to reduce the potential dilution to its Class A common
stock (or, in the event a conversion of the 2026 Notes is settled in
cash, to reduce its cash payment obligation) in the event that at the
time of conversion of the 2026 Notes its common stock price exceeds the
conversion price of the 2026 Notes. The cap price of the Capped Calls
was \$360.80 per share of Class A common stock, which represented a
premium of 100% over the last reported sale price of the Class A common
stock of \$180.40 per share on March 3, 2021, subject to certain
customary adjustments under the terms of the Capped Calls.

The Capped Calls meet the criteria for classification in equity, are not
remeasured each reporting period, and are included as a reduction to
additional paid-in-capital within stockholders'equity.

*Term Loans*

In April 2020, the Company entered into a \$1.0 billion First Lien
Credit and Guaranty Agreement (the "irst Lien Credit Agreement,"and the
loans thereunder, the "irst Lien Loan", resulting in proceeds of
\$961.4 illion, net of debt discount and debt issuance costs of
\$38.6 illion. The loan was due and payable in April 2025 and could be
repaid in whole or in part at the Company' option, subject to applicable
prepayment premiums and make-whole premiums. Beginning in September
2020, the Company was required to repay the First Lien Loan in quarterly
installments equal to 0.25% of the \$1.0 billion aggregate principal
amount of the First Lien Loan, with the remaining principal amount
payable on the maturity date.

Also in April 2020, the Company entered into a \$1.0 billi

airbnb.txt

on Second Lien
Credit and Guaranty Agreement (the "econd Lien Credit Agreement,"and the
loans thereunder, the "econd Lien Loan", resulting in net proceeds of
\$967.5 illion, net of debt discount and debt issuance costs of
\$32.5 illion. The loan was due and payable in July 2025 and could be
repaid in whole or in part, subject to applicable prepayment premiums,
make-whole premiums, and the priority of lenders under the First Lien
Credit Agreement over any proceeds the Company receives from the sale of
collateral.

In March 2021, the Company repaid the principal amount outstanding of
\$1,995.0 illion under the First Lien Loan and Second Lien Loan, which
resulted in a loss of extinguishment of debt of \$377.2 illion,
including early redemption premiums of \$212.9 illion and a write-off of
\$164.3 illion of unamortized debt discount and debt issuance costs. The
loss on extinguishment of debt was included in interest expense in the
consolidated statements of operations. Additionally, the Company
incurred third-party costs, principally legal and administrative fees,
of \$0.1 illion relating to the extinguishment of the loans.

The debt discount and debt issuance costs were amortized to interest
expense using the effective interest rate method. For the year ended
December 1, 2021, interest expense of \$41.3 million was recorded for
the First Lien and Second Lien Loans relating to the contractual
interest and amortization of the debt discount and debt issuance costs.

The First Lien Loan and the Second Lien Loan were unconditionally
guaranteed by certain of the Company' domestic subsidiaries and were
both secured by substantially all the assets of the Company and
subsidiary guarantors.

In connection with the Second Lien Loan, the Company issued warrants to
purchase 7,934,794 shares of Class A common stock with an initial
exercise price of \$28.355 per share, subject to adjustment upon the
occurrence of certain specified events, to the Second Lien Loan lenders.
The warrants expire on April 7, 2030 and the exercise price can be paid
in cash or in net shares at the holder' option. The fair value of the
warrants at issuance was \$116.6 million and was recorded as a liability
in accrued expenses and other current liabilities on the consolidated
balance sheet with a corresponding debt discount recorded against the
Second Lien Loan. The warrant liability was remeasured to

airbnb.txt

fair value at
each reporting date for as long as the warrants remained outstanding and
unexercised with changes in fair value recorded in other income
(expense), net in the consolidated statements of operations. As of
December 31, 2020, the fair value of the warrant totaled \$985.2
million. On March 30, 2021, the Company amended the anti-dilution
feature in the warrant agreements, which resulted in a change in
classification from liability to equity. Accordingly, the Company
recorded \$292.0 million in other expense during the first quarter of
2021. The liability balance of \$1.3 billion was then reclassified to
equity as the amended warrants met the requirements for equity
classification.

*2020 Credit Facility*

In November 2020, the Company entered into a five-year secured revolving
Credit and Guarantee Agreement, which provided for initial commitments
from a group of lenders led by Morgan Stanley Senior Funding, Inc. of
\$500.0 million ("020 Credit Facility". The 2020 Credit Facility
provided a \$200.0 million sub-limit for the issuance of letters of
credit and had a commitment fee of 0.15% per annum on any undrawn
amounts, payable quarterly in arrears. Outstanding letters of

airbnb.txt

credit
totaled \$15.9 illion as of December 1, 2021. Remaining letters of
credit under the 2020 Credit Facility were transferred to new issuers
upon the termination of the 2020 Credit Facility.

*2022 Credit Facilit*y

On October 31, 2022, the Company terminated the 2020 Credit Facility and
entered into a five-year unsecured Revolving Credit Agreement, which
provides for initial commitments by a group of lenders led by Morgan
Stanley Senior Funding, Inc. of \$1.0 billion ("022 Credit Facility".
The 2022 Credit Facility provides a \$200.0 million sub-limit for the
issuance of letters of credit. The 2022 Credit Facility has a commitment
fee based on ratings and leverage ratios with amounts that range from
0.10% to 0.20% per annum on any undrawn amounts, payable quarterly in
arrears. Interest on borrowings is based on ratings and leverage ratios
with amounts that range from (i) in the case of the Secured Overnight
Financing Rate ("OFR" borrowings, 1.0% to 1.5%, plus SOFR, subject to a
floor of 0.0%, or (ii) in the case of base rate

92

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

borrowings, 0.0% to 0.5%; plus the greatest of (a)

airbnb.txt

the rate of interest
in effect for such day by Morgan Stanley Senior Funding, Inc. as its
"rime rate" (b) the federal funds effective rate plus 0.5%; and (c) SOFR
for a one-month period plus 1.0%. Outstanding balances may be repaid
prior to maturity without penalty. The 2022 Credit Facility contains
customary events of default, affirmative and negative covenants,
including restrictions on the Company' and certain of its
subsidiaries'ability to incur debt and liens, undergo fundamental
changes, as well as certain financial covenants. The Company was in
compliance with all financial covenants as of December 1, 2022. As of
December 1, 2022, no amounts were drawn under the 2022 Credit Facility
and outstanding letters of credit totaled \$28.5 million.

Note 10. Stockholders'Equity

*Common Stock*

The Company' restated certificate of incorporation authorizes the
Company to issue 2.0 billion hares of Class  common stock and 710.0
million hares of Class  common stock. Both classes of common stock have
a par value of \$0.0001 per share. Class  common stock is entitled to
one vote per share and Class  common stock is entitled to 20 votes per
share. A share of Class B common stock is convertible into a share of
Class A common stock voluntarily at any time by the holder, and will
convert automatically into a share of Class A common stock upon the
earlier of (a) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 80% of
the outstanding shares of Class B common stock at the time of such vote
or consent, voting as a separate series, and (b) the 20-year anniversary
of the closing of the IPO. In addition, with certain exceptions as
further described in the Company\'s restated certificate of
incorporation, transfers of Class B common stock will result in the
conversion of such share of Class B common stock into a share of Class A
common stock.

Under the Company' restated certificate of incorporation, the Company is
also authorized to issue 2.0 billion shares of Class C common stock and
26.0 million shares of Class H common stock. Each share of Class C
common stock is entitled to no votes and will not be convertible into
any other shares of the Company' capital stock. Each share of Class H
common stock is entitled to no votes and will convert into a share of
Class A common stock on a share-for-share basis upon the

airbnb.txt

sale of such
share of Class H common stock to any person or entity that is not the
Company' subsidiary.

*Class A Common Stock Warrants*

As described above in Note 9, *Debt*, in connection with the Second Lien
Loan entered into in April 2020, the Company issued warrants to purchase
7,934,794 shares of Class A common stock with an initial exercise price
of \$28.355 per share, subject to adjustment upon the occurrence of
certain specified events, to the Second Lien Loan lenders.

*Share Repurchase*

On August , 2022, the Company announced its board of directors approved
a share repurchase program with authorization to purchase up to
\$2.0 illion of the Company\'s Class A common stock at management'
discretion (the "hare Repurchase Program". The Share Repurchase Program
does not have an expiration date, does not obligate the Company to
repurchase any specific number of shares, and may be modified,
suspended, or terminated at any time at the Company' discretion. During
the year ended December 1, 2022, the Company repurchased and
subsequently retired 13.8 million shares of common stock for \$1.5
billion. As of December 1, 2022, the Company had \$500.0 million
available to repurchase shares pursuant to the Share Repurchase Program.

Note 11. Stock-Based Compensation

*Stock-Based Compensation Expense*

The following table summarizes total stock-based compensation expense
(in millions):

  ---------------------------------- ------------------------- -------- ------ ---- ------ -- ---- ------ -- -- --

                                     Year Ended December 31,
                                     2020                      2021     2022
  Operations and support             \$                        144             \$   49        \$   63
  Product development                1,880                              545         548
  Sales and marketing                435                                100         114
  General and administrative         544                                205         205

airbnb.txt

Stock-based compensation expense   \$                        3,003           \$   899       \$   930
  ---------------------------------- ------------------------- -------- ------ ---- ------ -- ---- ------ -- -- --

Prior to December 9, 2020, no stock-based compensation expense had been
recognized for certain awards with a liquidity-event performance-based
vesting condition based on the occurrence of a qualifying event, as such
qualifying event was not probable. Upon the Company\'s initial public
offering, the liquidity event performance-based condition was met and
\$2.8 billion of stock-based compensation expense was recognized related
to these awards.

The Company recognized an income tax benefit of \$39.9 million, \$35.6
million, and \$19.0 million in the consolidated statements of operations
for stock-based compensation arrangements in the years ended December 1,
2020, 2021, and 2022, respectively.

*Equity Incentive Plans*

*2018 Equity Incentive Plan*

93

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

In 2018, the Company adopted the 2018 Equity Incentive Plan (the "018
Plan" to replace

airbnb.txt

the 2008 Equity Incentive Plan (the "008 Plan". A total
of 50.0 illion shares of Class  common stock were reserved for issuance
under the 2018 Plan and the 13.2 illion shares remaining for issuance
under the 2008 Plan were added to the number of shares available under
the 2018 Plan. The expiration of the 2008 Plan had no impact on the
terms of outstanding awards under that plan. All unvested equity
canceled under the 2008 Plan were added to the 2018 Plan and made
available for future issuance.

*Assumed Equity Incentive Plan*

In connection with the acquisition of HotelTonight in 2021, the Company
assumed stock options and RSUs under HotelTonight' equity incentive plan
(the "ssumed Equity Incentive Plan". As of December 1, 2021, a total of
98,093 shares of the Company' Class  common stock were issuable upon
exercise of outstanding options under the Assumed Equity Incentive Plan,
with weighted-average exercise price of \$22.67 per share. In addition,
as of December 1, 2021, a total of 3,512 RSUs were issued and
outstanding under the Assumed Equity Incentive Plan. No additional stock
options or RSUs may be granted under the Assumed Equity Incentive Plan.

*2020 Incentive Award Plan*

airbnb.txt

In 2020, the Company adopted the 2020 Incentive Award Plan (the "020
Plan,"and together with the 2008 Plan, 2018 Plan, and the Assumed Equity
Incentive Plan, the "lans". Under the 2020 Plan, 62,069,613 shares of
Class A common stock were initially reserved for issuance. The number of
shares initially reserved for issuance pursuant to awards under the 2020
Plan will be increased by (i) the number of shares subject to awards
outstanding under the 2008 Plan, Assumed Equity Incentive Plan, and 2018
Plan as of the effective date of the 2020 Plan that subsequently
terminate, are exchanged for cash, surrendered or repurchased, or are
tendered or withheld to satisfy any exercise price or tax withholding
obligations and (ii) an annual increase on the first day of each year
beginning in 2022 and ending in 2030, equal to the lesser of (A) 5% of
the shares of all series of the Company' common stock outstanding on the
last day of the immediately preceding year and (B) such smaller number
of shares of stock as determined by the Company' board of directors;
provided, however, that no more than 371,212,920 shares of stock may be
issued upon the exercise of incentive stock options.

*Stock Optionand Restricted Stock Unit Activity*

The fair value of each stock option award is estimated on the date of
grant using the Black-Scholes option-pricing model using the range of
assumptions in the following table:

  ------------------------- ------------------------- --------------- --------------- -- ------ -- -- -- -- -- --

                            Year Ended December 31,
                            2020                      2021            2022
  Expected term (years)     5.1  .0                    .0             6.1
  Risk-free interest rate   0.5%  .5%                 1.1% - 1.5%     0.3% - 2.2%
  Expected volatility       39.1% - 43.6%             44.2% - 44.9%   48.6% - 58.4%
  Expected dividend yield   ---                                       ---                ---
  ------------------------- ------------------------- --------------- --------------- -

airbnb.txt

- ------ -- -- -- -- -- --

A summary of stock option and RSU activity under the Plans was as
follows (in millions, except per share amounts):

Outstanding

Stock Options

Outstanding

Restricted tock nits

Shares

Available or

Grant

Number f

Shares

Weighted-

Average

Exercise

Price

Number f

Shares

Weighted-

Average

Grant

Date Fair

Value

airbnb.txt

Balances as of December 31, 2020

86

41

$

12.48

48

$

40.01

Granted(1)

(10)

1

191.08

9

181.15

Shares withheld for taxes

1

—

—

</

airbnb.txt

td>

(1)

66.99

Exercised/Vested

—

(18)

7.77

(15)

57.05

Canceled

4

—

56.69

(4)

64.32

Balances as of December 31, 2021

81

24

19.69

37

61.22

airbnb.txt

Granted

(13)

1

161.70

12

135.09

Increase in shares available for grant

32

—

—

—

—

Shares withheld for taxes

5

—

—

(5)

80.98

Exercised/Vested

—

(3)

14.32

<

airbnb.txt

/td>

(7)

83.12

Canceled

3

—

95.93

(3)

101.58

Balances as of December 31, 2022

108

22

$

23.41

34

$

77.07

(1)There were no options or RSUs that were granted from the Assumed
Equity Incentive Plan for the year ended December 1, 2021.

94

Airbnb, Inc.

Notes to Consolidated Financial Statements

<

airbnb.txt

/td>

Number of

Shares

Weighted-

Average

Exercise

Price

Weighted-

Average

Remaining

Contractual

Life (years)

Aggregate

Intrinsic

Value

Options outstanding as of December 31, 2021

24

$

19.69

3.66

$

3,555

Options exercisable as of December 31, 2021

<t

airbnb.txt

d>
21

13.28

2.90

3,207

Options outstanding as of December 31, 2022

22

23.41

2.78

1,432

Options exercisable as of December 31, 2022

20

17.01

2.27

1,380

During the years ended December 1, 2020, 2021, and 2022, the
weighted-average fair value of stock options granted under the Plans was
\$15.42, \$96.50, and \$79.75 per share, respectively. During the years
ended December 1, 2020, 2021, and 2022, the aggregate intrinsic value of
stock options exercised was \$476.0 illion, \$2,824.9 illion, and
\$326.0 illion, respectively, and the total grant-date fair value of
stock options that vested was \$44.4

airbnb.txt

illion, \$45.9 illion, and
\$45.0 illion, respectively.

As of December 1, 2022, there was \$78.0 illion, of total unrecognized
compensation cost related to stock option awards granted under the lans.
The unrecognized cost as of December 1, 2022 is expected to be
recognized over a weighted-average period of 2.58 years.

*Restricted Stock Awards*

The Company has granted RSAs to certain continuing employees, primarily
in connection with acquisitions. Vesting of this stock is primarily
dependent on a service-based vesting condition that generally becomes
satisfied over a period of four years. The Company has the right to
repurchase or cancel shares for which the vesting condition is not
satisfied.

Unvested RSAs as of December 1, 2020, 2021, and 2022 was 0.7 million,
0.6 million, and 0.4 million shares, respectively, with weighted-average
grant-date fair value of \$62.33, \$62.32, and \$62.33 per share,
respectively. Activities related to the Company' RSAs were not material
for the years ended December 1, 2020, 2021, and 2022.

*Restricted Stock Units*

RSUs are measured at the fair market value of the underlying stock at
the grant date and the expense is recognized over the requisi

airbnb.txt

te service
period. The service-based vesting condition for these awards is
generally satisfied over four years.

*2020 Employee Stock Purchase Plan*

In December 2020, the Company' board of directors adopted the ESPP. The
maximum number of shares of Class A common stock authorized for sale
under the ESPP is equal to the sum of (i) 4.0 million shares of Class A
common stock and (ii) an annual increase on the first day of each year
beginning in 2022 and ending in 2030, equal to the lesser of (a) 1% of
shares of Class A common stock (on an as converted basis) on the last
day immediately preceding year and (b) such number of shares of common
stock as determined by the board of directors; provided, however, that
no more than 89.8 million shares may be issued under the ESPP. As of
December 1, 2021 and 2022, the Company had reserved 3.0 million and 8.9
million shares for future issuance under the ESPP. The Company estimates
the fair value of shares to be issued under the ESPP based on a
combination of options valued using the Black-Scholes option-pricing
model. The Company recorded stock-based compensation expense related to
the ESPP of \$105.9 illion and \$32.6 illion for the years ended

airbnb.txt

December 1, 2021, and 2022, respectively.

During the year ended December 1, 2021, 0.9 million shares of common
stock were purchased under the ESPP at a weighted-average price of
\$59.11 per share, resulting in net cash proceeds of \$50.6 million.
During the year ended December 1, 2022, 0.5 million shares of common
stock were purchased under the ESPP at a weighted-average price of
\$95.90 per share, resulting in net cash proceeds of \$47.5 million.

Note 12. Commitments and Contingencies

*Commitments*

The Company has commitments including purchase obligations for
web-hosting services and other commitments for brand marketing. The
following table presents these non-cancelable commitments and
obligations as of December 1, 2022 (in millions):

Total

Less han

1 ear

1 o  ears

3 o  ears

More han

5 ears

airbnb.txt

Purchase obligations

$

1,068

$

137

$

517

$

414

$

—

Other commitments

232

37

76

79

40

Total

$

1,300

$

174

$

593

$

493

$

40

Purchase commitments include amounts related to the Company' commercial
agreement with a data hosting services provider, pursuant to which the
Company committed to spend an aggregate of at l

airbnb.txt

east \$941.7 million for
vendor services through 2027.

*Extenuating Circumstances Policy*\
\
In March 2020, the Company applied its extenuating circumstances policy
to cancellations resulting from COVID-19. That policy provides

95

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

customers with greater flexibility to cancel reservations that are
disrupted by epidemics, natural disasters, and other emergencies.
Specifically, accommodation bookings made by guests on or before March
14, 2020 have so far been covered by the policy and may be canceled
before check-in. To support Hosts impacted by elevated guest
cancellations under that policy, the Company committed up to
\$250 illion for Hosts, and had a remaining reserve balance of
\$33.9 illion as of December 1, 2022. The reservations eligible for this
\$250 illion Host program were defined as reservations made on or before
March 14, 2020 with a check-in date between March 14, 2020 and May 31,
2020. For these reservations, eligible Hosts are entitled to receive 25%
of the amount they would have received from guests under the Host'
cancellation policies. These payments are accounted for as consideration
paid to a customer and as such, primarily result in a reduction to
revenue. Under this policy, the Company recorded payments, primarily to
Hosts, excluding Superhosts, of \$205.1 illion, \$5.6 illion and
\$2.9 illion for the years ended December 1, 2020, 2021, and 2022,
respectively, in its consolidated statement of operations.\
\
*Lodging Tax Obligations and Other Non-Income Tax Matters*\
\
Some states and localities in the United States and elsewhere in the
world impose transient occupancy or lodging accommodations taxes
("odging Taxes" on the use or occupancy of lodging accommodations or
other traveler services. As of December 1, 2022, the Company collects
and remits Lodging Taxes in approximately 32,000 jurisdictions on behalf
of its Hosts. Such Lodging Taxes are generally remitted to tax
jurisdictions within a 30 to 90-day period following the end of each
month.\
\
As of December 1, 2021 and 2022, the Company had an obligation to remit
Lodging Taxes collected from guests on bookings in these jurisdictions
totaling \$180.8 illion and \$250.6 illion, respectively. These payables
were recorded in accrued expenses and other current liabilities on the
consolidat

airbnb.txt

ed balance sheets.\
\
In jurisdictions where the Company does not collect and remit Lodging
Taxes, the responsibility for collecting and remitting these taxes
primarily rests with Hosts. he Company has estimated liabilities in a
certain number of jurisdictions with respect to state, city, and local
taxes related to lodging where management believes it is probable that
the Company can be held jointly liable with Hosts for taxes and the
related amounts can be reasonably estimated. As of December 1, 2021 and
2022, accrued obligations related to these estimated taxes, including
estimated penalties and interest, totaled \$57.3 illion and
\$70.6 illion, respectively. With respect to lodging and related taxes
for which a loss is probable or reasonably possible, the Company is
unable to determine an estimate of the possible loss or range of loss
beyond the amounts already accrued.\
\
The Company' potential obligations with respect to Lodging Taxes could
be affected by various factors, which include, but are not limited to,
whether the Company determines, or any tax authority asserts, that the
Company has a responsibility to collect lodging and related taxes on
either historical or future transactions or by the introduction of new
ordinances and taxes which subject the Company' operations to such
taxes. Accordingly, the ultimate resolution of Lodging Taxes may be
greater or less than reserve amounts that the Company has recorded.\
\
The Company is currently involved in disputes brought by certain states
and localities involving the payment of Lodging Taxes. These
jurisdictions are asserting that the Company is liable or jointly liable
with Hosts to collect and remit Lodging Taxes. These disputes are in
various stages and the Company continues to vigorously defend these
claims. The Company believes that the statutes at issue impose a Lodging
Tax obligation on the person exercising the taxable privilege of
providing accommodations, or the Company' Hosts.\
\
The imposition of such taxes on the ompany could increase the cost of a
guest booking and potentially cause a reduction in the volume of
bookings on the Company' platform, which would adversely impact
the ompany' results of operations. The ompany will continue to monitor
the application and interpretation of lodging and related taxes and
ordinances and will adjust accruals based on any new information or
further dev

airbnb.txt

elopments.\
\
The Company is under audit and inquiry by various domestic and foreign
tax authorities with regard to non-income tax matters. The subject
matter of these contingent liabilities primarily arises from the
Company' transactions with its customers, as well as the tax treatment
of certain employee benefits and related employment taxes. In
jurisdictions with disputes connected to transactions with customers,
disputes involve the applicability of transactional taxes (such as
sales, value-added, and similar taxes) to services provided, as well as
the applicability of withholding tax on payments made to such Hosts. Due
to the inherent complexity and uncertainty of these matters and judicial
processes in certain jurisdictions, the final outcomes may exceed the
estimated liabilities recorded.\
\
During the years ended December 1, 2020, 2021, and 2022, the Company
recorded, including interest, \$16.3 illion of tax expense,
\$10.1 illion of tax benefit, and \$10.3 illion of tax expense, related
to estimated Hosts'withholding tax obligations, respectively. As of
December 1, 2021 and 2022, the Company accrued a total of \$124.2 illion
and \$134.6 illion of estimated tax liabilities,including interest,
related to Hosts'withholding tax obligations, respectively.\
\
The Company has identified reasonably possible exposures related to
withholding income taxes, transactional taxes, and business taxes, and
has not accrued for these amounts since the likelihood of the contingent
liability is less than probable. The Company estimates that the
reasonably possible loss related to these matters in excess of the
amounts accrued is between \$250.0 illion and \$280.0 illion; however,
no assurance can be given as to the outcomes and the Company could be
subject to significant additional tax liabilities.\
\
With respect to all other withholding tax on payments made to Hosts and
transactional taxes for which a loss is probable or reasonably possible,
the Company is unable to determine an estimate of the possible loss or
range of loss beyond the amounts already accrued.\
\
In addition, as of December 1, 2021 and 2022, the Company accrued a
total of \$33.6 illion and \$32.6 illion of estimated tax liabilities
related to employment taxes on certain employee benefits, respectively.
Refer to Note 13, *Income Taxes,* for further discussion on other tax
matters.

96

Airbnb, Inc.

N

airbnb.txt

otes to Consolidated Financial Statements

  -- -- --

  -- -- --

\
The Company is subject to regular payroll tax examinations by various
international, state, and local jurisdictions. Although management
believes its tax withholding remittance practices are appropriate, the
Company may be subject to additional tax liabilities, including interest
and penalties, if any tax authority disagrees with the Company'
withholding and remittance practices, or if there are changes in laws,
regulations, administrative practices, principles, or interpretations
related to payroll tax withholding in the various state and local
jurisdictions.\
\
*Legal and Regulatory Matters*\
\
The Company has been and is currently a party to various legal and
regulatory matters arising in the normal course of business. uch
proceedings and claims, even if not meritorious, can require significant
financial and operational resources, including the diversion of
management' attention from the Company' business objectives.

*Regulatory Matters*

\
The Company operates in a complex legal and regulatory environment and
its operations are subject to various U.S. and foreign laws, rules, and
regulations,including those related to: Internet activities; short-term
rentals, long-term rentals and home sharing; real estate, property
rights, housing and land use; travel and hospitality; privacy and data
protection; intellectual property; competition; health and safety;
protection of minors; consumer protection; employment; payments, money
transmission, economic and trade sanctions, anti-corruption and
anti-bribery; taxation; and others. In addition, the nature of the
Company' business exposes it to inquiries and potential claims related
to the compliance of the business with applicable law and regulations.
In some instances, applicable laws and regulations do not yet exist or
are being applied, interpreted or implemented to address aspects of the
Company' business, and such adoption or interpretation could further
alter or impact the Company' business.\
\
In certain instances, the Company has been party to litigation with
municipalities relating to or arising out of certain regulations. In
addition, the implementation and enforcement of regulation can have an
impact on the Company' business.

*Intellectual Property*

The Company has been and is currently subject to claims relating to
i

airbnb.txt

ntellectual property, including alleged patent infringement. Adverse
results in such lawsuits may include awards of substantial monetary
damages, costly royalty or licensing agreements, or orders preventing
the Company from offering certain features, functionalities, products,
or services, and may also cause the Company to change its business
practices or require development of non-infringing products or
technologies, which could result in a loss of revenue or otherwise harm
its business. To date, the Company has not incurred any material costs
as a result of such cases and has not recorded any material liabilities
in its consolidated financial statements related to such matters.

*Litigation and Other Legal Proceedings*

The Company is currently involved in, and may in the future be involved
in, legal proceedings, claims, and government investigations in the
ordinary course of business. These include proceedings, claims, and
investigations relating to, among other things, regulatory matters,
commercial matters, intellectual property, competition, tax, employment,
pricing, discrimination, consumer rights, personal injury, and property
rights.

The Australian Competition and Consumer Commission ("CCC" commenced
proceedings against Airbnb, Inc. and Airbnb Ireland UC alleging that
Airbnb has breached the Australian Consumer Law by making false and
misleading representations, because certain users were shown prices and
charged in U.S. dollars versus Australian dollars. The Company disputes
the allegations of the ACCC.

Depending on the nature of the proceeding, claim, or investigation, the
Company may be subject to monetary damage awards, fines, penalties,
and/or injunctive orders. Furthermore, the outcome of these matters
could materially adversely affect the Company' business, results of
operations, and financial condition. The outcomes of legal proceedings,
claims, and government investigations are inherently unpredictable and
subject to significant judgment to determine the likelihood and amount
of loss related to such matters. While it is not possible to determine
the outcomes, the Company believes based on its current knowledge that
the resolution of all such pending matters will not, either individually
or in the aggregate, have a material adverse effect on the Company'
business, results of operations, financial condition, or cash flows.\
\
The Company es

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tablishes an accrued liability for loss contingencies
related to legal matters when a loss is both probable and reasonably
estimable. These accruals represent management' best estimate of
probable losses. Such currently accrued amounts are not material to the
Company' consolidated financial statements. However, management' views
and estimates related to these matters may change in the future, as new
events and circumstances arise and the matters continue to develop.
Until the final resolution of legal matters, there may be an exposure to
losses in excess of the amounts accrued. With respect to outstanding
legal matters, based on current knowledge, the amount or range of
reasonably possible loss will not, either individually or in the
aggregate, have a material adverse effect on the Company' business,
results of operations, financial condition, or cash flows. Legal fees
are expensed as incurred.

*Host Protections*

The Company offers AirCover coverage, which includes but is not limited
to, the Company' Host Damage Protection program that provides protection
of up to \$3.0 illion for direct physical loss or damage to a Host'
covered property caused by guests during a confirmed booking and when
the Host and guest are unable to resolve the dispute. The Company etains
risk and also aintains insurance from third parties on a per claim basis
to protect the Company' financial exposure under this program. In
addition, through third-party insurers and self-insurance mechanisms,
including a wholly-owned captive insurance subsidiary created during the
year ended December 31, 2019, the Company provides insurance overage for
third-party bodily injury or property damage liability claims that occur
during a stay.

97

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

The Company' Host Liability Insurance and Experiences Liability
Insurance consists of a commercial general liability policy, with Hosts
and the Company as named insureds and landlords of Hosts as additional
insureds. The Host Liability Insurance and Experiences Liability
Insurance provides primary coverage for up to \$1.0 illion per
occurrence, subject to a \$1.0 illion cap per listing location, and
includes various market standard conditions, limitations, and
exclusions.

*Indemnifications*\
\
The Company has entered into indemnification agreements with certain

airbnb.txt

of
its employees, officers and directors. The indemnification agreements
and the Company' Amended and Restated Bylaws (the "ylaws" require the
Company to indemnify its directors and officers and those employees who
have entered into indemnification agreements to the fullest extent not
prohibited by Delaware law. Subject to certain limitations, the
indemnification agreements and Bylaws also require the Company to
advance expenses incurred by its directors and officers and those
employees who have entered into indemnification agreements. No demands
have been made upon the Company to provide indemnification or
advancement under the indemnification agreements or the Bylaws, and
thus, there are no indemnification or advancement claims that the
Company is aware of that could have a material adverse effect on the
Company' business, results of operations, financial condition, or cash
flows.\
\
In the ordinary course of business, the Company has included limited
indemnification provisions in certain agreements with parties with whom
the Company has commercial relations, which provisions are of varying
scope and terms with respect to indemnification of certain matters,
which may include losses arising out of the Company' breach of such
agreements or out of intellectual property infringement claims made by
third parties. It is not possible to determine the maximum potential
loss under these indemnification provisions due to the limited history
of prior indemnification claims and the unique facts and circumstances
involved in each particular provision. To date, no significant costs
have been incurred, either individually or collectively, in connection
with the Company' indemnification provisions.

Note 13. ncome Taxes

The domestic and foreign components of income (loss) before income taxes
were as follows (in millions):

  ----------------------------------- ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --

                                      Year Ended December 31,
                                      2020                      2021      2022
  Domestic                            \$                        (4,510)

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\$   \(390\)      \$   1,820
  Foreign                             \(172\)                             90          169
  Income (loss) before income taxes   \$                        (4,682)          \$   \(300\)      \$   1,989
  ----------------------------------- ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --

The components of the provision for (benefit from) income taxes were as
follows (in millions):

  ---------------------------------------------------------- ------------------------- -------- ------ ---- ------- -- ---- ----- -- -- --

                                                             Year Ended December 31,
                                                             2020                      2021     2022
  Current
  Federal\$                        \(91\)          \$   5          \$   19
  State                                                      \(1\)                              2           10
  Foreign                                                    15                                 34          68
  Total current provision for (benefit from) income taxes    \(77\)                             41          97
  Deferred
  Federal                                                    ---                                ---         ---
  State                                                      ---                                ---         ---
  Foreign                                                    \(20\)                             11          \(1\)
  Total deferred provision for (benefit from) income taxes   \(20\)                             11          \(1\)Total provision for (benefit from) income taxes            \$                        \(97\)          \$   52         \$   96
  ---------------------------------------------------------- ------------------------- -------- ------ ---- ------- -- ---- ----- -- -- --

98

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

The following is a reconciliation of the statutory federal income tax
rate to the Company' effective tax rate:

  ------------------------------------------------------------------- ------------------------- ------ --------- ---- ------- ---- -- -- -- -- --

                                                                      Year Ended December 31,
                                                                      2020                      2021   2022
  Expected income tax expense at federal statutory rate               21.0                      \%     21.

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0      \%   21.0    \%
  State taxes, net of federal benefits                                ---                              (0.7)          0.4
  Foreign tax rate differential                                       (0.5)                            (5.1)          1.0
  Stock-based compensation                                            7.1                              282.4          (6.9)

  Deferred tax impacts of restructuring                               6.5                              (9.7)          ---
  Other statutorily non-deductible expenses                           (0.3)                            (1.1)          0.3
  Non-deductible warrant revaluations                                 (3.9)                            (20.4)         (0.1)
  Research and development credits                                    4.3                              51.0           (4.7)
  Uncertain tax positions---rior year positions                       (0.1)                            (3.1)          0.1
  Uncertain tax positions---urrent year positions                     (0.2)                            (1.0)          0.8
  US tax on foreign income, net of allowable credits and deductions   ---                              ---            0.7
  Foreign-derived intangible income deduction                         ---                              ---            (1.9)
  Other                                                               0.3                              1.3            0.1
  Change in valuation allowance                                       (32.1)                           (331.9)        (6.0)
  Effective tax rate                                                  2.1                       \%     (17.3)    \%   4.8     \%
  ------------------------------------------------------------------- ------------------------- ------ --------- ---- ------- ---- -- -- -- -- --

For the year ended December 1, 2020, the difference in

airbnb.txt

the Company'
effective tax rate and the U.S. federal statutory tax rate was primarily
due to the Company' tax impact of restructuring and the IPO, and the
Company' full valuation allowance on its U.S. deferred tax assets. The
Coronavirus Aid, Relief, and Economic Security Act ("ARES Act" was
enacted by the United States on March 27, 2020. The CARES Act contains
certain tax provisions, including provisions that retroactively and/or
temporarily suspend or relax in certain respects the application of
certain provisions in the Act, such as the limitations on the deduction
of net operating losses and interest. For the year ended December 1,
2020, the Company recorded a benefit of \$95.6 illion related to the
carryback of its 2020 net operating loss.

For the year ended December 1, 2021, the difference in the Company'
effective tax rate and the U.S. federal statutory tax rate was primarily
due to the jurisdictional mix of earnings, excess tax benefits related
to stock-based compensation, and the Company' full valuation allowance
on its U.S. deferred tax assets.

For the year ended December 1, 2022, the difference in the Company'
effective tax rate and the U.S. federal statutory tax ratewas primarily
due to excess tax benefits related to stock-based compensation, research
and development credits, and the Company' full valuation allowance on
its U.S. deferred tax assets.

The components of deferred tax assets and liabilities consisted of the
following (in millions):

  -------------------------------------------- -------------- -------- --------- ---- -------- -- -- --

                                               December 31,
                                               2021           2022
  Deferred tax assets:
  Net operating loss carryforwards             \$             1,988              \$   1,539
  Tax credit carryforwards                     568                     664
  Accruals and reserves                        106                     123
  Non-income tax accruals                      65                      68

airbnb.txt

Stock-based compensation                     157                     111
  Operating lease liabilities                  87                      73
  Intangible assets                            210                     188
  Capitalized research and development costs   ---                     413
  Other                                        155                     37
  Gross deferred tax assets                    3,336                   3,216
  Valuation allowance                          (3,264)                 (3,166)
  Total deferred tax assets                    72                      50
  Deferred tax liabilities:
  Property and equipment basis differences     \(8\)                   \(9\)
  Operating lease assets                       \(49\)                  \(23\)
  Other                                        ---                     \(2\)
  Total deferred tax liabilities               \(57\)                  \(34\)
  Total net deferred tax assets                \$             15                 \$   16
  -------------------------------------------- -------------- -------- --------- ---- -------- -- -- --

99

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

For the year ended December 1, 2021, the increase in the Company'
valuation allowance compared to the prior year was primarily due to the
2021 net operating loss, an increase in tax credits generated, and
business interest expenses subject to limitation. For the year ended
December 1, 2022, the decrease in the Company' valuation allowance
compared to the prior year was primarily due to the utilization of net
operating losses, business interest deductions subject to limitation in
prior years, and stock-based compensation deductions, partially offset
by capitalized research and development costs under Section 174.

In determining the need for a valuation allowance, the Company weighs
both positive and negative evidence in the various jurisdictions in

airbnb.txt

which it operates to determine whether it is more likely than not that
its deferred tax assets are recoverable. The Company regularly assesses
all available evidence, including cumulative historic losses and
forecasted earnings. Due to cumulative losses in the U.S. during the
prior three years, including tax deductible stock compensation, and
based on all available positive and negative evidence, the Company does
not believe it is more likely than not that its U.S. deferred tax assets
will be realized as of December 31, 2022. Accordingly, a full valuation
allowance has been established in the United States, and no deferred tax
assets and related tax benefit have been recognized in the financial
statements. However, given the Company' current earnings and anticipated
future earnings, the Company believes that there is a reasonable
possibility that sufficient positive evidence may become available in a
future period to allow the Company to reach a conclusion that the U.S.
valuation allowance will no longer be needed. Release of the valuation
allowance would result in the recognition of material U.S. federal and
state deferred tax assets and a corresponding decrease to income tax
expense in the period the release is recorded. The exact timing and
amount of the valuation allowance release are subject to change on the
basis of the level of sustained U.S. profitability that the Company is
able to actually achieve, as well as the amount of tax deductible stock
compensation dependent upon the Company' publicly traded share price,
foreign currency movements, and macroeconomic conditions, among other
factors.

There is no valuation allowance in certain foreign jurisdictions in
which it is more likely than not that deferred tax assets will be
realized.

The Company' policy with respect to its undistributed foreign
subsidiaries'earnings is to consider those earnings to be indefinitely
reinvested. The Company has not provided for the tax effect, if any, of
limited outside basis differences of its foreign subsidiaries. The
determination of the future tax consequences of the remittance of these
earnings is not practicable.

As of December 1, 2021 and 2022, the Company had net operating loss
carryforwards for federal income tax purposes of \$8.8 billion and \$6.8
billion, respectively. Certain of the Company' federal net operating
loss carryforwards will expire, if not util

airbnb.txt

ized, beginning in 2031. As
of December 1, 2021 and 2022, the Company had federal research and
development tax credit carryforwards of \$491.2 million and \$578.5
million, respectively. The research and development tax credits will
expire beginning in 2038 if not utilized.

As of December 1, 2021 and 2022, the Company had net operating loss
carryforwards for state income tax purposes of \$5.5 billion and \$4.8
billion, respectively. Certain of the Company' state net operating loss
carryforwards will expire, if not utilized, beginning in 2025. As of
December 1, 2021 and 2022, the Company had state research and
development carryforwards and enterprise zone tax credit carryforwards
of \$338.1 million and \$402.1 million, respectively. The research and
development tax credits do not expire, and the enterprise zone tax
credits will expire, if not utilized, beginning in 2023.

The Tax Reform Act of 1986 and similar California legislation impose
substantial restrictions on the utilization of net operating losses and
tax credit carryforwards in the event that there is a change in
ownership as provided by Section 82 of the Internal Revenue Code and
similar state provisions. Such a limitation could result in the
expiration of the net operating loss carryforwards and tax credits
before utilization, which could result in increased future tax
liabilities.

A reconciliation of the beginning and ending amount of the Company'
total gross unrecognized tax benefits was as follows (in millions):

  ------------------------------------------------------- ------------------------- ------ ------- ---- ------- -- ---- ------ -- -- --

                                                          Year Ended December 31,
                                                          2020                      2021   2022
  Balance at beginning of year                            \$                        337            \$   508        \$   597
  Gross increases related to prior year tax positions     2                                14           7
  Gross decreases related to prior year tax positions     \(6\)

airbnb.txt

\(2\)        \(2\)
  Gross increases related to current year tax positions   196                              85           60
  Reductions due to settlements with taxing authorities   \(21\)                           \(1\)        \(7\)
  Reduction due to lapse in statute of limitations        ---                              \(7\)        \(5\)
  Balance at end of year                                  \$                        508            \$   597        \$   650
  ------------------------------------------------------- ------------------------- ------ ------- ---- ------- -- ---- ------ -- -- --

The Company is in various stages of examination in connection with its
ongoing tax audits globally, and it is difficult to determine when these
examinations will be settled. The Company believes that an adequate
provision has been recorded for any adjustments that may result from tax
audits. However, the outcome of tax audits cannot be predicted with
certainty. If any issues addressed in the Company' tax audits are
resolved in a manner not consistent with management' expectations, the
Company may be required to record an adjustment to the provision for
(benefit from) income taxes in the period such resolution occurs.
Changes in tax laws, regulations, administrative practices, principles,
and interpretations may impact the Company' tax contingencies. The
timing of the resolution of income tax examinations is highly uncertain,
and the amounts ultimately paid, if any, upon resolution of the issues
raised by the taxing authorities may differ from the amounts accrued. It
is reasonably possible that within the next twelve months the Company
may experience an increase or decrease in its unrecognized tax benefits
as a result of additional assessments by various tax authorities,
possibly reach resolution of income tax examinations in one or more
jurisdictions, or lapses of the statute of limitations. However, an
estimate of the range of the reasonably possible change in the next
twelve months cannot be made.

100

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

As of December 1, 2022, \$209.6 illion of unrecognized tax benefits
represents the amount that would, if recognized, impact the Company'
effective income ta

airbnb.txt

x rate.

In accordance with the Company' accounting policy, it recognizes accrued
interest and penalties related to unrecognized tax benefits in the
provision for (benefit from) income taxes. The Company' accrual for
interest and penalties was \$58.7 illion and \$65.8 illion as of
December 1, 2021 and 2022, respectively.

The Company' significant tax jurisdictions include the United States,
California, and Ireland. The Company is currently under examination for
income taxes by the Internal Revenue Service ("RS" for the 2013, 2016,
2017, and 2018 tax years. The primary issue under examination in the
2013 audit is the valuation of the Company' international intellectual
property which was sold to a subsidiary in 2013. In the year ended
December 31, 2019, new information became available which required the
Company to remeasure its reserve for unrecognized tax benefits. The
Company recorded additional tax expense of \$196.4 illion during the
year ended December 31, 2019. In December 2020, the Company received a
Notice of Proposed Adjustment ("OPA" from the IRS which proposes an
increase to the Company' U.S. taxable income that could result in
additional income tax expense and cash liability of \$1.3 illion, plus
penalties and interest, which exceeds its current reserve recorded in
its consolidated financial statements by more than \$1.0 illion. The
Company disagrees with the proposed adjustment and intends to vigorously
contest it. In February 2021, the Company submitted a protest to the IRS
describing its disagreement with the proposed agreement and requesting
the case be transferred to the IRS Independent Office of Appeals ("RS
Appeals". In December 2021, the Company received a rebuttal from the IRS
with the same proposed adjustments that were in the NOPA. In January
2022, the Company entered into an administrative dispute process with
IRS Appeals. The Company will continue to pursue all available remedies
to resolve this dispute, including petitioning the U.S. Tax Court ("ax
Court" for redetermination if an acceptable outcome cannot be reached
with IRS Appeals, and if necessary, appealing the Tax Court' decision to
the appropriate appellate court. The Company believes that adequate
amounts have been reserved for any adjustments that may ultimately
result from these examinations. If the IRS prevails in the assessment of
additional tax due based on its position

airbnb.txt

and such tax and related
interest and penalties, if any, exceeds the Company' current reserves,
such outcome could have a material adverse impact on the Company'
financial position and results of operations, and any assessment of
additional tax could require a significant cash payment and have a
material adverse impact on the Company' cash flow.

On July 27, 2015, the United States Tax Court (the "ax Court" issued an
opinion in Altera Corp. v. Commissioner (the "ax Court Opinion", which
concluded that related parties in a cost sharing arrangement are not
required to share expenses related to stock-based compensation. The Tax
Court Opinion was appealed by the Commissioner to the Ninth Circuit
Court of Appeals (the "inth Circuit". On June 7, 2019, the Ninth Circuit
issued an opinion (the "inth Circuit Opinion" that reversed the Tax
Court Opinion. On July 22, 2019, Altera Corp. filed a petition for a
rehearing before the full Ninth Circuit. On November 12, 2019, the Ninth
Circuit denied Altera Corp.' petition for rehearing its case. The
Company accordingly recognized tax expense of \$26.6 illion related to
changes in uncertain tax positions during the year ended December 31,
2019. The Company reversed this expense entirely during the year ended
December 31, 2020 due to the carryback of its 2020 net operating loss as
allowable under the CARES Act.

The Company' 2008 to 2022 tax years remain subject to examination in the
United States and California due to tax attributes and statutes of
limitations, and its 2018 to 2022 tax years remain subject to
examination in Ireland. There are other ongoing audits in various other
jurisdictions that are not material to the Company' financial
statements. The Company remains subject to possible examination in
various other jurisdictions that are not expected to result in material
tax adjustments.

On August 16, 2022, the Inflation Reduction Act (the "RA" was signed
into law in the United States. Among other changes, the IRA introduced a
corporate minimum tax on certain corporations with average adjusted
financial statement income over a three-tax year period in excess of \$1
billion and an excise tax on certain stock repurchases by certain
covered corporations for taxable years beginning after December 31,
2022. While the corporate minimum tax law change has no immediate effect
and is not expected to have a material adverse ef

airbnb.txt

fect on the Company'
results of operations going forward, the Company will continue to
evaluate its impact as further information becomes available.

101

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

Note 14. Net Income (Loss) per Share

The following table sets forth the computation of basic and diluted net
loss per share attributable to common stockholders for the years
indicated (in millions, except per share amounts):

  ------------------------------------------------------------------------------------------------------------------------- ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --

                                                                                Year Ended December 31,2020                      2021      2022
  Net income (loss)                                                                                \$                        (4,585)          \$   \(352\)      \$   1,893
  Add: convertible notes interest expense, net of tax                                                                       ---                                 ---         4
  Net income (loss) - diluted                                                                                \$                        (4,585)          \$   \(352\)      \$   1,897
  Weighted-average shares in computing net income (loss) per share attributable to Class  and Class  common stockholders:
  Basic                                                                                284                                 616         637
  Effect of dilutive securities---                                 ---         43
  Diluted                                                                                284                                 616         680

  Net income (loss) per share attributable to Class A and Class B common stockholders:
  Basic                                                                                \$                        (16.12)          \$   (0.57)       \$   2.97
  Diluted                                                                                \$                        (16.12)          \$   (0.57)       \$   2.79
  -------------------------

airbnb.txt

------------------------------------------------------------------------------------------------ ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --

The rights, including the liquidation and dividend rights, of the
holders of Class  and Class  common stock are identical, except with
respect to voting and conversion. Each share of Class  common stock is
entitled to one vote per share and each share of Class  common stock is
entitled to 20 votes per share. Each share of Class  common stock is
convertible into a share of Class  common stock voluntarily at any time
by the holder, and automatically upon certain events. The Class  common
stock has no conversion rights. As the liquidation and dividend rights
are identical for Class  and Class  common stock, the undistributed
earnings are allocated on a proportional basis and the resulting net
loss per share attributable to common stockholders will, therefore, be
the same for both Class  and Class  common stock on an individual or
combined basis.

There were no preferred dividends declared or accumulated for the years
ended December 1, 2020, 2021, and 2022. As of December 1, 2020, 2021,
and 2022, RSUs to besettled in 12.0 million, 9.6 million, and 9.6
million, respectively, shares of Class A common stock were excluded from
the table below because they are subject to market conditions that were
not achieved as of such date. As of December 1, 2020 and 2021, 0.5
million shares of RSAs were excluded from the table below because they
are subject to performance conditions that were not achieved as of such
date. As of December 1, 2022, 0.3 million shares of RSAs were excluded
from the table below because they are subject to performance conditions
that were not achieved as of such date. The 2026 Notes issued in March
2021 are deemed to be anti-dilutive under the if-converted method for
the year ended December 31, 2021. Refer to Note 9, *Debt*, for further
information on the 2026 Notes.

Additionally, the following securities were not included in the
computation of diluted shares outstanding because the effect would be
anti-dilutive (in millions):

  --------------- ------------------------- ------ ------ -- ------ -- -- -- -- -- --

                  Year Ended December 31,

airbnb.txt

2020                      2021   2022
  2026 Notes(1)   ---                              11        ---
  Warrants        8                                8         ---
  Escrow shares   1                                ---       ---
  Stock options   41                               24        1
  RSUs            36                               26        9

  ESPP            1                                1         ---

  Total           87                               70        10
  --------------- ------------------------- ------ ------ -- ------ -- -- -- -- -- --

(1)Holders of the 2026 Notes who convert their 2026 Notes in connection
with certain corporate events that constitute a make-whole fundamental
change are entitled to an increase in the conversion rate. The
11.1 illion shares represents the maximum number of shares that could
have been issued upon conversion after considering the make-whole
fundamental change adjustment on an unweighted basis.

Note 15. Employee Benefit Plan

The Company maintains a 401(k) defined contribution benefit plan that
covers substantially all of its domestic employees. The plan allows U.S.
employees to make voluntary pre-tax contributions in certain investments
at the discretion of the employee, up to maximum annual contribution
subject to Internal Revenue Code limitations. The Company matched a
portion of employee contributions totaling \$22.4 illion, \$19.1 illion,
and \$23.4 illion for the years ended December 1, 2020, 2021, and 2022,
respectively. Both employee contributions and the Company' matching
contributions are fully vested upon contribution.

102

Airbnb, Inc.

Notes to Consolidated Financial Statements

  -- -- --

  -- -- --

Note 16. Geographic Information

The following table sets forth the breakdown of revenue by geography,
determined based on the location of the Host' listing (in millions):

  ------------------ ------------------------- -------- -------- ---- -------- -- ---- -------- -- -- --

airbnb.txt

Year Ended December 31,
                     2020                      2021     2022
  United States      \$                        1,649             \$   2,996       \$   3,890
  International(1)   1,729                              2,996         4,509
  Total revenue      \$                        3,378             \$   5,992       \$   8,399
  ------------------ ------------------------- -------- -------- ---- -------- -- ---- -------- -- -- --

(1)No individual international country represented 10% or more of the
Company' total revenue for years ended December 1, 2020, 2021, and 2022.

The following table sets forth the breakdown of long-lived assets based
on geography (in millions):

  ------------------------- -------------- ------ ----- ---- ------ -- -- --

                            December 31,
                            20212022
  United States             \$             330          \$   203
  Ireland                   57                    36
  Other international       42                    20
  Total long-lived assets   \$             429          \$   259
  ------------------------- -------------- ------ ----- ---- ------ -- -- --

Tangible long-lived assets as of December 1, 2021 and 2022 consisted of
property and equipment and operating lease ROU assets. Long-lived assets
attributed to the United States, Ireland, and other international
geographies are based upon the country in which the asset is located.

Note 17. Restructuring

During the year ended December 31, 2020, the Company experienced
significant economic challenges associated with a severe decline in
bookings, resulting primarily from COVID-19 and overall global travel
restrictions. To address these impacts, in May 2020, the Company'
management approved a restructuring plan to realign the Company'
business and strategic priorities based on the current market and
economic conditions as a result of COVID-19. This worldwide
restructuring plan incl

airbnb.txt

uded a 25% reduction in the number of full-time
employees, or approximately 1,800 employees, as well as a reduction in
the contingent workforce and amendments to certain commercial
agreements. These restructuring expenses are included in the Company'
consolidated statements of operations, and unpaid amounts are included
in accrued expenses and other current liabilities on its consolidated
balance sheets. The cumulative restructuring charges as of December 1,
2022 was \$353.3 million, for which the majority of these restructuring
actions were completed in 2020. As of December 1, 2022, the
restructuring liabilities were not material.

For the year ended December 1, 2020, the Company incurred \$151.4
million in restructuring charges, of which \$103.8 million was related
to severance and other employee costs, \$35.8 million was related to
lease impairments, and \$11.8 million was primarily related to contract
amendments and terminations. For the year ended December 1, 2021, the
Company incurred \$112.8 million in restructuring charges, including
\$75.3 million related to impairments of operating lease ROU assets and
\$37.2 million related to impairments of leasehold improvements.

In 2022, the Company shifted to a remote work model, allowing its
employees to work from anywhere in the country they currently work. The
shift to a remote work model was in direct response to the change in how
employees work due to the impact of COVID-19. As a result, for the year
ended December 1, 2022, the Company recorded restructuring charges of
\$89.1 million, which include \$80.5 million relating to an impairment
of both domestic and international operating lease ROU assets, and \$8.4
million of related leasehold improvements.

Note 18. Related Party Transactions

An individual who served as an executive officer of the Company through
March 1, 2020, also served as a director of a payment processing
vendor. he Company is party to a merchant agreement with the vendor
whereby the Company earns transaction fees and incentives for offering
its services to its customers in certain markets and satisfying certain
base requirements pursuant to the agreement. The Company applies the
transaction fees and incentives received to partially offset the
merchant fees charged by the vendor. On March 1, 2020, this individual
ceased as an employee of the Company and was appointed to the Company'
bo

airbnb.txt

ard of directors.

Net expense with this vendor was \$210.9 illion for the year ended
December 31, 2020, and was included in cost of revenue in the
consolidated statements of operations.

103

Airbnb, Inc.

Schedule II---aluation and Qualifying Accounts

The tables below detail the activity of the customer receivable reserve,
insurance liability, and the valuation allowance on deferred tax assets
for the years ended December 1, 2020, 2021, and 2022 (in millions):

Balance t

Beginning f

Year

Charged o

Expenses

Charges

Utilized/

Write-Offs

Balance t

End f Year

Customer Receivable Reserve

<

airbnb.txt

td>

Year Ended December 31, 2020

$

51

$

108

$

(68)

$

91

Year Ended December 31, 2021

$

91

$

27

$

(87)

$

31

Year Ended December 31, 2022

$

31

$

49

$

(41)

$

39

<t

airbnb.txt

d>

Balance t

Beginning f

Year

Additions or

Current eriod

Changes n

Estimates or

Prior eriods

Net ayments

Balance t

End f Year

Insurance Liability

Year Ended December 31, 2020

$

73

$

98
</td

airbnb.txt

>

$

(21)

$

(99)

$

51

Year Ended December 31, 2021

$

51

$

85

$

1

$

(90)

$

47

Year Ended December 31, 2022

$

47

$

140

$

(5)

$

(121)

$

61

Balance t

Beginning f

Year

Charged

(Credited) o

Expenses

Charg

airbnb.txt

ed o

Other

Accounts

Balance t

End f Year

Valuation Allowance on Deferred Tax Assets

Year Ended December 31, 2020

$

1,024

$

1,029

$

—

$

2,053

Year Ended December 31, 2021

$

2,053

$

1,211

$

—

airbnb.txt

$

3,264

Year Ended December 31, 2022

$

3,264

$

(98)

$

—

$

3,166

104

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive
officer and principal financial officer, conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, as of the end of the period covered by this Annual Report
on Form 10-K. Based on that evaluation, our principal executive officer
and principal financial officer have concluded that our disclosure
controls and procedures were effective as of December 1, 2022, the end
of

airbnb.txt

the period covered by this Annual Report on Form 10-K, to provide
reasonable assurance that information required to be disclosed by us in
reports that we file or submit under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in
the SEC rules and forms and (ii) accumulated and communicated to our
management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding
required disclosure.

Management' Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act). Internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation
of consolidated financial statements for external purposes in accordance
with generally accepted accounting principles.

Our management, under the supervision of our principal executive officer
and principal financial officer, conducted an evaluation of the
effectivenessof our internal control over financial reporting as of
December 1, 2022 based on the framework in *Internal Control-Integrated
Framework* (2013), issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, management,
including our principal executive officer and principal financial
officer, concluded that our internal control over financial reporting
was effective as of December 1, 2022.

The effectiveness of our internal control over financial reporting as of
December 1, 2022 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their
report, which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during the quarter ended December 1, 2022 that materially affected, or
are reasonably likely to materially affect, our internal control over
financial reporting.

Limitations on Controls

Our disclosure controls and procedures and internal control over
financial reporting are designed t

airbnb.txt

o provide reasonable assurance of
achieving their desired objectives. Management does not expect, however,
that our disclosure controls and procedures or our internal control over
financial reporting will prevent or detect all error and fraud. Any
control system, no matter how well designed and operated, is based upon
certain assumptions and can provide only reasonable, not absolute,
assurance that its objectives will be met. Further, no evaluation of
controls can provide absolute assurance that misstatements due to error
or fraud will not occur or that all control issues and instances of
fraud, if any, within our company have been detected.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections

Not applicable.

105

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to
the Company' 2023 Proxy Statement (the "023 Proxy Statement" to be filed
with the SEC within 120 days after December 1, 2022 in connection with
the solicitation of proxies for the Company' 2023 annual meeting of
stockholders.

We have adopted a Code of Ethics that applies to our officers, directors
and employees, which is available on our website (investors.airbnb.com)
under "overnance."The Code of Ethics is intended to qualify as a "ode of
ethics"within the meaning of Section 406 of the Sarbanes-Oxley Act of
2002, as amended, and Item 406 of Regulation S-K. In addition, we intend
to promptly disclose on our website (investors.airbnb.com) (1) the
nature of any amendment to our Code of Ethics that applies to our
directors or our principal executive officer, principal financial
officer, principal accounting officer or controller or persons
performing similar functions and (2) the nature of any waiver, including
an implicit waiver, from a provision of our Code of Ethics that is
granted to a director or one of these specified officers, the name of
such person who is granted the waiver and the date of the waiver.

Item 11. Executive Compensation

The information required by this Item is incorporated by reference to
the 2023 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

The information required by this Item is incorporated by reference to
the 2023 Proxy Statement.

Item 13. C

airbnb.txt

ertain Relationships and Related Transactions, and Director
Independence

The information required by this Item is incorporated by reference to
the 2023 Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to
the 2023 Proxy Statement.

106

PART IV

Item 15. Exhibit and Financial Statement Schedules

\(a\) Documents filed as part of this Annual Report on Form 10-K:

\(1\) Consolidated Financial Statements

Our consolidated financial statements are listed in the "ndex to
Consolidated Financial Statements and Schedule"under Part II, Item 8 of
this Annual Report on Form 10-K.

\(2\) Financial Statement Schedules

All financial statement schedules have been omitted because they are not
applicable, not material or the required information is shown in Part
II, Item 8 of this Annual Report on Form 10-K.

\(3\) Exhibits

The documents listed in the Exhibit Index of this Annual Report on Form
10-K are incorporated by reference or are filed with this Annual Report
on Form 10-K, in each case as indicated herein (numbered in accordance
with Item 601 of Regulation S-K).

Item 16. Form 10-K Summary

None.

Exhibit I

airbnb.txt

ndex

<

airbnb.txt

td>

Incorporated by

Reference

</td

airbnb.txt

>

</td

airbnb.txt

>

Exhibit

Number

Exhibit escription

Form

File Number

Date

Number

Filed

Herewith

airbnb.txt

airbnb.txt

3.1

8-K

001-39778

12/14/2020

3.1

<td

airbnb.txt

>

<td

airbnb.txt

>

3.2

8-K

001-39778

12/14/2020

3.2

</t

airbnb.txt

d>

</t

airbnb.txt

d>

4.1

10-K

001-39778

02/25/2022

4.1

airbnb.txt

airbnb.txt

4.2

S-1

333-250118

11/16/2020

4.2

4.3

S-8

333-251251

12/10/2020

4.6

4.4

S-1

333-250118

11/16/2020

4.3

4.5

airbnb.txt

S-1/A

333-250118

12/01/2020

4.4

4.6

8-K

001-39778

03/08/2021

4.1

4.7

8-K

001-39778

03/08/2021

4.1

4.8

10-Q

001-39778

05/14/2021

4.3

4.9

10-Q

001-39778

05/14/2021

4.4

4.10

10-Q

001-39778

05/14/2021

4.5

4.11

</td

airbnb.txt

>

S-1/A

333-250118

12/01/2020

4.5

4.12

S-1/A

333-250118

12/01/2020

4.6

4.13

S-1/A

333-250118

12/01/2020

4.7

4.14

10-Q

001-39778

11/03/2022

4.1

4.15

10-Q

001-39778

11/03/2022

4.2

4.16

10-Q

001-39778

11/03/2022

4.3

10.1

S-1

<t

airbnb.txt

d>

333-250118

11/16/2020

10.1

10.2

S-1

333-250118

11/16/2020

10.2

107

</td

airbnb.txt

>

</td

airbnb.txt

>

</td

airbnb.txt

>

Incorporated by

Reference

<

airbnb.txt

/td>

<

airbnb.txt

/td>

<

airbnb.txt

/td>

Exhibit

Number

Exhibit escription

Form

File Number

Date

Number

Filed

Herewith

</t

airbnb.txt

d>

</t

airbnb.txt

d>

</t

airbnb.txt

d>

10.3

10-Q

001-39778

11/03/2022

10.4

10.4

S-1

333-250118

11/16/2020

10.3

10.5

S-1

333-250118

11/16/2020

10.4

10.6

S-1

333-250118

11/16/2020

10.5

10.7

S

airbnb.txt

-1

333-250118

11/16/2020

10.6

10.8

S-1

333-250118

11/16/2020

10.7

10.9

S-1

333-250118

11/16/2020

10.8

10.10

S-1

333-250118

11/16/2020

10.9

10.11

S-1

333-250118

11/16/2020

10.10

</

airbnb.txt

td>

</

airbnb.txt

td>

10.12

10-K

001-39778

02/25/2022

10.11

<

airbnb.txt

/td>

<

airbnb.txt

/td>

<

airbnb.txt

/td>

10.13

10-Q

001-39778

11/03/2022

10.3

10.14(a)#

S-1

333-250118

<

airbnb.txt

td>

11/16/2020

10.11(a)

10.14(b)#

S-1/A

333-250118

12/01/2020

10.11(b)

10.14(c)#

S-1

333-250118

11/16/2020

10.11(c)

10.15(a)#

S-1/A

333-250118

12/01/2020

10.12(a)

10.15(b)#

S-1

333-250118

11/16/2020

10.12(b)

10.15(c)#

S-1

333-250118

11/16/2020

10.12(c)

10.16#

S-1

</t

airbnb.txt

d>

333-250118

11/16/2020

10.13

10.17(a)#

S-1/A

333-250118

12/01/2020

10.14(a)

10.17(b)#

S-1

333-250118

11/16/2020

10.14(b)

10.17(c)#

S-1

333-250118

11/16/2020

10.14(c)

10.18#

S-1/A

333-250118

12/01/2020

10.15

10.19#

S-1

333-250118

11/16/2020

10.16

10.20#

S-1<

airbnb.txt

/p>

333-250118

11/16/2020

10.18

10.21#

S-1

333-250118

11/16/2020

10.19

10.22#

S-1

333-250118

11/16/2020

10.20

10.23#

S-1/A

333-250118

12/01/2020

10.21

10.24#

S-1/A

333-250118

12/01/2020

10.24

10.25#

S-1

333-250118

11/16/2020

10.25

10.26

S-1/A</

airbnb.txt

p>

333-250118

12/01/2020

10.29

10.27

S-1/A

333-250118

12/07/2020

10.31

10.28

8-K

001-39778

03/08/2021

10.1

10.29

10-Q

001-39778

05/09/2022

10.1

10.30

10-Q

001-39778

11/03/2022

10.1

10.31

X

21.1

<

airbnb.txt

/td>

X

23.1

X

108

Incorporated by

Reference

<t

airbnb.txt

d>

Exhibit

Number

Exhibit escription

Form

File Number

Date

Number

Filed

Herewith

airbnb.txt

24.1

X

31.1

X

31.2

X

32.1*

X

101

The following financial statements from the Company’ 10-K,
formatted as Inline XBRL: (i) Consolidated Balance Sheets, (ii)
Consolidated Statements

airbnb.txt

of Operations (iii), Consolidated Statements of
Comprehensive Income, (iv) Consolidated Statements of Redeemable
Convertible Preferred Stock and Stockholders’Equity (Deficit), (v)
Consolidated Statements of Cash Flows, and (vi) Notes to consolidated
financial statements

X

104

Cover page interactive data file (formatted as Inline XBRL and
contained in Exhibit 101)

X

\# Indicates management contract or compensatory plan.

\* The certifications attached as Exhibit 32.1 that accompany this
Annual Report on Form 10-K are deemed furnished and not filed with the
Securities and Exchange Commission and are not to be incorporated by
reference into any filing of Airbnb, Inc. under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date of this Annual Report on Form
10-K, irrespective of any general incorporation language contained in
su

airbnb.txt

ch filing.

109

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.

+------------------------+--------------+---------------------------+---+---+---+---+---+---+
|                        |              |                           |   |   |   |   |   |   |
+------------------------+--------------+---------------------------+---+---+---+---+---+---+
|                        | AIRBNB, INC. |                           |   |   |   |   |   |   |
+------------------------+--------------+---------------------------+---+---+---+---+---+---+
|                        |              |                           |   |   |   |   |   |   |
+------------------------+--------------+---------------------------+---+---+---+---+---+---+
|                        | By:          | /s/ Brian Chesky          |   |   |   |   |   |   |
+------------------------+--------------+---------------------------+---+---+---+---+---+---+
| Date: February 7, 2023 |              | Brian Chesky              |   |   |   ||   |   |
|                        |              |                           |   |   |   |   |   |   |
|                        |              | *Chief Executive Officer* |   |   |   |   |   |   |
+------------------------+--------------+---------------------------+---+---+---+---+---+---+

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brian Chesky, David E.
Stephenson, and Rich Baer, and each one of them, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in their name, place and stead, in
any and all capacities, to sign any amendments to this Annual Report on
Form 10-K and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or substitute or substitutes, may do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf
of the registrant and in the cap

airbnb.txt

acities and on the dates indicated.

+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Name and      | Title         | Date          |   |   |   |   |   |   |
| Signature     |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Brian     | Chief         | February 17,  |   |   |   |   |   |   |
| Chesky        | Executive     | 2023          |   |   |   |   |   |   |
|               | Officer and   |               |   |   |   |   |   |   |
|               | Director      |               |   |   |   |   |   |   |
|               |               |               |   |   |   |   |   |   |
|               | (Principal    |               |   |   |   |   |   |   |
|               | Executive     |               |   |   |   |   |   |   |
|               | Officer)      |               |   |

airbnb.txt

|   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Brian Chesky  |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|  s/ David E.  | Chief         | February 17,  |   |   |   |   |   |   |
| Stephenson    | Financial     | 2023          |   |   |   |   |   |   |
|               | Officer       |               |   |   |   |   |   |   |
|               |               |               |   |   |   |   |   |   |
|               | (Principal    |               |   |   |   |   |   |   |
|               | Financial     |               |   |   |   |   |   |   |
|               | Officer)      |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| David E.      |               |               |   |   |   |   |   |   |
| Stephenson    |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+

airbnb.txt

---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ David     | Chief         | February 17,  |   |   |   |   |   |   |
| Bernstein     | Accounting    | 2023          |   |   |   |   |   |   |
|               | Officer       |               |   |   |   |   |   |   |
|               |               |               |   |   |   |   |   |   |
|               | (Principal    |               |   |   |   |   |   |   |
|               | Accounting    |               |   |   |   |   |   |   |
|               | Officer)      |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| David         |               |               |   |   |   |   |   |   |
| Bernstein     |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Angela    | Director      | February 17,  |   |   |   |   |   |   |
| Ahrendts

airbnb.txt

|               | 2023          |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Angela        |               |               |   |   |   |   |   |   |
| Ahrendts      |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Amrita    | Director      | February 17,  |   |   |   |   |   |   |
| Ahuja         |               | 2023          |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Amrita Ahuja  |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Nathan    | Director      | February 17,  |   |   |   |   |   |   |
| Blecharczyk   |               | 2023          |   |   |   |   |   |   |
+---------------+----------

airbnb.txt

-----+---------------+---+---+---+---+---+---+
| Nathan        |               |               |   |   |   |   |   |   |
| Blecharczyk   |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Kenneth   | Director      | February 17,  |   |   |   |   |   |   |
| Chenault      |               | 2023          |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Kenneth       |               |               |   |   |   |   |   |   |
| Chenault      |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Joseph    | Director      | February 17,  |   |   |   |   |   |   |
| Gebbia        |               | 2023          |   |   |   |   |   |   |
+---------------+---------------+----------

airbnb.txt

-----+---+---+---+---+---+---+
| Joseph Gebbia |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Belinda   | Director      | February 17,  |   |   |   |   |   |   |
| Johnson       |               | 2023          |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Belinda       |               |               |   |   |   |   |   |   |
| Johnson       |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Jeffrey   | Director      | February 17,  |   |   |   |   |   |   |
| Jordan        |               | 2023          |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Jeffrey       |               |               |   |   |

airbnb.txt

|   |   |   |
| Jordan        |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
|               |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| /s/ Alfred    | Director      | February 17,  |   |   |   |   |   |   |
| Lin           |               | 2023          |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+
| Alfred Lin    |               |               |   |   |   |   |   |   |
+---------------+---------------+---------------+---+---+---+---+---+---+

110

Exhibit 10.31

  -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

  -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

REVOLVING CREDIT AGREEMENT

dated as of October 31, 2022, among

AIRBNB, INC.,

as the Borrower,

the GUARANTORS Party Hereto the LENDERS Party Hereto

MORGAN STANLEY SENIOR FUNDING, INC.,

as the Administrative Agent and an Issuing Bank,

MORGAN STANLEY SENIOR FUNDING, INC., BOFA SECURITIES, INC., and

GOLDMAN

airbnb.txt

SACHS LENDING PARTNERS LLC,

as Joint Lead Arrangers and Joint Bookrunners

MORGAN STANLEY SENIOR FUNDING, INC., BANK OF AMERICA, N.A.,

GOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS BANK PLC,

CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and

MIZUHO BANK, LTD.,

as Syndication Agents

BANK OF THE WEST, HSBC BANK USA, N.A.,

ROYAL BANK OF CANADA, SANTANDER BANK, N.A., and STANDARD CHARTERED BANK,

as Documentation Agents

  -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

  -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

TABLE OF CONTENTS

[Page]{.underline}

  ----- -- --

  -i-
  ----- -- --

[Page]{.underline}

  ------ -- --

  -iv-
  ------ -- --

[Page]{.underline}

  ------- -- --

  -iii-
  ------- -- --

[Page]{.underline}

[SCHEDULES]{.underline}:

Schedule 1.01(a) ---Disqualified Institutions Schedule 1.01(b)
---Immaterial Subsidiaries Schedule 1.13 ---Sustainability Provisions
Schedule 2.01 ---Commitments

Schedule 2.20 ---Existing Letters of Credit Schedule 3.06 ---Litigation

Schedule 3.16    ---    abor Matters Schedule 3.17    ---

airbnb.txt

ubsidiaries
Schedule 6.01    ---    xisting Indebtedness Schedule
6.02    ---    xisting Liens

Schedule 6.03    ---    ertain Sale/Leaseback Transactions Schedule
6.05    ---    estrictive Agreements

Schedule 9.01    ---    dministrative Agent' Office; Certain Addresses
for Notices [EXHIBITS]{.underline}:

Exhibit A    ---    orm of Assignment and Assumption Exhibit
B    ---    orm of Borrowing Request

Exhibit C    ---    orm of Compliance Certificate Exhibit
D    ---    orm of Interest Election Request Exhibit E    ---    orm of
Solvency Certificate

Exhibit F    ---    orm of Additional Guarantor Supplement Exhibit
G    ---    orm of Notice of Loan Prepayment Exhibit H    ---    orm of
U.S. Tax Compliance Certificates Exhibit I    ---    orm of Pricing
Certificate

  ------ -- --

  -iv-
  ------ -- --

REVOLVING CREDIT AGREEMENT dated as of October 31, 2022, among AIRBNB,
INC., a Delaware corporation (the "[Borrower]{.underline}", the
GUARANTORS party hereto, the LENDERS party hereto, and MORGAN STANLEY
SENIOR FUNDING, INC., as the Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

[Definitions]{.underline}

SECTION 1.01.    [Defined Te

airbnb.txt

rms]{.underline}. As used in this Agreement,
the following terms have the meanings specified below:

"[ABR]{.underline}" when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Alternate Base
Rate.

"[Accepting Lenders]{.underline}"has the meaning specified in Section
2.18(a).

"[Acquired Debt]{.underline}"means, with respect to any specified
Person:

(1)Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, including Indebtedness incurred in connection with, or in
contemplation of, or to provide all or any portion of the funds or
credit support utilized in connection with, such other Person merging
with or into, or becoming a Subsidiary of, such specified Person;
[provided]{.underline}, [however]{.underline}, that any Indebtedness of
such acquired Person that is redeemed, defeased, retired or otherwise
repaid at the time of or immediately upon consummation of the
transactions by which such Person merges with or into, consolidates,
amalgamates or otherwise combines with orbecomes a Subsidiary of such
Person shall not be considered to be Acquired Debt; and

(2)Indebtedness secured by an existing Lien encumbering any asset
acquired by such specified

Person.

"[Acquired EBITDA]{.underline}"means, with respect to any Acquired
Entity or Business for any period, the amount for such period of
Consolidated EBITDA of such Acquired Entity or Business (determined as
if references to the Borrower and the Subsidiaries in the definition of
Consolidated EBITDA were references to such Acquired Entity or Business
and its Subsidiaries), as applicable, all as determined on a
consolidated basis for such Acquired Entity or Business, as applicable.

"[Acquired Entity or Business]{.underline}"has the meaning specified in
the definition of "onsolidated EBITDA"

"[Acquisition]{.underline}"means any acquisition, or series of related
acquisitions (including pursuant to any amalgamation, merger or
consolidation), of property that constitutes (a) assets comprising all
or substantially all of a division, business or operating unit or
product line of any Person or (b) all or substantially all of the Equity
Interests in a Person.

"[Acquisition Indebtedness]{.underline}"means an

airbnb.txt

y Indebtedness of the
Borrower or any Subsidiary that has been incurred for the purpose of
financing, in whole or in part, an Acquisition and any related
transactions (including for the purpose of refinancing or replacing all
or a portion of any related bridge facilities or any pre-existing
Indebtedness of the Persons or assets to be acquired);
[provided]{.underline} that either (x) the release of the

  ----- -- --

  -5-
  ----- -- --

proceeds thereof to the Borrower and the Subsidiaries is contingent upon
the substantially simultaneous consummation of such Acquisition (and, if
the definitive agreement for such Acquisition is terminated prior to the
consummation of such Acquisition, or if such Acquisition is otherwise
not consummated by the date specified in the definitive documentation
evidencing, governing the rights of the holders of or otherwise relating
to such Indebtedness, then, in each case, such proceeds are, and
pursuant to the terms of such definitive documentation are required to
be, promptly applied to satisfy and discharge all obligations of the
Borrower and the Subsidiaries in respect of such Indebtedness) or (y)
such Indebtedness contains a "pecial mandatory redemption"provision (or
a similar provision) if such Acquisition is not consummated by the date
specified in the definitive documentation evidencing, governing the
rights of the holders of or otherwise relating to such indebtedness
(and, if the definitive agreement for such Acquisition is terminated
prior to the consummation of such Acquisition or such Acquisition is
otherwise not consummated by the date so specified, such Indebtedness
is, and pursuant to such "pecial mandatory redemption"(or similar)
provision is required to be, redeemed or otherwise satisfied and
discharged promptly after such termination or such specified date, as
the case may be).

"[Additional Guarantor Supplement]{.underline}"has the meaning specified
in Section 10.01.

"[Additional Lender]{.underline}"has the meaning assigned to such term
in [Section 2.21(a)]{.underline}.

"[Adjusted Daily Simple RFR]{.underline}"means, (i) with respect to any
Borrowing denominated in Sterling, an interest rate per annum equal to
(a) the Daily Simple RFR for Sterling, *plus* (b)(1) to the extent the
Interest Payment Date occurs every month, 0.0326% and (2) to the extent
the Interest Payment Date occurs every th

airbnb.txt

ree months, 0.1193% and (ii)
with respect to any RFR Borrowing denominated in dollars, an interest
rate per annum equal to (a) the Daily Simple RFR for dollars, *plus* (b)
0.100%; *provided that* if the Adjusted Daily Simple RFR Rate as so
determined would be less than the Floor, such rate shall be deemed to be
equal to the Floor for the purposes of this Agreement.

"[Adjusted EURIBOR Rate]{.underline}"means, with respect to any Term
Benchmark Borrowing denominated in Euros for any Interest Period, an
interest rate per annum equal to (a) the EURIBOR Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate; *provided that* if
the Adjusted EURIBOR Rate as so determined would be less than the Floor,
such rate shall be deemed to be equal to the Floor for the purposes of
this Agreement.

"[Adjusted Term SOFR Rate]{.underline}"means, with respect to any Term
Benchmark Borrowing denominated in dollars for any Interest Period, an
interest rate per annum equal to (a) the Term SOFR Rate for such
Interest Period, *plus* (b) 0.100%; *provided that* if the Adjusted Term
SOFR Rate as so determined would be less than the Floor, such rate shall
be deemed to be equal to the Floor

airbnb.txt

for the purposes of this Agreement.

"[Administrative Agent]{.underline}"means Morgan Stanley, in its
capacity as the administrative agent under the Loan Documents, and its
successors in such capacity as provided in Article VIII.

"[Administrative Questionnaire]{.underline}"means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

"[Affected Financial Institution]{.underline}"means (a) any EEA
Financial Institution or (b) any UK Financial Institution.

"[Affiliate]{.underline}"means, with respect to a specified Person,
another Person that directly or indirectly Controls, is Controlled by or
is under common Control with the Person specified.

  ----- -- --

  -6-
  ----- -- --

"[Aggregate Revolving Commitment]{.underline}"means the sum of the
Revolving Commitments of all the Lenders.

"[Aggregate Revolving Exposure]{.underline}"means the sum of the
Revolving Exposures of all the Lenders.

"[Agreement]{.underline}"means this Revolving Credit Agreement.

"[Agreed Currencies]{.underline}"means dollars and each Alternative
Currency.

"[Alternate Base Rate]{.underline}"means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b)
the Federal Funds Effective Rate in effect on such day plus ½of 1.00%
per annum and (c) the Adjusted Term SOFR Rate for a one month Interest
Period as published two U.S. Government Securities Business Days prior
to such date (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1.0%. Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Federal Funds Effective Rate or
the Adjusted Term SOFR Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted Term SOFR Rate, respectively. If the
Alternate Base Rate is being used as an alternate rate of interest
pursuant to Section 2.11 hereof, then the Alternate Base Rate shall be
the greater of clauses (a) and (b) above and shall be determined without
reference to clause (c) above.

"[Alternative Currency]{.underline}"means Sterling, Euros, Singapore
Dollars, Yen and Australian Dollars.

"[Anti-Corruption Laws]{.underline}"means the United States Foreign
Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq.,
the Bribery Act 2010 of the United Kingdom, an

airbnb.txt

d all other laws, rules,
and regulations of any jurisdiction applicable to the Borrower or any of
its Affiliates from time to time concerning or relating to bribery,
corruption or money laundering.

"[Applicable Creditor]{.underline}"has the meaning set forth in Section
9.21.

"[Applicable Issuing Bank]{.underline}"means, with respect to any Letter
of Credit, the Issuing Bank that has issued or shall issue such Letter
of Credit, and with respect to any LC Disbursement, the Issuing Bank
that has made such LC Disbursement.

"[Applicable Rate]{.underline}"means, for any day, with respect to any
Loan that is an ABR Loan, a CBR Loan, an RFR Loan or a Term Benchmark
Loan or with respect to the Revolving Commitment Fees, the applicable
rate per annum set forth below under the applicable caption "BR Spread"
"BR Spread" "erm Benchmark Spread"or "FR Spread"or "evolving Commitment
Fee Rate" as the case may be, based upon the Senior Unsecured Ratings
or, if applicable, the Leverage Ratio in effect on such date, as set
forth below.

<

airbnb.txt

td>

Senior Unsecured Ratings (S&P/Moody’)

Leverage Ratio

ABR Spread or CBR Spread (per annum)

RFR Spread or Term Benchmark Spread

(per annum)

Revolving Commitment Fee Rate (per annum)

Level 1

BBB+/Baa1 or above

Level 1

< 1.00x

0.000%

1.000%

0.100%

<

airbnb.txt

td>

-7-

Senior Unsecured Ratings (S&P/Moody’)

Leverage Ratio

ABR Spread or CBR Spread (per annum)

RFR Spread or Term Benchmark Spread

(per annum)

Revolving Commitment Fee Rate (per annum)

airbnb.txt

Level 2 BBB/Baa2

Level 2

> 1.00x and < 1.50x

0.125%

1.125%

0.125%

Level 3 BBB-/Baa3

Level 3

> 1.50x and < 2.50x

0.250%

1.250%

0.150%

Level 4

BB+/Ba1 or lower

Level 4

> 2.50x

0.500%

1.500%

0.200%

For purposes of the foregoing, (a) if any Rating Agency shall not have
in effect a Senior Unsecured Rating (other than by reason of the
circumstances referred to in the last se

airbnb.txt

ntence of this paragraph), then
(i) if only one Rating Agency shall not have in effect a Senior
Unsecured Rating, the Level then in effect shall be determined by
reference to the remaining effective Senior Unsecured Rating and (ii) if
no Rating Agency shall have in effect a Senior Unsecured Rating, then
the Applicable Rate shall be determined by reference to the Leverage
Ratio, (b) if the Senior Unsecured Ratings in effect or deemed to be in
effect shall fall within different Levels, then the Level then in effect
shall be based on the higher of the two Senior Unsecured Ratings unless
one of the two Senior Unsecured Ratings is two or more Levels lower than
the other, in which case the Level then in effect shall be determined by
reference to the Level next below that of the higher of the two Senior
Unsecured Ratings, and (c) if the Senior Unsecured Ratings established
or deemed to have been established by either Rating Agency shall be
changed (other than as a result of a change in the rating system of such
Rating Agency), such change shall be effective as of the date on which
it is first publicly announced by such Rating Agency, irrespective of
when notice of such change shall have been furnished by the Borrower to
the Administrative Agent and the Lenders pursuant to this Agreement or
otherwise. Each change in the Applicable Rate for any change in Senior
Unsecured Ratings shall apply during the period commencing on the
effective date of such change and ending on the date immediately
preceding the effective date of the next such change. Each change in the
Applicable Rate for any change in the Leverage Ratio shall apply during
the period commencing on delivery of a Compliance Certificate reflecting
such change in Leverage Ratio and ending on the date immediately
preceding the effective date of the next such change in the Leverage
Ratio. If the rating system of (i) one of the Rating Agencies shall
change, or if one of the Rating Agencies shall cease to be in the
business of rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of a Senior
Unsecured Rating from such Rating Agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by
reference to the Senior Unsecured Rating of the other Rating Agency

airbnb.txt

or
(ii) both Rating Agencies shall change, or if both Rating Agencies shall
cease to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability
of a Senior Unsecured Rating from both Rating Agencies and, pending the
effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the Leverage Ratio. For the avoidance of
doubt, the Applicable Rate shall only be determined by reference to the
Leverage Ratio under the circumstances set forth in clause (a)(ii) of
the first sentence of this paragraph or in clause (ii) of the preceding
sentence.

  ----- -- --

  -8-
  ----- -- --

It is hereby understood and agreed that the Applicable Rate with respect
to ABR Loans, RFR Loans, Term Benchmark Loans and the Revolving
Commitment Fee Rate shall be adjusted from time to time based upon the
Sustainability Margin Adjustment and the Sustainability Fee Adjustment
(to be calculated and applied as set forth in Section 1.13); provided
that in no event shall the Applicable Rate be less than 0.000%.

"[Approved Fund]{.underline}"means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in
commercial loans and similar extensions of credit in the ordinary course
of its activities and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

"[Arrangers]{.underline}"means Morgan Stanley, BofA Securities, Inc. and
Goldman Sachs Lending Partners LLC in their capacities as joint lead
arrangers and bookrunners for the Revolving Facility.

"[Assignment and Assumption]{.underline}"means an assignment and
assumption entered into by a Lender and an Eligible Assignee, with the
consent of any Person whose consent is required by Section 9.04, and
accepted by the Administrative Agent, in the form of [Exhibit
A]{.underline} or any other form approved by the Administrative Agent.

"[Assumption Agreement]{.underline}"has the meaning set forth in Section
6.04(a).

"[Attributable Debt]{.underline}"means, with respect to any
Sale/Leaseback Transaction, the present value (discounted at the rate
set forth or implicit in the terms of the lease included in such
Sale

airbnb.txt

/Leaseback Transaction) of the total obligations of the lessee for
rental payments (other than amounts required to be paid on account of
taxes, maintenance, repairs, insurance, assessments, utilities,
operating and labor costs and other items that do not constitute
payments for property rights) during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended). In the case of any lease that is
terminable by the lessee upon payment of a penalty, the Attributable
Debt shall be the lesser of the Attributable Debt determined assuming
termination on the first date such lease may be terminated (in which
case the Attributable Debt shall also include the amount of the penalty,
but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or the
Attributable Debt determined assuming no such termination.

"[Australian Dollars]{.underline}"means lawful money of the Commonwealth
of Australia.

"[Available Revolving Commitment]{.underline}"means, at any time, the
aggregate Revolving Commitments then in effect *[minus]{.underline}* the
sum of (a) the outstanding principal amount of Loans (but excluding
Swingline Loans) of all Lenders at such time *[plus]{.underline}* (b)
the LC Exposure of all Lenders at such time.

"[Available Tenor]{.underline}"means, as of any date of determination
and with respect to the then-current Benchmark for any Agreed Currency,
as applicable, (x) if such Benchmark is a term rate, any tenor for such
Benchmark (or component thereof) that is or may be used for determining
the length of an interest period pursuant to this Agreement or (y)
otherwise, any payment period for interest calculated with reference to
such Benchmark (or component thereof) that is or may be used for
determining any frequency of making payments of interest calculated with
respect to such Benchmark pursuant to this Agreement as of such date and
not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of "nterest Period"pursuant to
clause (e) of Section 2.11.

"[Bail-In Action]{.underline}"means the exercise of any Write-Down and
Conversion Powers by the applicable Resolution Authority in respect of
any liability of an Affected Financial Institution.

  ----- -- --

airbnb.txt

-9-
  ----- -- --

"[Bail-In Legislation]{.underline}"means (a) with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the
implementing law, regulation rule or requirement for such EEA Member
Country from time to time that is described in the EU Bail-In
Legislation Schedule and (b) with respect to the United Kingdom, Part I
of the United Kingdom Banking Act 2009 (as amended from time to time)
and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms
or other financial institutions or their affiliates (other than through
liquidation, administration or other insolvency proceedings).

"[Bankruptcy Event]{.underline}"means, with respect to any Person, that
such Person has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, liquidator, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or
similar Person charged with the reorganization or liquidation of its
business appointed for it, or, in the good faith determination of theAdministrative Agent, has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in, any such
proceeding or appointment (unless, in the case of any such Person that
is a Lender hereunder, the Borrower, the Administrative Agent, the
Issuing Banks and the Swingline Lender shall be satisfied that such
Lender intends, and has all approvals required to enable it, to continue
to perform its obligations as a Lender hereunder);
[provided]{.underline} that a Bankruptcy Event shall not result solely
by virtue of any ownership interest, or the acquisition of any ownership
interest, in such Person by a Governmental Authority;
[provided]{.underline}, [however]{.underline}, that such ownership
interest does not result in or provide such Person with immunity from
the jurisdiction of courts within the United States of America or from
the enforcement of judgments or writs of attachment on its assets or
permit such Person (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any agreements made by such Person.

"[BBSY Rate]{.underline}"means the rate per annum equal to the Bank Bill
Swap Reference Bid Rate, as published on the applicable

airbnb.txt

Reuters screen
page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to
time) two (2) Business Days prior to the commencement of an Interest
Period with a term equivalent to such Interest Period; *provided that*
if the BBSY Rate as so determined would be less than the Floor, such
rate shall be deemed to be equal to the Floor for the purposes of this
Agreement.

"[Benchmark]{.underline}"means, initially, with respect to any (i) any
Term Benchmark Borrowing denominated in dollars, the Adjusted Term SOFR
Rate, (ii) with respect to any Term Benchmark Borrowing denominated in
Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term
Benchmark Borrowing denominated in Australian Dollars, the BBSY Rate,
(iv) with respect to any Term Benchmark Borrowing denominated in Yen,
the TIBOR Rate, (v) with respect to any RFR Borrowing denominated in
Sterling, the applicable Adjusted Daily Simple RFR, (vi) with respect to
any RFR Borrowing denominated in Singapore Dollars, the applicable Daily
Simple RFR or (vii) with respect to any RFR Borrowing denominated in
dollars, the Adjusted Daily Simple SOFR Rate (to theextent applicable
pursuant to Section 2.11); *provided* that if a Benchmark Transition
Event, and the related Benchmark Replacement Date have occurred with
respect to the applicable Relevant Rate or the then- current Benchmark
for such Agreed Currency, then "enchmark"means the applicable Benchmark
Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to clause (b) of Section 2.11.

"[Benchmark Replacement]{.underline}"means, for any Available Tenor, the
first alternative set forth in the order below that can be determined by
the Administrative Agent for the applicable Benchmark Replacement Date:

(1)in the case of any Loans denominated in dollars, the Adjusted Daily
Simple RFR;

  ------ -- --

  -10-
  ------ -- --

(2)in the case of any Loans denominated in Euros, the sum of (a) the
Daily Simple ESTR and (b) the related Benchmark Replacement Adjustment;

(3)the sum of (a) the alternate benchmark rate that has been selected by
the Administrative Agent and the Borrower as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor giving due
consideration to (i) any selection or recomme

airbnb.txt

ndation of a replacement
benchmark rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (ii) any evolving or then-prevailing
market convention for determining a benchmark rate as a replacement for
the then-current Benchmark for syndicated credit facilities denominated
in the applicable Agreed Currency at such time in the United States and
(b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1), (2)
or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and
the other Loan Documents.

"[Benchmark Replacement Adjustment]{.underline}"means, with respect to
any replacement of the then- current Benchmark with an Unadjusted
Benchmark Replacement, the spread adjustment, or method for calculating
or determining such spread adjustment (which may be a positive or
negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due
consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on
the applicable Benchmark Replacement Date and/or (ii) any evolving or
then-prevailing market convention for determining a spread adjustment,
or method for calculating or determining such spread adjustment, for the
replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for syndicated credit facilities denominated in the
applicable Agreed Currency at such time.

"[Benchmark Replacement Conforming Changes]{.underline}"means, with
respect to any Benchmark Replacement and/or any Term Benchmark Loan, any
technical, administrative or operational changes (including changes to
the definition of "lternate Base Rate,"the definition of "usiness
Day,"the definition of ".S. Government Securities Business Day,"the
definition of "FR Business Day,"the definition of "nterest
Period,"timing and frequency of determining rates and making payments of
interest, timing of borrowing requests or prepayment, conversion or
continuation notices, length of lookback periods, the applicability of
breakage provisions, and other technical,

airbnb.txt

administrative or operational
matters) that the Administrative Agent (in consultation with the
Borrower) decides may be appropriate to reflect the adoption and
implementation of such Benchmark and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that
adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market
practice for the administration of such Benchmark exists, in such other
manner of administration as the Administrative Agent decides (in
consultation with the Borrower) is reasonably necessary in connection
with the administration of this Agreement and the other Loan Documents).

"[Benchmark Replacement Date]{.underline}"means, with respect to any
Benchmark, the earliest to occur of the following events with respect to
such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of "enchmark
Transition Event" the later of (a) the date of the public statement or
publication of information referenced therein and (b) the date on which
the administrator of such Benchmark (or the published component used in
the calculation thereof) permanently or indefinitely ceases to provide
all Available Tenors of such Benchmark (or such component thereof); or

  ------ -- --

  -11-
  ------ -- --

1.in the case of clause (3) of the definition of "enchmark Transition
Event" the first date on which all Available Tenors of such Benchmark
(or the published component used in the calculation thereof) have been
determined and announced by the regulatory supervisor for the
administrator of such Benchmark (or such component thereof) to be no
longer representative; provided, that such non-representativeness will
be determined by reference to the most recent statement or publication
referenced in such clause (c) and even if any Available Tenor of such
Benchmark (or such component thereof) continues to be provided on such
date.

For the avoidance of doubt, the "enchmark Replacement Date"will be
deemed to have occurred in the case of clause (1) or (2) with respect to
any Benchmark upon the occurrence of the applicable event or events set
forth therein with respect to all then-current Available Tenors of such
Benchmark (or the published component used in

airbnb.txt

the calculation thereof).

"[Benchmark Transition Event]{.underline}"means, with respect to any
Benchmark, the occurrence of one or more of the following events with
respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of
the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that such administrator has ceased
or will cease to provide all Available Tenors of such Benchmark (or such
component thereof), permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board,
the NYFRB, the CME Term SOFR Administrator, the central bank for the
Agreed Currency applicable to such Benchmark, an insolvency official
with jurisdiction over the administrator for such Benchmark (or such
component), a resolution authority with jurisdiction over the
administrator for such Benchmark (or such component) or a court or an
entity with similar insolvency or resolution authority over the
administrator for such Benchmark (or such component), in each case,
which states that the administrator of such Benchmark (or such
component) has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof) permanently or indefinitely;
*provided* that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available
Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available
Tenors of such Benchmark (or such component thereof) are no longer, or
as of a specified future date will no longer be, representative.

For the avoidance of doubt, a "enchmark Transition Event"will be deemed
to have occurred with respect to any Benchmark if a public statement or
publication of information set forth above has occurred with respect to
each then

airbnb.txt

-current Available Tenor of such Benchmark (or the published
component used in the calculation thereof).

"[Benchmark Unavailability Period]{.underline}"means, with respect to
any Benchmark, the period (if any) (x) beginning at the time that a
Benchmark Replacement Date pursuant to clauses (1) or (2) of that
definition has occurred if, at such time, no Benchmark Replacement has
replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.11 and (y) ending
at

  ------ -- --

  -12-
  ------ -- --

the time that a Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in
accordance with Section 2.11.

"[Beneficial Ownership Certification]{.underline}"means a certification
regarding beneficial ownership as required by the Beneficial Ownership
Regulation.

"[Beneficial Ownership Regulation]{.underline}"means 31 C.F.R.
§1010.230.

"[Benefit Plan]{.underline}"means any of (a) an "mployee benefit
plan"(as defined in ERISA) that is subject to Title I of ERISA, (b) a
"lan"as defined in and subject to Section 4975 of the Code or (c) any
Person whose assets include (for purposes of ERISA Section 3(42) or
otherwise for purposes of Title I of ERISA or Section 4975 of the Code)
the assets of any such "mployee benefit plan"or "lan"

"[Board of Governors]{.underline}"means the Board of Governors of the
Federal Reserve System of the United States of America.

"[Borrower]{.underline}"has the meaning assigned to such term in the
preamble.

"[Borrowing]{.underline}"means (a) Loans of the same Type made,
converted or continued on the same date and, in the case of Term
Benchmark Loans, as to which a single Interest Period is in effect and
(b) a Swingline Loan.

"[Borrowing Request]{.underline}"means a request by the Borrower for a
Borrowing in accordance with Section 2.03, which shall be, in the case
of any such written request, in the form of [Exhibit B]{.underline} or
any other form approved by the Administrative Agent.

"[Business Day]{.underline}"means, as applicable, (a) any day that is
not a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to remain closed, (b) in
relation to Loans denominated in Euros, any day which is a TARGET Day,
(c) in relation to any Loans denominated in

airbnb.txt

Sterling, a day other than a
day banks are closed for general business in London because such day is
a Saturday, Sunday or a legal holiday under the laws of the United
Kingdom, (d) in relation to Loans denominated in Yen, a day other than
when banks are closed for general business in Japan and (e) in relation
to any Loan denominated in any other Alternative Currency, any such day
on which banks are open for foreign exchange business in the principal
financial center of the country of such currency.

"[Canadian dollars]{.underline}"or "[C\$]{.underline}"means dollars in
lawful currency of Canada.

"[Capital Lease Obligations]{.underline}"of any Person means the
obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of
such Person under GAAP; and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP. For
purposes of Section 6.02, a Capital Lease Obligation shall be deemed to
be secured by a Lien on the propertybeing leased and such property
shall be deemed to be owned by the lessee.

"[Cash Equivalents]{.underline}"means:

(a)dollars, Canadian Dollars, Euros, Sterling, Australian Dollars, Yen
and Singapore

Dollars;

  ------ -- --

  -13-
  ------ -- --

a.in the case of the Borrower or a Subsidiary, such local currencies
held by them from time to time in the ordinary course of business;

b.securities issued or directly and fully and unconditionally guaranteed
or insured by the U.S. government or any agency or instrumentality
thereof the securities of which are unconditionally guaranteed as a full
faith and credit obligation of such government with maturities of 24
months or less from the date of acquisition;

c.certificates of deposit, time deposits and eurodollar time deposits
with maturities of one year or less from the date of acquisition,
bankers'acceptances with maturities not exceeding one year and overnight
bank deposits, in each case with any commercial bank having capital and
surplus of not less than \$250,000,000 in the case of U.S. banks and
\$100,000,000 (or the U.S. dollar equivalent as of the date of
determination) in the case of non-U.S. banks;

d.repu

airbnb.txt

rchase obligations for underlying securities of the types
described in [clauses (c)]{.underline} and [(d)]{.underline} entered
into with any financial institution meeting the qualifications specified
in [clause (d)]{.underline} above;

(f)commercial paper rated at least P-2 by Moody' or at least A-2 by S&P
and in each case maturing within 24 months after the date of creation
thereof;

(g)marketable short-term money market and similar securities having a
rating of at least P-1 or A-1 from either Moody' or S&P, respectively
(or, if at any time neither Moody' nor S&P shall be rating such
obligations, an equivalent rating from another Rating Agency) and in
each case maturing within 24 months after the date of creation thereof;

(h)investment funds investing 95% of their assets in securities of the
types described in [clauses (a)]{.underline} through [(g)]{.underline}
above;

(i)readily marketable direct obligations issued by any state,
commonwealth or territory of the United States or any political
subdivision or taxing authority thereof having an Investment Grade
Rating from either Moody' or S&P with maturities of 24 months or less
from the date of acquisition;

(j)\[Reserved\];

(k)Investments with average maturities of 12 months or less from the
date of acquisition in money market funds rated AAA (or the equivalent
thereof) or better by S&P or Aaa (or the equivalent thereof) or better
by Moody';

(l)shares of investment companies that are registered under the
Investment Company Act of 1940 and substantially all the investments of
which are one or more of the types of securities described in [clauses
(a)]{.underline} through [(k)]{.underline} above; and

(m)in the case of any Foreign Subsidiary, investments of comparable
tenure and credit quality to those described in the foregoing [clauses
(a)]{.underline} through [(l)]{.underline} or other high quality short
term investments, in each case, customarily utilized in countries in
which such Foreign Subsidiary operates for short term cash management
purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts
denominated in currencies other than those set forth in [clauses
(a)]{.underline} and [(b)]{.underline} above, [provided]{.underline}
that such amounts are

  ------ -- --

  -14-
  ------ -- --

converted into any currency listed in [clause (a)]{.underline} and
[(b)]{.u

airbnb.txt

nderline} as promptly as practicable and in any event within ten
Business Days following the receipt of such amounts.

"[Cash Management Obligations]{.underline}"means Obligations under any
facilities or services related to cash management, including treasury,
depository, overdraft, credit or debit card, automated clearing house
fund transfer services, purchase card, electronic funds transfer
(including non-card e-

payables services) and other cash management arrangements and commercial
credit card and merchant card services.

"[Cash Pooling Arrangements]{.underline}"means a deposit account
arrangement among a single depository institution, the Borrower and one
or more Foreign Subsidiaries involving the pooling of cash deposits in
and overdrafts in respect of one or more deposit accounts (each located
outside of the United States and any States and territories thereof)
with such institution by the Borrower and such Foreign Subsidiaries for
cash management purposes.

"[CFC]{.underline}"means a Foreign Subsidiary of the Borrower that is a
"ontrolled foreign corporation"within the meaning of Section 957 of the
Code.

"[CBR Loan]{.underline}"means a Loan that bears interest at a ratedetermined by reference to the Central Bank Rate.

"[CBR Spread]{.underline}"means the Applicable Rate, applicable to such
Loan that is replaced by a CBR

Loan.

"[Central Bank Rate]{.underline}"means, (A) the greater of (i) for any
Loan denominated in (a) Sterling, the Bank of England (or any successor
thereto)' "ank Rate"as published by the Bank of England (or any
successor thereto) from time to time, (b) Euro, one of the following
three rates as may be selected by the Administrative Agent in its
reasonable discretion: (1) the fixed rate for the main refinancing
operations of the European Central Bank (or any successor thereto), or,
if that rate is not published, the minimum bid rate for the main
refinancing operations of the European Central Bank (or any successor
thereto), each as published by the European Central Bank (or any
successor thereto) from time to time, (2) the rate for the marginal
lending facility of the European Central Bank (or any successor
thereto), as published by the European Central Bank (or any successor
thereto) from time to time or (3) the rate for the deposit facility of
the central banking system of the Participating Member States, as
published by the E

airbnb.txt

uropean Central Bank (or any successor thereto) from
time to time, (c) Yen, the "hort-term prime rate"as publicly announced
by the Bank of Japan (or any successor thereto) from time to time and
(d) any other Alternative Currency, a central bank rate as determined by
the Administrative Agent in its reasonable discretion and (ii) the
Floor; plus (B) the applicable Central Bank Rate Adjustment.

"[Central Bank Rate Adjustment]{.underline}"means, for any day, for any
Loan denominated in (a) Euro, a rate equal to the difference (which may
be a positive or negative value or zero) of (i) the average of the
Adjusted EURIBOR Rate for the five most recent Business Days preceding
such day for which the EURIBOR Screen Rate was available (excluding,
from such averaging, the highest and the lowest Adjusted EURIBOR Rate
applicable during such period of five Business Days) minus (ii) the
Central Bank Rate in respect of Euro in effect on the last Business Day
in such period, (b) Sterling, a rate equal to the difference (which may
be a positive or negative value or zero) of (i) the average of Adjusted
Daily Simple RFR for Sterling Borrowings for the five most recent RFR
Business Days preceding suchday for which SONIA was available
(excluding, from such averaging, the highest and the lowest such
Adjusted Daily Simple RFR applicable during such period of five RFR
Business Days) minus (ii) the Central Bank Rate in respect of Sterling
in effect on the last RFR Business Day in such period, (c) Yen, a rate
equal to the difference (which may be a positive or negative value or
zero) of (i) the average of the TIBOR Rate

  ------ -- --

  -15-
  ------ -- --

for the five most recent Business Days preceding such day for which
TIBOR was available (excluding, from such averaging, the highest and the
lowest such TIBOR Rate applicable during such period of five Business
Days) minus (ii) the Central Bank Rate in respect of Yen in effect on
the last Business Day in such period and (d) any other Alternative
Currency, a Central Bank Rate Adjustment as determined by the
Administrative Agent in its reasonable discretion. For purposes of this
definition, (x) the term Central Bank Rate shall be determined
disregarding clause (B) of the definition of such term and (y) each of
the EURIBOR Rate and the TIBOR Rate on any day shall be based on the
EURIBOR Screen Rate and the TIBOR R

airbnb.txt

ate on such day at approximately the
time referred to in the definition of such term for deposits in the
applicable Agreed Currency for a maturity of one month.

A "[Change in Control]{.underline}"shall be deemed to have occurred if
(a) any Person or group of Persons (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on
the date hereof, but excluding any employee benefit plan of the Borrower
and its Subsidiaries, and any Person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan),
shall have acquired beneficial ownership (within the meaning of Section
13(d) or 14(d) of the Exchange Act and the applicable rules and
regulations thereunder) of more than 35% of the outstanding Voting
Shares in the Borrower or (b) a "hange in control"(or similar event,
however denominated), under and as defined in any indenture, credit
agreement or other agreement or instrument evidencing, governing the
rights of the holders of or otherwise relating to any Material
Indebtedness of the Borrower or any Subsidiary, shall have occurred with
respect to the Borrower.

"[Change in Law]{.underline}"means theoccurrence, after the date of
this Agreement, of any of the following:

\(a\) the adoption or taking effect of any law, rule, regulation or
treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation, implementation or application thereof by
any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by
any Governmental Authority; [provided]{.underline} that, notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith or in the
implementation thereof and (ii) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a
"hange in Law" regardless of the date enacted, adopted, promulgated or
issued or implemented.

"[Charges]{.underline}"has the meaning set forth in

airbnb.txt

Section 9.13.

"[CME Term SOFR Administrator]{.underline}"means CME Group Benchmark
Administration Limited as administrator of the forward-looking term
Secured Overnight Financing Rate (SOFR) (or a successor administrator).
The market data is the property of Chicago Mercantile Exchange Inc. or
its licensors as applicable. All rights reserved, or otherwise licensed
by Chicago Mercantile Exchange Inc.

"[Code]{.underline}"means the U.S. Internal Revenue Code of 1986, as
amended.

"[Communications]{.underline}"means, collectively, any notice, demand,
communication, information, document or other material provided by or on
behalf of the Borrower pursuant to any Loan Document or the transactions
contemplated therein that is distributed to the Administrative Agent or
any Lender by means of electronic communications pursuant to Section
9.01, including through the Platform.

"[Compliance Certificate]{.underline}"means a Compliance Certificate
substantially in the form of [Exhibit C]{.underline} or any other form
approved by the Administrative Agent in its reasonable discretion.

  ------ -- --

  -16-
  ------ -- --

"[Consolidated EBITDA]{.underline}"means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, an amount equal
to Consolidated Net Income for such period [plus]{.underline} the
following to the extent deducted in calculating such Consolidated Net
Income:

(a)provision for income taxes,

(b)interest expense and other income (expense),

(c)depreciation and amortization expense (including amortization or
impairment of Intangible Assets for Acquisitions or Dispositions) for
such period,

(d)stock-based compensation expense,

(e)restructuring charges,

(f)payroll taxes on exercise of stock options or vesting of restricted
stock units or other equity awards in such period,

(g)impairment of goodwill or other assets in such period,

(h)extraordinary charges or losses,

(i)any GAAP transaction expenses related to Acquisitions or
Dispositions,

(j)(x) unrealized net losses on obligations under any Swap Contract or
other derivative instruments and from the revaluation of foreign
currency denominated assets or liabilities, (y) bank and letter of
credit fees and other financing fees and (z) costs of equity or debt
offerings, including surety bonds, in connection with financing
activities,

(k)any other non-cash expenses,

airbnb.txt

non-cash losses and non-cash charges,
including any write-offs or write-downs reducing Consolidated Net Income
for such period ([provided]{.underline} that if any such non-cash
charges represent an accrual or reserve for potential cash items in any
future period, (A) the Borrower may elect not to add back such non-cash
charge in the current period and (B) to the extent the Borrower elects
to add back such non-cash charge, the cash payment in respect thereof in
such future period shall be subtracted from Consolidated EBITDA to such
extent), but excluding amortization of a prepaid cash item that was paid
in a prior period,

(l)"un rate"cost savings, operating expense reductions and synergies
related to mergers and other business combinations, acquisitions,
divestitures, restructurings, cost savings initiatives and other similar
initiatives consummated after the Effective Date that are reasonably
identifiable and factually supportable and projected by the Borrower, in
good faith to result from actions that have been taken or with respect
to which substantial steps have been taken or are expected to be taken
(in the reasonable and good faith determination of the Borrower and as
certified to by the chief executive officer, chief financial officer,
treasurer, chief accounting officer or controller of the Borrower in a
certificate delivered to the Administrative Agent), within 24 months
after a merger or other business combination, acquisition, divestiture,
restructuring, cost savings initiative or other initiative is
consummated, net of the amount of actual benefits realized during such
period from such actions, in each case calculated on a pro forma basis
as though such cost savings, operating expense reductions and synergies
had been realized on the first day of such period for which Consolidated
EBITDA is being determined and as if such cost savings, operating
expense reductions and synergies were realized during the

  ------ -- --

  -17-
  ------ -- --

entirety of such period; provided that the aggregate amount added
pursuant to this [clause (l)]{.underline} together with any cost savings
included pursuant to the definition of Pro Forma Adjustments for such
period, collectively, shall not exceed 15.0% of Consolidated EBITDA for
such period (calculated prior to giving effect to the addition of all
such amounts),

(m)any net loss for such p

airbnb.txt

eriod from disposed, abandoned or discontinued
operations,

(n)net changes to the reserves for goods and services tax, value add
taxes, lodging taxes or similar taxes for which management believes it
is probable that the Borrower may be held jointly liable with hosts for
collecting and remitting such taxes, and other similar taxes, and

(o)any GAAP expenses incurred associated with an initial public
offering, including related payroll taxes (regardless of whether or not
a registration statement is declared effective),

and [minus]{.underline} the following to the extent included in
calculating such Consolidated Net Income: (w) extraordinary gains, (x)
interest income, (y) any reversals of non-cash exit and disposal costs
during such period and any non-cash gains increasing Consolidated Net
Income of the Borrower for such period, excluding any non-cash gains to
the extent they represent the reversal of an accrual or reserve for a
potential cash item that reduced Consolidated EBITDA in any prior period
and any non-cash gains with respect to cash actually received in a prior
period so long as such cash did not increase Consolidated EBITDA in such
prior period and (z) any net income for such period from disposed,
abandoned or discontinued operations.

There shall be included in determining Consolidated EBITDA for any
period, without duplication, (A) the Acquired EBITDA of any Person,
property, business or asset acquired by the Borrower or any Subsidiary
during such period (but not the Acquired EBITDA of any related Person,
property, business or assets to the extent not so acquired), to the
extent not subsequently sold, transferred or otherwise disposed by the
Borrower or such Subsidiary during such period (each such Person,
property, business or asset acquired and not subsequently so disposed
of, an "[Acquired Entity or]{.underline} [Business]{.underline}", based
on the actual Acquired EBITDA of such Acquired Entity or Business for
such period (including the portion thereof occurring prior to such
acquisition or conversion) and (B) for the purposes of calculating the
Leverage Ratio, an adjustment in respect of each Acquired Entity or
Business equal to the amount of the Pro Forma Adjustment with respect to
such Acquired Entity or Business for such period (including the portion
thereof occurring prior to such acquisition) as specified in a
certificate executed by

airbnb.txt

the chief executive officer, chief financial
officer, treasurer, chief accounting officer or controller of the
Borrower and delivered to the Lenders and the Administrative Agent.
There shall be excluded in determining Consolidated EBITDA for any
period the Disposed EBITDA of any Person, property, business or asset
sold, transferred or otherwise disposed of or, closed or classified as
discontinued operations (but if such operations are classified as
discontinued due to the fact that they are subject to an agreement to
dispose of such operations, only when and to the extent such operations
are actually disposed of) by the Borrower or any Subsidiary during such
period (each such Person, property, business or asset so sold or
disposed of, a "[Sold Entity or Business]{.underline}", based on the
actual Disposed EBITDA of such Sold Entity or Business for such period
(including the portion thereof occurring prior to such sale, transfer or
disposition).

"[Consolidated Interest Expense]{.underline}"means, with respect to any
Person for any period, without duplication, the sum of:

(a)consolidated interest expense of such Person and its Subsidiaries for
such period, to the extent such expense was deducted (and not added
back) in computing Consolidated Net Income (including (i)

  ------ -- --

  -18-
  ------ -- --

amortization of original issue discount resulting from the issuance of
Indebtedness at less than par, (ii) all commissions, discounts and other
fees and charges owed with respect to letters of credit or bankers
acceptances, (iii) non-cash interest expense (but excluding any non-cash
interest expense attributable to the movement in the mark to market
valuation of Hedging Obligations or other derivative instruments
pursuant to GAAP), (iv) the interest component of Capital Lease
Obligations, (v) net payments, if any, pursuant to interest rate Hedging
Obligations with respect to Indebtedness; (vi) net losses on Hedging
Obligations or other derivative instruments entered into for the purpose
of hedging interest rate risk and

\(vii\) costs of surety bonds in connection with financing activities
and excluding (x) amortization of deferred financing fees, debt issuance
costs, commissions, fees and expenses, (y) any expensing of bridge,
commitment and other financing fees and (z) commissions, discounts,
yield and other fees and charges (including

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any interest expense)
related to any Receivables Facility); [plus]{.underline}

(b)consolidated capitalized interest of such Person and its Subsidiaries
for such period, whether paid or accrued; [minus]{.underline}

(c)interest income of such Person and its Subsidiaries for such period.

For purposes of this definition, interest on a Capital Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by
the Borrower to be the rate of interest implicit in such Capital Lease
Obligation in accordance with GAAP.

"[Consolidated Net Income]{.underline}"means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, the net income of
the Borrower and its Subsidiaries (excluding extraordinary gains and
extraordinary losses) for that period and computed in accordance with
GAAP.

"[Consolidated Total Indebtedness]{.underline}"means the aggregate
principal amount of Indebtedness of the Borrower and its Subsidiaries
(other than Subordinated Indebtedness and Indebtedness of the type
described in clause (iv) of the definition thereof).

"[Control]{.underline}"means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or
policies, or the dismissal or appointment of the management, of a
Person, whether through the ability to exercise voting power, by
contract or otherwise. "[Controlling]{.underline}"and
"[Controlled]{.underline}"have meanings correlative thereto.

"[Corresponding Tenor]{.underline}"with respect to any Available Tenor
means, as applicable, either a tenor (including overnight) or an
interest payment period having approximately the same length
(disregarding business day adjustment) as such Available Tenor.

"[Credit Party]{.underline}"means the Administrative Agent and each
Lender.

"[Daily Simple ESTR]{.underline}"means, for any day, ESTR, with the
conventions for this rate (which may include a lookback) being
established by the Administrative Agent in accordance with the
conventions for this rate selected or recommended by the Relevant
Governmental Body for determining "aily Simple ESTR"for business loans;
provided that, if the Administrative Agent decides that any such
convention is not administratively feasible for the Administrative
Agent, then the Administrative Agent may establish another convention in
its reasonable discretion (in consultation with the Bo

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rrower); *provided
that* if Daily Simple ESTR as so determined would be less than the
Floor, such rate shall be deemed to be equal to the Floor for the
purposes of this Agreement.

"[Daily Simple RFR]{.underline}"means, for any day (an "[RFR Interest
Day]{.underline}", an interest rate per annum equal to, for any RFR Loan
denominated in (i) Sterling, SONIA for the day that is 5 RFR Business
Days

  ------ -- --

  -19-
  ------ -- --

prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR
Interest Day or (B) if such RFR Interest Day is not an RFR Business Day,
the RFR Business Day immediately preceding such RFR Interest Day, (ii)
Euros, Daily Simple ESTR (to the extent applicable pursuant to Section
2.11), (iii) dollars, Daily Simple SOFR (to the extent applicable
pursuant to Section 2.11) and (iv) Singapore Dollars, SORA for the day
that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an
RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day
is not an RFR Business Day, the RFR Business Day immediately preceding
such RFR Interest Day.

"[Daily Simple SOFR]{.underline}"means, for any day (a "[SOFR Rate
Day]{.underlin

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e}", a rate per annum equal to SOFR for the day (such day
"[SOFR Determination Date]{.underline}" that is five (5) RFR Business
Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such
SOFR Rate Day or (ii) if such SOFR Rate Day is not an RFR Business Day,
the RFR Business Day immediately preceding such SOFR Rate Day, in each
case, as such SOFR is published by the SOFR Administrator on the SOFR
Administrator' Website. Any change in Daily Simple SOFR due to a change
in SOFR shall be effective from and including the effective date of such
change in SOFR without notice to the Borrower.

"[Debtor Relief Laws]{.underline}"means the Bankruptcy Code of the
United States of America, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect.

"[Default]{.underline}"means any event or condition that constitutes, or
upon notice, lapse of time or both hereunder would constitute, an Event
of Default.

"[Defaulting Lender]{.underline}"means any Lender that (a) has failed,
within two Business Days of the date required to be funded or paid, (i)
to fund any portion of its Loans, (ii) fund any portion of its
participations in Letters of Credit or Swingline Loans or (iii) to pay
to any Credit Party any other amount required to be paid by it
hereunder, unless, in the case of clause (i) above, such Lender notifies
the Administrative Agent in writing that such failure is the result of
such Lender' good faith determination that a condition precedent to
funding (not otherwise waived in accordance with the terms hereof)
(specifically identified in such writing, including, if applicable, by
reference to a specific Default) has not been satisfied, (b) has
notified the Borrower or the Administrative Agent in writing, or has
made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement
(unless such writing or public statement indicates that such position is
based on such Lender' good-faith determination that a condition
precedent (specifically identified in such writing, including, if
applicable, by reference to a specific Default) to funding a Loan cannot
be satisfied) or generall

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y under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request
by the Administrative Agent made in good faith, to provide a
certification in writing from an authorized officer of such Lender that
it will comply with its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit and Swingline Loans
under this Agreement, [provided]{.underline} that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon the
Administrative Agent' receipt of such certification in form and
substance satisfactory to it, or (d) has become, or is a subsidiary of a
Person that has become, the subject of a Bankruptcy Event or a Bail-In
Action, or, in the good faith belief of any Issuing Bank or the
Swingline Lender, has defaulted in fulfilling its obligations under one
or more other agreements in which such Lender agrees to extend credit
and, in either such case under this [clause (d)]{.underline}, any of an
Issuing Bank or the Swingline Lender has deemed such Lender to be a
Defaulting Lender, unless such Issuing Bank or the Swingline Lender, as
the case may be, shall have entered into arrangements with the Borrower
or such Lender satisfactory to such Issuing Bank and/or the Swingline
Lender, as the case may be, to defease any risk in respect of such
Lender hereunder. Any determination by the Administrative Agent that a
Lender is a Defaulting Lender under any of the foregoing clauses, and
the effective date of such status, shall be conclusive and binding

  ------ -- --

  -20-
  ------ -- --

absent manifest error, and such Lender shall be deemed to be a
Defaulting Lender (subject to Section 2.17) as of the date established
therefor by the Administrative Agent in a written notice of such
determination, which shall be delivered by the Administrative Agent to
the Borrower and each other Lender promptly following such
determination.

"[Disposed EBITDA]{.underline}"means, with respect to any Sold Entity or
Business for any period, the amount for such period of Consolidated
EBITDA of such Sold Entity or Business (determined as if references to
the Borrower and the Subsidiaries in the definition of "onsolidated
EBITDA"(and in the component definitions used therein) were references
to such Sold Entity or Business and its Subsidiaries), all as determined
o

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n a consolidated basis for such Sold Entity or Business.

"[Disposition]{.underline}"means any sale, transfer or other
disposition, or series of related sales, transfers, or dispositions
(including pursuant to any merger, amalgamation or consolidation), of
property that constitutes (a) assets comprising all or substantially all
of a division, business or operating unit or product line of any Person
or (b) all or substantially all of the Equity Interests in a Person.

"[Disqualified Institutions]{.underline}"means (a) those institutions
set forth on [Schedule 1.01(a)]{.underline} hereto, (b) any Person who
is a competitor of the Borrower and its subsidiaries that are separately
identified in writing (including by email) by the Borrower to the
Administrative Agent from time to time and (c) any affiliate of any
Person described in clauses (a) and (b) above (other than bona fide debt
fund affiliates that have not themselves been identified in accordance
with clause (a) above) that are either (1) identified in writing by you
from time to time or (2) clearly identifiable as affiliates solely on
the basis of such affiliate' name. It is understood and agreed that (i)
the foregoing provisions shall not apply retroactively to any person if
such Person shall have previously acquired an assignment or
participation interest (or shall have previously entered into a trade
therefor) prior thereto, but shall disqualify such Person from taking
any further assignment or participation thereafter, (ii) each written
supplement shall become effective two (2) Business Days after delivery
thereof to the Administrative Agent and (iii) the Administrative Agent,
upon prior request of any potential assignee or participant, may
confirm, on a confidential basis, if a specified Person is on the list.

"[Disqualified Stock]{.underline}"means, with respect to any Person, any
Equity Interest of such Person which, by its terms, or by the terms of
any security into which it is convertible or for which it is puttable or
exchangeable, or upon the happening of any event, matures or is
mandatorily redeemable (other than solely for Equity Interest which is
not Disqualified Stock and cash in lieu of fractional shares) pursuant
to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof (in each case, other than solely as a
result of a change of control, asset sale

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or similar events), in whole
or in part, in each case prior to the date that is 91 days after the
date set forth in the definition of Maturity Date;
[provided]{.underline}, [however]{.underline}, that if such Equity
Interest is issued to any plan for the benefit of employees, officers,
directors, managers or consultants of any direct or indirect parent
thereof, the Borrower or its Subsidiaries or by any such plan to such
employees, officers, directors, managers or consultants, such Equity
Interest shall not constitute Disqualified Stock solely because it may
be required to be repurchased in order to satisfy applicable statutory
or regulatory obligations or as a result of the termination, death or
disability of such officers, directors, managers or consultants.

"[Diverse Supplier Fee Adjustment Amount]{.underline}"means, with
respect to any period between Sustainability Pricing Adjustment Dates,
(a) positive 0.005%, if the Diverse Supplier Spend Percentage as set
forth in the applicable KPI Metrics Certificate is less than the Diverse
Supplier Spend Percentage Threshold, (b) 0.000%, if the Diverse Supplier
Spend Percentage as set forth in the applicable KPI Metrics Certificate
is more than or equal to the Diverse Supplier Spend Percentage Threshold
but less than the Diverse Supplier Spend Percentage Target, and (c)
negative 0.005%, if the Diverse Supplier

  ------ -- --

  -21-
  ------ -- --

Spend Percentage as set forth in the applicable KPI Metrics Certificate
is more than or equal to the Diverse Supplier Spend Percentage Target.

"[Diverse Supplier Margin Adjustment Amount]{.underline}"means, with
respect to any period between Sustainability Pricing Adjustment Dates,
(a) positive 0.025%, if the Diverse Supplier Spend Percentage as set
forth in the applicable KPI Metrics Certificate is less than the Diverse
Supplier Spend Percentage Threshold, (b) 0.000%, if the Diverse Supplier
Spend Percentage as set forth in the applicable KPI Metrics Certificate
is more than or equal to the Diverse Supplier Spend Percentage Threshold
but less than the Diverse Supplier Spend Percentage Target, and (c)
negative 0.025%, if the Diverse Supplier Spend Percentage as set forth
in the applicable KPI Metrics Certificate is more than or equal to the
Diverse Supplier Spend Percentage Target.

"[Diverse Supplier Spend Percentage]{.underline}"means, with respec

airbnb.txt

t to
any fiscal year, the percentage of Borrower' addressable U.S. spend that
goes to Diverse Suppliers (as defined in [Schedule 1.13]{.underline}).

"[Diverse Supplier Spend Percentage Target]{.underline}"means, with
respect to any fiscal year, the amount set forth in Schedule 1.13.

"[Diverse Supplier Spend Percentage Threshold]{.underline}"means, with
respect to any fiscal year, the amount set forth in Schedule 1.13.

"[Documentation Agents]{.underline}"means Bank of the West, HSBC Bank
USA, N.A., Royal Bank of Canada, Santander Bank, N.A. and Standard
Chartered Bank, each in their capacities as documentation agents for the
Revolving Facility.

"[Dollar Equivalent]{.underline}"means, for any amount, at the time of
determination thereof, (a) if such amount is expressed in dollars, such
amount, (b) if such amount is expressed in an Alternative Currency, the
equivalent of such amount in dollars determined by using the rate of
exchange for the purchase of dollars with the Alternative Currency last
provided (either by publication or otherwise provided to the
Administrative Agent) by Reuters on the Business Day (New York City
time) immediately preceding the date of determination or ifsuch service
ceases to be available or ceases to provide a rate of exchange for the
purchase of dollars with the Alternative Currency, as provided by such
other publicly available information service which provides that rate of
exchange at such time in place of Reuters as agreed upon by the
Administrative Agent and the Borrower (or if such service ceases to be
available or ceases to provide such rate of exchange, the equivalent of
such amount in dollars as mutually determined by the Administrative
Agent and the Borrower) and (c) if such amount is denominated in any
other currency, the equivalent of such amount in dollars as determined
by the Administrative Agent using procedures similar to clause (b) above
or otherwise using any method of determination mutually determined by
the Administrative Agent and the Borrower.

"[dollars]{.underline}"or "[\$]{.underline}"refers to lawful money of
the United States of America.

"[Domestic Subsidiaries]{.underline}"means, with respect to any Person,
any subsidiary of such Person other than a Foreign Subsidiary.

"[DQ List]{.underline}"has the meaning assigned to such term in Section
9.04(e)(iv).

"[EEA Financial Institution]{.underline}"means

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(a) any credit
institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b)
any entity established in an EEA Member Country that is a parent of any
Person described in clause (a) above, or (c)

  ------ -- --

  -22-
  ------ -- --

any entity established in an EEA Member Country that is a subsidiary of
any Person described in clause (a) or (b) above and is subject to
consolidated supervision with its parent.

"[EEA Member Country]{.underline}"means any of the member states of the
European Union, Iceland, Liechtenstein and Norway.

"[EEA Resolution Authority]{.underline}"means any public administrative
authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility
for the resolution of any EEA Financial Institution.

"[Effective Date]{.underline}"means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02).

"[Effective Date Refinancing]{.underline}"means the refinancing of the
Existing Revolving Credit Agreement, including the repayment of allamounts outstanding thereunder, the termination of all related
commitments and the termination and release of all related security
interests.

"[Electronic Signature]{.underline}"means an electronic sound, symbol,
or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept
such contract or record.

"[Eligible Assignee]{.underline}"means (a) a Lender, (b) an Affiliate of
a Lender, (c) an Approved Fund and

\(d\) any other Person, other than, in each case, a natural person, a
holding company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural person or relative(s) thereof, a
Disqualified Institution, a Defaulting Lender, the Borrower or any
Subsidiary or other Affiliate of the Borrower.

"[Engagement Letter]{.underline}"means the Engagement Letter, dated
September 29, 2022 (as amended from time to time), between the Borrower
and Morgan Stanley.

"[Environmental Laws]{.underline}"means all rules, regulations, codes,
ordinances, judgments, orders, decrees, directives, laws, injunctions or
binding agreements issued, promulgated or entered into by or with any
Gover

airbnb.txt

nmental Authority and relating in any way to protection of the
environment, to preservation or reclamation of natural resources, to the
management, generation, use, handling, transportation, storage,
treatment, disposal, Release or threatened Release or the
classification, registration, disclosure or import of, or exposure to,
any toxic or hazardous materials, substance or waste or to related
health or safety matters.

"[Environmental Liability]{.underline}"means any liability, obligation,
loss, claim, action, order or cost, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines,
penalties and indemnities), directly or indirectly resulting from or
based upon (a) any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous
Material, (c) any exposure to any Hazardous Material, (d) the Release or
threatened Release of any Hazardous Material or (e) any contract or
agreement pursuant to which liability is assumed or imposed with respect
to any of the foregoing.

"[Equity Interests]{.underline}"means shares of capital stock,
partnership interests, membership interests, beneficial

airbnb.txt

interests or
other ownership interests, whether voting or nonvoting, in, or interests
in the income or profits of, a Person, and any warrants, options or
other rights entitling the holder thereof to purchase or acquire any of
the foregoing (other than, prior to the date of conversion, Indebtedness
that is convertible into any such Equity Interests).

  ------ -- --

  -23-
  ------ -- --

"[ERISA]{.underline}"means the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder.

"[ERISA Affiliate]{.underline}"means any trade or business (whether or
not incorporated) that, together with the Borrower or any Subsidiary, is
treated as a single employer under Section 414(b) or 414(c) of the Code
or Section 4001(a)(14) of ERISA or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414(m) or 414(o) of the Code.

"[ERISA Event]{.underline}"means (a) any "eportable event" as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (other than an event for which the 30-day notice period is
waived),

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(b) any failure by any Plan to satisfy the "inimum funding
standard"(within the meaning of Section 412 of the Code or Section 302
of ERISA) applicable to such Plan, in each case whether or not waived,
(c) the filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan, (d) a determination that any Plan is, or is
expected to be, in "t-risk"status (as defined in Section 303(i)(4) of
ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV
of ERISA with respect to the termination of any Plan, (f) the receipt by
the Borrower or any of its ERISA Affiliates from the PBGC or a plan
administrator of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan,

\(g\) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal
(including under Section 4062(e) of ERISA) of the Borrower or any of its
ERISA Affiliates from any Plan or Multiemployer Plan, or (h) the receipt
by the Borrower o

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r any of its ERISA Affiliates of any notice, or the
receipt by any Multiemployer Plan from the Borrower or any of its ERISA
Affiliates of any notice, concerning the imposition upon the Borrower or
any of its ERISA Affiliates of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent, within
the meaning of Title IV of ERISA or in endangered or critical status,
within the meaning of Section 305 of ERISA.

*"*[ESTR]{.underline}"means, with respect to any Business Day, a rate
per annum equal to the Euro Short Term Rate for such Business Day
published by the ESTR Administrator on the ESTR Administrator' Website.

"[ESTR Administrator]{.underline}"means the European Central Bank (or
any successor administrator of the Euro Short Term Rate).

"[ESTR Administrator' Website]{.underline}"means the European Central
Bank' website, currently at http://www.ecb.europa.eu, or any successor
source for the Euro Short Term Rate identified as such by the ESTR
Administrator from time to time.

"[EU Bail-In Legislation Schedule]{.underline}"means the EU Bail-In
Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time.

"[EURIBOR Rate]{.underline}"means, with respect to any Term Benchmark
Borrowing denominated in Euro and for any Interest Period, the EURIBOR
Screen Rate, two TARGET Days prior to the commencement of such Interest
Period.

"[EURIBOR Screen Rate]{.underline}"means the euro interbank offered rate
administered by the European Money Markets Institute (or any other
person which takes over the administration of that rate) for the
relevant period displayed (before any correction, recalculation or
republication by the administrator) on page EURIBOR01 of the Thomson
Reuters screen (or any replacement Thomson Reuters page which displays
that rate) or on the appropriate page of such other information service
which publishes that rate from time to time in place of Thomson Reuters
as published at approximately 11:00 a.m. Brussels time

  ------ -- --

  -24-
  ------ -- --

two TARGET Days prior to the commencement of such Interest Period. If
such page or service ceases to be available, the Administrative Agent
may specify another page or service displaying the relevant rate.

"[Euro]{.underline}"or "[€]{.underline}"means the single currency of the
Partic

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ipating Member States.

"[Events of Default]{.underline}"has the meaning set forth in Section
7.01.

"[Exchange Act]{.underline}"means the United States Securities Exchange
Act of 1934.

"[Excluded Earnout]{.underline}"means any obligations of the Borrower or
any Subsidiary to pay additional consideration in connection with any
Acquisition, if such additional consideration is payable (i) in capital
stock or other Equity Interests, (ii) in cash or (iii) any combination
of the foregoing.

"[Excluded Subsidiary]{.underline}"means (a) any subsidiary that is not
a wholly-owned Subsidiary, (b) any Immaterial Subsidiary, (c) any
subsidiary that is prohibited by applicable law or contractual
obligations from guaranteeing the Obligations, (d) (i) any direct or
indirect Domestic Subsidiary of a CFC or (ii) any FSHCO, (e) any captive
insurance subsidiary, (f) any not-for-profit subsidiary, (g) any other
subsidiary with respect to which in the reasonable judgment of the
Administrative Agent and the Borrower, the cost or other consequences of
providing a guarantee of the Obligations shall be excessive in view of
the benefits to be obtained by the Lenders therefrom (it being agreed
that the cost

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and other consequences of a Foreign Subsidiary providing a
guarantee are excessive in view of the benefits except as elected (and
solely as so elected) by the Borrower pursuant to Section 5.10), (i) any
Receivables Subsidiary and (j) any subsidiary that is a special purpose
entity.

"[Excluded Taxes]{.underline}"means any of the following Taxes imposed
on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net
income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized
under the laws of, or having its principal office or, in the case of any
Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) in the case of any Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of
such Recipient with respect to an applicable interest in a Loan pursuant
to a law in effect on the date on which (i) such Lender acquires the
applicable interest in the applicable Commitment to which such Loan
relates (other than pursuant to an assignment request by the Borrower
under Section 2.16) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 2.14,
amounts with respect to such Taxes were payable either to such Lender\'s
assignor, if any, immediately before such Lender acquired such
applicable interest in the applicable Commitment or to such Lender
immediately before it changed its lending office,

\(c\) Taxes attributable to such Recipient' failure to comply with
Section 2.14(f), (d) any Taxes imposed under FATCA and (e) any U.S.
federal backup withholding taxes.

"[Existing Letters of Credit]{.underline}"has the meaning set forth in
[Section 2.20]{.underline}.

"[Existing Revolving Credit Agreement]{.underline}"means that certain
Credit and Guarantee Agreement, dated as of November 19, 2020 (as
amended, amended and restated, supplemented or otherwise modified from
time to time), by and among the Borrower, the other parties thereto from
time to time as a borrower or guarantor, the lenders from time to time
party thereto, Morgan Stanley Senior Funding, Inc., as administrative
agent, and the other parties from time to ti

airbnb.txt

me party thereto.

"[FATCA]{.underline}"means Sections 1471 through 1474 of the Code, as of
the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply
with), any current or future regulations thereunder or official
interpretations thereof, any

  ------ -- --

  -25-
  ------ -- --

agreements entered into pursuant to current Section 1471(b) of the Code
(or any amended or successor version described above), any
intergovernmental agreement (and related legislation, rules or other
official administrative guidance) implementing the foregoing.

"[Federal Funds Effective Rate]{.underline}"means, for any day, the rate
per annum calculated by the Federal Reserve Bank of New York based on
such day' federal funds transactions by depository institutions (as
determined in such manner as the Federal Reserve Bank of New York shall
set forth on its public website from time to time) and published on the
next succeeding Business Day by the Federal Reserve Bank of New York as
the federal funds effective rate; [provided]{.underline} that if the
Federal Funds Effective Rate as so determined would be lessthan zero,
such rate shall be deemed to be zero for purposes of this Agreement.

"[Federal Reserve Board]{.underline}"means the Board of Governors of the
Federal Reserve System of the United States of America.

"[Finance Lease]{.underline}"means, as applied to any Person, any lease
of any property (whether real, personal or mixed) by that Person as
lessee that, in conformity with GAAP, is or should be accounted for as a
finance lease on the balance sheet of that Person; *provided*, that for
the avoidance of doubt, "inance Lease"shall not include obligations or
liabilities of any Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations would be required
to be classified and accounted for as an operating lease under GAAP as
in effect on December 31, 2015.

"[Financial Officer]{.underline}"means, with respect to any Person, the
chief executive officer, chief financial officer, principal accounting
officer, vice president-treasury, treasurer or controller of such
Person.

"[Fixed Charge Coverage Ratio]{.underline}"on any date, the ratio of (a)
Consolidated EBITDA for

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the period of four consecutive fiscal quarters
of the Borrower most recently ended on or prior to such date (b) Fixed
Charges for the period of four consecutive fiscal quarters of the
Borrower most recently ended on or prior to such date.

"[Fixed Charges]{.underline}"means, with respect to any Person for any
period, the sum, without duplication,

of:

(a)Consolidated Interest Expense of such Person and Subsidiaries for
such period; [plus]{.underline}

(b)all cash dividends or other distributions paid to any Person other
than such Person or any such Subsidiary (excluding items eliminated in
consolidation) on any series of Preferred Stock of the Borrower or a
Subsidiary during such period; [plus]{.underline}

(c)all cash dividends or other distributions paid to any Person other
than such Person or any such Subsidiary (excluding items eliminated in
consolidation) on any series of Disqualified Stock of the Borrower or a
Subsidiary during such period.

"[Floor]{.underline}"means the benchmark rate floor, if any, provided in
this Agreement initially (as of the execution of this Agreement, the
modification, amendment or renewal of this Agreement or otherwise) with
respect to each Term Benchmark, each Adjusted Daily Simple RFR or the
Central Bank Rate, as applicable. For the avoidance of doubt the initial
Floor for each Term Benchmark, each Adjusted Daily Simple RFR, each
Daily Simple RFR and each Central Bank Rate, shall be zero.

  ------ -- --

  -26-
  ------ -- --

"[Foreign Subsidiary]{.underline}"means, with respect to any Person, any
subsidiary of such Person that is organized and existing under the laws
of any jurisdiction other than the United States of America, any state
thereof or the District of Columbia.

"[FSHCO]{.underline}"means any Domestic Subsidiary of the Borrower that
has no material assets other than the Equity Interests of one or more
CFCs.

"[GAAP]{.underline}"means, subject to Section 1.04(a), generally
accepted accounting principles in the United States of America, applied
in accordance with the consistency requirements thereof.

"[GHG Emissions]{.underline}"means the total corporate Scope 3
greenhouse gas emissions of the Borrower and its Subsidiaries (measured
in metric tons of CO2e) for any applicable year. Scope 3 corporate
greenhouse gas emissions includes the following categories defined by
the Greenhouse Gas Proto

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col, as applied to Borrower: 3.1 Purchased goods
and services, 3.2 Capital goods, 3.3 Fuel- and energy-related activities
(not included in Scope 1 and Scope 2), 3.5 Waste generated in
operations, 3.6 Business travel,

3.7 Employee commuting, and 3.8 Upstream leased assets.

"[GHG Emissions Fee Adjustment Amount]{.underline}"means, with respect
to any period between Sustainability Pricing Adjustment Dates, (a)
positive 0.005%, if the GHG Emissions Intensity as set forth in the
applicable KPI Metrics Certificate is more than the GHG Intensity Target
and (b) negative 0.005%, if the GHG Emissions Intensity as set forth in
the applicable KPI Metrics Certificate is less than or equal to GHG
Intensity Target.

"[GHG Emissions Intensity]{.underline}"means the quotient of the GHG
Emissions for any applicable fiscal year *divided* by GHG Gross Profit
for such fiscal year.

"[GHG Emissions Margin Adjustment Amount]{.underline}"means, with
respect to any period between Sustainability Pricing Adjustment Dates,
(a) positive 0.025%, if the GHG Emissions Intensity as set forth in the
applicable KPI Metrics Certificate is more than the GHG Intensity Target
and (b) negative 0.025%, if the GHG Emissi

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ons Intensity as set forth in
the applicable KPI Metrics Certificate is less than or equal to the GHG
Intensity Target.

"[GHG Gross Profit]{.underline}"means, for purposes of calculating
Borrower' GHG Emissions Intensity, Borrower' revenue minus cost of
revenue for the relevant period.

"[GHG Intensity Target]{.underline}"means, with respect to any fiscal
year, the targets set forth in the Sustainability Table.

"[Governmental Approvals]{.underline}"means all authorizations,
consents, approvals, permits, licenses and exemptions of, registrations
and filings with, and reports to, Governmental Authorities.

"[Governmental Authority]{.underline}"means the government of the United
States of America or any other nation or any political subdivision of
any thereof, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national
body exercising such powers or functions, such as the European Union,
the Bank of England, the UK Financial Conduct Authority or the European
Central Bank).

"[Guarantee]{.underline}"of or by any Person (the
"[guarantor]{.underline}" means any obligation, contingent or otherwise,
of the guarantor guaranteeing any Indebtedness or other obligation of
any other Person (the "[primary]{.underline} [obligor]{.underline}" in
any manner, whether directly or indirectly, and including any obligation
of the guarantor,

  ------ -- --

  -27-
  ------ -- --

direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other obligation or (d) as
an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or other obligation;
[provided]{.underline} that the term "uaran

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tee"shall not include
endorsements for collection or deposit in the ordinary course of
business. The amount, as of any date of determination, of any Guarantee
shall be the principal amount outstanding on such date of the
Indebtedness or other obligation guaranteed thereby (or, in the case of
(i) any Guarantee the terms of which limit the monetary exposure of the
guarantor or (ii) any Guarantee of an obligation that does not have a
principal amount, the maximum monetary exposure as of such date of the
guarantor under such Guarantee (as determined, in the case of clause
(i), pursuant to such terms or, in the case of clause (ii), reasonably
and in good faith by the chief financial officer of the Borrower)).

"[Guarantor]{.underline}"and "[Guarantors]{.underline}"has the meaning
set forth in Section 5.10(a).

"[Guaranty]{.underline}"and "[Guaranties]{.underline}"has the meaning
set forth in Section 5.10(a).

"[Hazardous Materials]{.underline}"means all explosive, radioactive,
hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

"[Hedging Agreement]{.underline}"means any agreement with respect to any
swap, forward, future or derivative transaction, or any option or
similar agreement, involving, or settled by reference to, one or more
rates, currencies, commodities, prices of equity or debt securities or
instruments, or economic, financial or pricing indices or measures of
economic, financial or pricing risk or value, or any similar transaction
or combination of the foregoing transactions; [provided]{.underline}
that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers,
employees or consultants of the Borrower or the Subsidiaries shall be a
Hedging Agreement. The amount of the obligations of the Borrower or any
Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

"[Hedging Obligations]{.underline}"means, with respect to any Person,

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the obligations of such Person under any Hedging Agreement.

"[Immaterial Subsidiary]{.underline}"means each of the Subsidiaries of
the Borrower for which (a) (i) the assets of such Subsidiary constitute
less than 5.0% of the total assets of the Borrower and its Subsidiaries
on a consolidated basis and (ii) the Consolidated EBITDA of such
Subsidiary accounts for less than 5.0% of the Consolidated EBITDA of the
Borrower and its Subsidiaries on a consolidated basis and (b) (i) the
assets of all relevant Subsidiaries constitute 15.0% or less than the
total assets of the Borrower and its Subsidiaries on a consolidated
basis, and (ii) the Consolidated EBITDA of all relevant Subsidiaries
accounts for less than 15.0% of the Consolidated EBITDA of the Borrower
and its Subsidiaries on a consolidated basis, in each case that has been
designated as such by the Borrower in a written notice delivered to the
Administrative Agent (or, on the Effective Date, listed on [Schedule
1.01(b)]{.underline}) other than any such Subsidiary as to which the
Borrower has revoked such designation by written notice to the
Administrative Agent. For any determination made as of or prior to the
time any Person bec

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omes an indirect or direct Subsidiary of the
Borrower, such determination and designation shall be made based on

  ------ -- --

  -28-
  ------ -- --

financial statements provided by or on behalf of such Person in
connection with the acquisition of such Person or such Person' assets.
The Borrower may change the designation of any Subsidiary as an
Immaterial Subsidiary by providing written notice to the Administrative
Agent; provided that any Subsidiary of the Borrower formed or acquired
after the Closing Date, as applicable, that meets the requirements of an
"mmaterial Subsidiary"set forth herein shall be deemed designated as an
"mmaterial Subsidiary"unless the Borrower otherwise notifies the
Administrative Agent in writing.

"[Incremental Amendment]{.underline}"has the meaning assigned to such
term in [Section 2.21(b)]{.underline}.

"[Indebtedness]{.underline}"means, as to any Person at a particular
time, without duplication, (i) indebtedness for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments; (ii) that portion of
obligations with respect to Finance Leases that is properly classified
as a liability on a balance sheet in conformity with GAAP (excluding,
for the avoidance of doubt, lease payments under operating leases);
(iii) any obligation owed for all or any part of the deferred purchase
price of property or services, including earn-outs earned but past due
(excluding trade or similar payables, accrued income taxes, VAT,
deferred taxes, sales taxes, equity taxes and accrued liabilities
incurred in the ordinary course of such Person' business and excluding
Excluded Earnouts); (iv) the undrawn face amount of any letter of
credit, bankers'acceptances, bank guarantees, surety bonds, performance
bonds, and similar instruments issued for the account of that Person or
as to which that Person is otherwise liable for reimbursement of
drawings; (v) Disqualified Stock; (vi) the direct or indirect guaranty,
endorsement (otherwise than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with
recourse by such Person of the Indebtedness of another; (vii) any
obligation of such Person in respect of the Indebtedness described in
clauses (i) through (vi) hereof the primary purpose or intent of which
is to provide

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assurance to an obligee that the Indebtedness of the
primary obligor thereof will be paid or discharged, or any agreement
relating thereto will be complied with, or the holders thereof will be
protected (in whole or in part) against loss in respect thereof; (viii)
any liability of such Person for the Indebtedness of another in respect
of the Indebtedness described in clauses (i) through (vi) hereof through
any agreement (contingent or otherwise) (a) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether
in the form of loans, advances, stock purchases, capital contributions
or otherwise) or (b) to maintain the solvency or any balance sheet item,
level of income or financial condition of another if, in the case of any
agreement described under subclauses (a) or

\(b\) of this clause (viii), the primary purpose or intent thereof is as
described in clause (vii) above; (ix) net obligations of such Person
under any Swap Contract; and (x) Indebtedness of the type referred to in
clauses (i) through (ix) above secured by a Lien on any property or
asset owned or held by that Person regardless of whether the
Indebtedness secured thereby shall have been assumed by that Person or
is nonrecourse to the credit of that Person; *provided*, the amount of
any net obligation under any Swap Contract on any date shall be deemed
to be the Swap Termination Value thereof as of such date; *provided*,
*further* that the following shall not constitute Indebtedness: (i) any
right of use liabilities recorded in accordance with Accounting
Standards Update ("[ASU]{.underline}" No. 2016-02, Leases (Topic 842),

\(ii\) liabilities recorded under GAAP related to lease accounting (ASC
840) (other than in respect of finance leases), (iii) any liabilities
reflected on the books and records of the Borrower and its Subsidiaries
to the extent constituting amounts that are owed to hosts so long as the
related assets reside on such books and records and (iv) any liabilities
resulting from equity awards accounted for as a liability.

"[Indemnified Taxes]{.underline}"means (a) Taxes, other than Excluded
Taxes, imposed on or with respect to any payment made by or on account
of any obligation of the Borrower or any Guarantor under any Loan
Document and (b) to the extent not otherwise described in

airbnb.txt

clause (a),
Other Taxes.

"[Indemnitee]{.underline}"has the meaning set forth in Section 9.03(b).

  ------ -- --

  -29-
  ------ -- --

"[Intangible Assets]{.underline}"means assets that are considered to be
intangible assets under GAAP, including customer lists, goodwill,
computer software, copyrights, trade names, trademarks, patents,
franchises, licenses, unamortized deferred charges, unamortized debt
discount and capitalized research and development costs.

"[Interest Election Request]{.underline}"means a request by the Borrower
to convert or continue a Borrowing in accordance with Section 2.05,
which shall be, in the case of any such written request, substantially
in the form of [Exhibit D]{.underline} or any other form approved by the
Administrative Agent.

"[Interest Payment Date]{.underline}"means (a) with respect to any ABR
Loan (other than a Swingline Loan), the last Business Day of each March,
June, September and December, (b) with respect to any RFR Loan (other
than a Swingline Loan), (1) each date that is on the numerically
corresponding day in each calendar month that is one month (or, at the
election of the Borrower solely with respect to a RFR Loan denominated
in Sterling, three months) after the Borrowing of such Loan (or, if
there is no such numerically corresponding day in such month, then the
last day of such month) and (2) the Maturity Date,

\(c\) with respect to any Term Benchmark Loan, the last day of each
Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Term Benchmark Borrowing with an Interest Period
of more than three months'duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months'duration
after the first day of such Interest Period, and the Maturity Date and
(d) with respect to any Swingline Loan, the day that such Loan is
required to be repaid and the Maturity Date.

"[Interest Period]{.underline}"means, with respect to any Term Benchmark
Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that
is one, three or six months thereafter (in each case, subject to the
availability thereof), as the Borrower may elect; [provided]{.underline}
that (a) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall

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be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, (b) any Interest Period that commences on
the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period and (c) no Interest Period shall extend
beyond the Maturity Date. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

"[Investment Grade Rating]{.underline}"means a rating equal to or higher
than Baa3 (or the equivalent) by Moody' and BBB- (or the equivalent) by
S&P.

"[Issuing Bank]{.underline}"means (i) with respect to the Existing
Letters of Credit, Morgan Stanley and Bank of America, N.A. and (ii)
with respect to other Letters of Credit issued under this Agreement,
each of Morgan Stanley, Bank of America, N.A., Goldman Sachs Lending
Partners LLC, Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank,
N.A., Mizuho Bank, Ltd., Bank of the West, HSBC Bank USA, N.A., Royal
Bank of Canada, Santander Bank, N.A., Standard Chartered Bank and each
other Lender so designated by the Borrower with such Lender' consent and
with prior written notice to the Administrative Agent, in its capacity
as the issuer of Letters of Credit hereunder, and any of their
successors in such capacity as provided in [Section
2.20(i)(i)]{.underline}. Each Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of
such Issuing Bank, in which case the term "ssuing Bank"shall include any
such Affiliate with respect to Letters of Credit issued by such
Affiliate. No Issuing Bank shall be required to issue any Letters of
Credit other than standby Letters of Credit.

  ------ -- --

  -30-
  ------ -- --

"[Issuing Bank Individual Sublimit]{.underline}"means, (i) for each of
the Issuing Banks party hereto (A) on the Effective Date through and
including the date that is two years following the Effective Date, the
amount set forth in the schedule below next to such Issuing Bank' nam

airbnb.txt

e
under the heading "nitial Issuing Bank Individual Sublimit"and (B)
thereafter, the amount set forth in the schedule below next to such
Issuing Bank' name under the heading "ssuing Bank Individual Sublimit"
(ii) for each Issuing Bank that replaces a previous Issuing Bank
pursuant to [Section 2.20(i)(i)]{.underline}, the Issuing Bank
Individual Sublimit of the replaced Issuing Bank that was in effect
immediately prior to the replacement and (iii) for each additional
Issuing Bank added pursuant to [Section 2.20(i)(ii)]{.underline}, an
amount agreed among the Borrower, the Administrative Agent and such
additional Issuing Bank, with the Issuing Bank Individual Sublimit or
Issuing Bank Individual Sublimits of one or more other Issuing Banks
being reduced (with the consent of such Issuing Bank or Issuing Banks)
to the extent necessary to maintain compliance with the following
proviso; [provided]{.underline} that the sum of all Issuing Bank
Individual Sublimits shall equal

\$200,000,000.

  ---------------------------- -------------------------------------------------------- ------------------------------------------------ ------------------------------------- -------------- -------------- ----------------------- -------------- -------------- ------------------------------------ -------------- -------------- ------------------- -------------- -------------- ---------------- -------------- -------------- --------------------------- -------------- -------------- ------------------- -------------- -------------- ------------------ -------------- -------------- --------------------- -------------- -------------- ---------------------- -------------- -------------- ---------------------- -------------- -------------- ------------------------- -------------- --------------

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[Issuing Bank]{.underline}   [Initial Issuing Bank Individual Sublimit]{.underline}   [Issuing Bank Individual Sublimit]{.underline}   Morgan Stanley Senior Funding, Inc.   \$19,000,000   \$23,000,000   Bank of America, N.A.   \$27,000,000   \$23,000,000   Goldman Sachs Lending Partners LLC   \$23,000,000   \$23,000,000   Barclays Bank PLC   \$16,500,000   \$16,500,000   Citibank, N.A.   \$16,500,000   \$16,500,000   JPMorgan Chase Bank, N.A.   \$16,500,000   \$16,500,000   Mizuho Bank, Ltd.   \$16,500,000   \$16,500,000   Bank of the West   \$13,000,000   \$13,000,000   HSBC Bank USA, N.A.   \$13,000,000   \$13,000,000   Royal Bank of Canada   \$13,000,000   \$13,000,000   Santander Bank, N.A.   \$13,000,000   \$13,000,000   Standard Chartered Bank   \$13,000,000   \$13,000,000
  Total                        \$200,000,000                                            \$200,000,000

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---------------------------- -------------------------------------------------------- ------------------------------------------------ ------------------------------------- -------------- -------------- ----------------------- -------------- -------------- ------------------------------------ -------------- -------------- ------------------- -------------- -------------- ---------------- -------------- -------------- --------------------------- -------------- -------------- ------------------- -------------- -------------- ------------------ -------------- -------------- --------------------- -------------- -------------- ------------------------------------ -------------- ---------------------- -------------- -------------- ------------------------- -------------- --------------

"[Issuing Bank Issued Amount]{.underline}"means, with respect to each
Issuing Bank, at any time, the sum of

\(a\) the aggregate undrawn amount of all outstanding Letters of Credit
at such time issued by such Issuing Bank *[plus]{.underline}* (b) the
aggregate amount of all LC Disbursements made by such Issuing Bank that
have not yet been reimbursed by or on behalf of the Borrower at such
time.

  ------ -- --

  -31-
  ------ -- --

"[Judgment Currency]{.underline}"has the meaning set forth in Section
9.21.

"[KPI Metric]{.underline}"means each of the GHG Emissions Intensity and
the Diverse Supplier Spend Percentage.

"[KPI Metrics Auditor]{.underline}"means a nationally recognized
auditing firm designated by the Borrower and reasonably acceptable to
the Administrative Agent.

"[KPI Metrics Certificate]{.underline}"means an annual certificate
delivered to the Administrative Agent attached to the Pricing
Certificate for the fiscal year then most recently ended prepared by or
on behalf of the Borrower and including the KPI Metr

airbnb.txt

ics for such fiscal
year in reasonable detail pursuant to standards and/or methodology that
(a) are consistent with then generally accepted industry standards or
(b) if not so consistent, are proposed by the Borrower and approved by
the Required Lenders.

"[LC Collateral Account]{.underline}"has the meaning assigned to such
term in [Section 2.20(j)]{.underline}.

"[LC Disbursement]{.underline}"means a payment made by an Issuing Bank
pursuant to a Letter of Credit.

"[LC Exposure]{.underline}"means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such
time, plus (b) the aggregate amount of all LC Disbursements that have
not yet been reimbursed by or on behalf of the Borrower at such time.
For all purposes of this Agreement, if on any date of determination a
Letter of Credit has expired by its terms but any amount may still be
drawn thereunder by reason of the operation of Article 29(a) of the
Uniform Customs and Practice for Documentary Credits, International
Chamber of Commerce Publication No. 600 (or such later version thereof
as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of
the International Standby Practices, International Chamber of Commerce
Publication No. 590 (or such later version thereof as may be in effect
at the applicable time) or similar terms of the Letter of Credit itself,
or if compliant documents have been presented but not yet honored, such
Letter of Credit shall be deemed to be "utstanding"and "ndrawn"in the
amount so remaining available to be paid, and the obligations of the
Borrower and each Lender shall remain in full force and effect until the
Issuing Bank and the Lenders shall have no further obligations to make
any payments or disbursements under any circumstances with respect to
any Letter of Credit (unless cash collateralized, backstopped or rolled
into another facility on terms reasonably acceptable to the applicable
Issuing Bank and the Administrative Agent). Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to
be the stated amount of such Letter of Credit in effect at such time;
provided that with respect to any Letter of Credit that, by its terms or
the terms of any document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be de

airbnb.txt

emed to be the maximum stated amount of such
Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.

"[Lender-Related Person]{.underline}"has the meaning assigned to it in
Section 9.03(d).

"[Lenders]{.underline}"means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an
Assignment and Assumption, other than such Person that shall have ceased
to be a party hereto pursuant to an Assignment and Assumption. Unless
the context otherwise requires, the term "enders"shall include the
Swingline Lender.

"[Letter of Credit]{.underline}"means any letter of credit issued
pursuant to this Agreement (including, in the case of any Existing
Letter of Credit, deemed to be issued hereunder).

  ------ -- --

  -32-
  ------ -- --

"[Leverage Ratio]{.underline}"means, on any date, the ratio of (a)
Consolidated Total Indebtedness as of such date to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters of the
Borrower most recently ended on or prior to such date.

"[Liabilities]{.underline}"means any actual losses, claims (including
intraparty claims), demands, damages or liabilities of any kind.

"[Lien]{.underline}"means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, charge, security interest or
other encumbrance on, in or of such asset, and (b) the interest of a
vendor or a lessor under any conditional sale agreement or title
retention agreement (or any financing lease having substantially the
same economic effect as any of the foregoing) relating to such asset;
[provided]{.underline} that in no event shall an operating lease or
occupancy agreement be deemed to constitute a Lien.

"[Loan Documents]{.underline}"means this Agreement, the Assumption
Agreement (if any), the Guaranties (if any), any Letter of Credit and
Letter of Credit Application, and, except for purposes of Section 9.02,
any promissory notes delivered pursuant to Section 2.07(c).

"[Loan Modification Agreement]{.underline}"means a Loan Modification
Agreement in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower, among the Borrower, one or more
Accepting Lenders and the Administrative Agent.

"[Loan Modification Offer]{.underline}"has the meaning specified in
Sectio

airbnb.txt

n 2.18(a).

"[Loans]{.underline}"means the loans made by the Lenders to the Borrower
pursuant to this Agreement, including Swingline Loans.

"[Material Adverse Effect]{.underline}"means a material adverse effect
on (a) the business, assets, liabilities, operations, results of
operations or financial condition of the Borrower and the Subsidiaries,
taken as a whole, or (b) the material rights of or remedies available to
the Lenders under the Loan Documents, taken as a whole.

"[Material Indebtedness]{.underline}"means Indebtedness (other than
under the Loan Documents), or obligations in respect of one or more
Hedging Agreements, of any one or more of the Borrower and the
Subsidiaries in an aggregate outstanding principal amount of
\$250,000,000 or more. For purposes of determining Material
Indebtedness, the "rincipal amount"of the obligations of the Borrower or
any Subsidiary in respect of any Hedging Agreement at any time shall be
the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time.

"[Material Subsidiary]{.underline}"means any Subsidiary that wouldconstitute a "ignificant subsidiary"under Rule 1-02(w) of Regulation S-X
under the Securities Act, as amended.

"[Maturity Date]{.underline}"means October 31, 2027.

"[Maximum Rate]{.underline}"has the meaning set forth in Section 9.13.

"[MNPI]{.underline}"means material information concerning the Borrower,
any Subsidiary or any Controlled Affiliate of any of the foregoing, or
any of their securities, that has not been disseminated in a manner
making it available to investors generally, within the meaning of
Regulation FD under the Securities Act and the Exchange Act. For
purposes of this definition, "aterial information"means information
concerning the Borrower, the Subsidiaries or any Controlled Affiliate of
any of the foregoing, or any of

  ------ -- --

  -33-
  ------ -- --

their securities, that could reasonably be expected to be material for
purposes of the United States federal and state securities laws.

"[Moody']{.underline}"means Moody' Investors Service, Inc., or any
successor to the rating agency business

thereof.

"[Morgan Stanley]{.underline}"means Morgan Stanley Senior Funding, Inc.
and its successors.

"[Multiemployer Plan]{.underline}"means

airbnb.txt

a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

"[Non-Accepting Lender]{.underline}"has the meaning specified in Section
2.18(a).

"[Non-Consenting Lender]{.underline}"has the meaning specified in
[Section 9.02(c)(iii)]{.underline}.

"[Non-Guarantor Indebtedness]{.underline}"means any Indebtedness of a
Subsidiary that is not a Guarantor.

"[Notice of Loan Prepayment]{.underline}"means a notice of prepayment
with respect to a Loan, which shall be substantially in the form of
[Exhibit G]{.underline} or such other form as may be approved by the
Administrative Agent (including any form on an electronic platform or
electronic transmission system as shall be approved by the
Administrative Agent), appropriately completed and signed by a
Responsible Officer of the Borrower.

"[NYFRB]{.underline}"means the Federal Reserve Bank of New York.

"[NYFRB Rate]{.underline}"means, for any day, the greater of (a) the
Federal Funds Effective Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day (or for any day that is not a
Business Day, for the immediately preceding Business Day); *provided*
that if none of such rates are published for any day that

airbnb.txt

is a Business
Day, the term "YFRB Rate"means the rate for a federal funds transaction
quoted at 11:00 a.m. on such day received by the Administrative Agent
from a federal funds broker of recognized standing selected by it;
*provided*, *further*, that if any of the aforesaid rates as so
determined be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.

"[NYFRB' Website]{.underline}"means the website of the NYFRB at
http://www.newyorkfed.org, or any successor source.

"[Obligations]{.underline}"means (a) the due and punctual payment by the
Borrower of the principal of and premium, if any, and interest
(including interest accruing, at the rate specified herein, during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such
proceeding) on all Loans and all LC Exposure when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise and (b) the due and punctual payment or performance by the
Borrower of all other monetary obligations under this Agreement, any
other Loan Document or Letter of Credit, including fees, costs, expensesand indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations accruing, at the rate
specified herein or therein, or incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding).

"[OFAC]{.underline}"means the United States Treasury Department Office
of Foreign Assets Control.

"[Other Connection Taxes]{.underline}"means, with respect to any
Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction (or political subdivisions
thereof) imposing such Tax (other than connections arising from such
Recipient having executed,

  ------ -- --

  -34-
  ------ -- --

delivered, become a party to, performed its obligations under, received
payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or
sold or assigned an interest in any Loan, Loan Document).

"[Other Taxes]{.underline}"means all present or future stamp, court or
documentary, intangible, recording, filing or similar Ta

airbnb.txt

xes that arise
from any payment made under, from the execution, delivery, performance,
enforcement or registration of, from the receipt or perfection of a
security interest under, or otherwise with respect to, any Loan
Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to
Section 2.16).

"[Overnight Bank Funding Rate]{.underline}"means, for any day, the rate
comprised of both overnight federal funds and overnight eurodollar
transactions denominated in dollars by U.S.-managed banking offices of
depository institutions, as such composite rate shall be determined by
the NYFRB as set forth on the NYFRB' Website from time to time, and
published on the next succeeding Business Day by the NYFRB as an
overnight bank funding rate.

"[Overnight Rate]{.underline}"means, for any day, (a) with respect to
any amount denominated in dollars, the NYFRB Rate, (b) with respect to
any amount denominated in Euros, Daily Simple ESTR, (c) with respect to
any amount denominated in Sterling, Daily Simple RFR and (d) with
respect to any amount denominated in any other Alternative Currency, an
overnight rate determinedby the Administrative Agent or the Issuing
Banks, as the case may be, in accordance with banking industry rules on
interbank compensation.

"[Participant Register]{.underline}"has the meaning set forth in Section
9.04(c)(ii).

"[Participants]{.underline}"has the meaning set forth in Section
9.04(c)(i).

"[Participating Member State]{.underline}"means any member state of the
European Union that has the euro as its lawful currency in accordance
with legislation of the European Union relating to Economic and Monetary
Union.

"[Payment]{.underline}"has the meaning set forth in Article VIII.

"[PBGC]{.underline}"means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing
similar functions.

"[Periodic Term SOFR Determination Day]{.underline}"has the meaning
assigned to it under the definition of Term SOFR Reference Rate.

"[Permitted Amendment]{.underline}"has the meaning specified in Section
2.18(c).

"[Permitted Liens]{.underline}"means:

(a)Liens imposed by law for Taxes that are not required to be paid in
accordance with Section 5.04;

(b)carriers' warehousemen', mechanics' materialmen', repairmen' and
other like Liens imposed

airbnb.txt

by law (other than any Lien imposed pursuant to
Section 430(k) of the Code or Section 303(k) or 4068 of ERISA or a
violation of Section 436 of the Code), arising in the ordinary course of
business;

  ------ -- --

  -35-
  ------ -- --

(c)Liens made (i) in the ordinary course of business in compliance with
workers'compensation, unemployment insurance and other social security
laws (other than any Lien imposed pursuant to Section 430(k) of the Code
or Section 303(k) or 4068 of ERISA or a violation of Section 436 of the
Code) and (ii) in respect of letters of credit, bank guarantees or
similar instruments issued for the account of the Borrower or any
Subsidiary in the ordinary course of business supporting obligations of
the type set forth in clause (i) above;

(d)Liens made (i) to secure the performance of bids, trade contracts
(other than for payment of Indebtedness), leases (other than Capital
Lease Obligations), statutory obligations (other than any Lien imposed
pursuant to Section 430(k) of the Code or Section 303(k) or 4068 of
ERISA or a violation of Section 436 of the Code), surety and appeal
bonds, performance bonds and other obligations of a like nature,in each
case in the ordinary course of business and (ii) in respect of letters
of credit, bank guarantees or similar instruments issued for the account
of the Borrower or any Subsidiary in the ordinary course of business
supporting obligations of the type set forth in clause (i) above;

(e)judgment liens in respect of judgments that do not constitute an
Event of Default under clause (k) of Section 7.01;

(f)easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do
not materially detract from the value of the affected property or
interfere with the ordinary conduct of business of the Borrower and the
Subsidiaries, taken as a whole;

(g)banker' liens, rights of setoff or similar rights and remedies as to
deposit accounts or other funds maintained with depository institutions
and securities accounts and other financial assets maintained with
securities intermediaries; [provided]{.underline} that such deposit
accounts or funds and securities accounts or other financial assets are
not established or deposited for the purpose of providing collater

airbnb.txt

al for
any Indebtedness and are not subject to restrictions on access by the
Borrower or any Subsidiary in excess of those required by applicable
banking regulations;

(h)Liens arising by virtue of Uniform Commercial Code financing
statement filings (or similar filings under applicable law) regarding
operating leases entered into by the Borrower and the Subsidiaries in
the ordinary course of business;

(i)Liens representing any interest or title of a licensor, lessor or
sublicensor or sublessor, or a licensee, lessee or sublicensee or
sublessee, in the property (including any intellectual property) subject
to any lease (other than Capital Lease Obligations), license or
sublicense or concession agreement in the ordinary course of business;

(j)Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the
importation of goods;

(k)Liens on specific items of inventory or other goods and proceeds
thereof of any Person securing such Person' obligations in respect of
bankers'acceptances or letters of credit issued or created for the
account of such Person to facilitate the purchase, shipment or storage
of such inventory or other goods in the ordinary course of business;

  ------ -- --

  -36-
  ------ -- --

a.deposits of cash with the owner or lessor of premises leased and
operated by the Borrower or any Subsidiary to secure the performance of
its obligations under the lease for such premises, in each case in the
ordinary course of business;

b.Liens on cash and cash equivalents deposited with a trustee or a
similar Person to defease or to satisfy and discharge any Indebtedness,
[provided]{.underline} that such defeasance or satisfaction and
discharge is permitted hereunder;

c.Liens that are contractual rights of set-off, including (i) relating
to the establishment of depository relations with banks not given in
connection with the issuance of Indebtedness, (ii) relating to pooled
deposit or sweep accounts of the Borrower or any of its Subsidiaries to
permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of the Borrower and its Subsidiaries or
(iii) relating to purchase orders and other agreements entered into with
customers of the Borrower or any of its Subsidiaries in the ordinary
course of business;

d.Liens on cash deposi

airbnb.txt

ts of the Borrower and Foreign Subsidiaries
subject to a Cash Pooling Arrangement or otherwise over bank accounts of
the Borrower and Foreign Subsidiaries maintained as part of the Cash
Pooling Arrangement, in each case securing liabilities for overdrafts of
the Borrower and Foreign Subsidiaries participating in such Cash Pooling
Arrangements;

e.Liens arising out of consignment or similar arrangements for the sale
of goods entered into by the Borrower or any Subsidiary in the ordinary
course of business;

f.pledges or deposits made in the ordinary course of business to secure
liability to insurance carriers and Liens on insurance policies and the
proceeds thereof (whether accrued or not), rights or claims against an
insurer or other similar asset securing insurance premium financings;
and

g.Liens on property subject to Sale/Leaseback Transactions permitted
hereunder and general intangibles related thereto;

[provided]{.underline} that the term "ermitted Liens"shall not include
any Lien securing Indebtedness, other than Liens referred to clauses
(c), (d), (e), (k) or (m) above securing letters of credit, bank
guarantees or similar instruments.

"[Person]{.underline}"means any natural person, corporation, limited
liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.

"[Plan]{.underline}"means any "mployee pension benefit plan,"as defined
in Section 3(2) of ERISA (other than a Multiemployer Plan), that is
subject to the provisions of Title IV of ERISA or Section 412 of the
Code or Section 302 of ERISA, and in respect of which the Borrower or
any of its ERISA Affiliates is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "mployer"as defined in
Section 3(5) of ERISA.

"[Platform]{.underline}"has the meaning set forth in Section 9.01(d).

"[Preferred Stock]{.underline}"means any Equity Interest with
preferential rights of payment of dividends or upon liquidation,
dissolution, or winding up.

  ------ -- --

  -37-
  ------ -- --

"[Pricing Certificate]{.underline}"means a certificate substantially in
the form of [Exhibit I]{.underline} executed by a Responsible Officer of
the Borrower and (a) attaching the KPI Metrics Certificate for the most
recently ended fiscal year and setting forth the Sustainability Margin
Adjustment and the Sustainabilit

airbnb.txt

y Fee Adjustment for the period covered
thereby and computations in reasonable detail in respect thereof and

\(b\) solely with respect to the GHG Emissions Intensity only, a report
of the KPI Metrics Auditor confirming that the KPI Metrics Auditor is
not aware of any material modifications that should be made to Borrower'
GHG Emissions in order for them to be fairly stated.

"[Prime Rate]{.underline}"means the rate of interest last quoted by The
Wall Street Journal as the "rime Rate"in the U.S. or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate
published by the Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519) (Selected Interest Rates) as the "ank prime loan"rate
or, if such rate is no longer quoted therein, any similar rate quoted
therein (as determined by the Administrative Agent) or any similar
release by the Federal Reserve Board (as determined by the
Administrative Agent). Each change in the Prime Rate shall be effective
from and including the date such change is publicly announced or quoted
as being effective.

"[Private Side Lender Representatives]{.underline}"means, with respect
to any Lender, representativesof such Lender that are not Public Side
Lender Representatives.

"[Pro Rata Percentage]{.underline}"means, with respect to any Lender,
with respect to Loans, LC Exposure or Swingline Exposure, a percentage
equal to a fraction the numerator of which is such Lender' Revolving
Commitment and the denominator of which is the aggregate Revolving
Commitments of all Lenders (if the Revolving Commitments have terminated
or expired, the Pro Rata Percentages shall be determined based upon such
Lender' share of the aggregate Revolving Exposure at that time).

"[PTE]{.underline}"means a prohibited transaction class exemption issued
by the U.S. Department of Labor, as any such exemption may be amended
from time to time.

"[Public Side Lender Representatives]{.underline}"means, with respect to
any Lender, representatives of such Lender that do not wish to receive
MNPI.

"[Qualified Acquisition]{.underline}"means any Acquisition or other
investment that involves cash consideration (it being understood, for
the avoidance of doubt, that proceeds from an equity offering shall not
constitute cash consideration) of at least \$750,000,000 and causes the
pro forma Leverage Ratio to be greater than the L

airbnb.txt

everage Ratio
immediately prior to giving effect to such Acquisition or other
investment.

"[Rating Agencies]{.underline}"means S&P and Moody'.

"[Real Estate Asset]{.underline}"means an interest in any real property.

"[Receivables Facility]{.underline}"means any of one or more receivables
financing facilities as amended, supplemented, modified, extended,
renewed, restated or refunded from time to time, the obligations of
which are non-recourse (except for customary representations,
warranties, covenants and indemnities made in connection with such
facilities) to the Borrower or any of its Subsidiaries (other than a
Receivables Subsidiary) pursuant to which any Subsidiary sells its
accounts receivable to either (A) a Person that is not a Subsidiary or
(B) a Receivables Subsidiary that in turn sells its accounts receivable
to a Person that is not a Subsidiary.

"[Receivables Subsidiary]{.underline}"means any subsidiary formed for
the purpose of, and that solely engages only in one or more Receivables
Facilities and other activities reasonably related thereto.

  ------ -- --

  -38-
  ------ -- --

"[Recipient]{.underline}"means the Administrative Agent or any Lender as
applicable.

"[Register]{.underline}"has the meaning set forth in Section
9.04(b)(iv).

"[Related Indemnitee Parties]{.underline}"means, with respect to any
specified Person, (a) any controlling Person or controlled Affiliate of
such Person, (b) the respective directors, officers or employees of such
Person or any of its controlling Persons or controlled Affiliates, and
(c) the respective agents of such Person or any of its controlling
Persons or controlled Affiliates, in the case of this clause (c), acting
at the instructions of such Person, controlling person or such
controlled Affiliate.

"[Related Parties]{.underline}"means, with respect to any specified
Person, such Person' Affiliates and the directors, officers, partners,
members, trustees, employees, agents, administrators, managers,
representatives and advisors of such Person and of such Person'
Affiliates.

"[Release]{.underline}"means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal,
leaching or migration into the environment or within or upon any
building, structure, facility or fixture.

"[Relevant Governmental Body]{.underline}"means (i) with respect to

airbnb.txt

a
Benchmark Replacement in respect of Loans denominated in dollars, the
Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator,
as applicable, or a committee officially endorsed or convened by the
Federal Reserve Board and/or the NYFRB or, in each case, any successor
thereto, (ii) with respect to a Benchmark Replacement in respect of
Loans denominated in Sterling, the Bank of England, or a committee
officially endorsed or convened by the Bank of England or, in each case,
any successor thereto, (iii) with respect to a Benchmark Replacement in
respect of Loans denominated in Euros, the European Central Bank, or a
committee officially endorsed or convened by the European Central Bank
or, in each case, any successor thereto, and (iv) with respect to a
Benchmark Replacement in respect of Loans denominated in any other
currency, (a) the central bank for the currency in which such Benchmark
Replacement is denominated or any central bank or other supervisor which
is responsible for supervising either (1) such Benchmark Replacement or
(2) the administrator of such Benchmark Replacement or (b) any working
group or committee officially endorsed or convened by (1) the centralbank for the currency in which such Benchmark Replacement is
denominated, (2) any central bank or other supervisor that is
responsible for supervising either (A) such Benchmark Replacement or (B)
the administrator of such Benchmark Replacement, (3) a group of those
central banks or other supervisors or (4) the Financial Stability Board
or any part thereof.

"[Relevant Rate]{.underline}"means (i) with respect to any Term
Benchmark Borrowing denominated in dollars, the Adjusted Term SOFR Rate,
(ii) with respect to any Term Benchmark Borrowing denominated in Euros,
the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark
Borrowing denominated in Australian Dollars, the BBSY Rate, (iv) with
respect to any Term Benchmark Borrowing denominated in Yen, the TIBOR
Rate, (v) with respect to any RFR Borrowing denominated in Sterling, the
applicable Adjusted Daily Simple RFR or (vi) with respect to any RFR
Borrowing denominated in Singapore Dollars, the applicable Daily Simple
RFR, as applicable.

"[Required Lenders]{.underline}"means, at any time, Lenders (other than
Defaulting Lenders) having Revolving Exposures and unused Revolving
Commitments representing more than 50% of the su

airbnb.txt

m of the Aggregate
Revolving Exposure and the aggregate amount of the unused Revolving
Commitments at such time.

"[Resolution Authority]{.underline}"means an EEA Resolution Authority
or, with respect to any UK Financial Institution, a UK Resolution
Authority.

  ------ -- --

  -39-
  ------ -- --

"[Responsible Officer]{.underline}"means, with respect to any Person,
the Financial Officer or any executive vice president, senior vice
president, vice president, secretary or assistant secretary of such
Person and any other officer or similar official thereof responsible for
the administration of the obligations of such Person in respect of this
Agreement and, as to any document delivered on the Effective Date, any
secretary or assistant secretary of such Person.

"[Revaluation Date]{.underline}"means (a) with respect to any Loan
denominated in any Alternative Currency, each of the following: (i) the
date of the Borrowing of such Loan and (ii) each date of a conversion
into or continuation of such Loan pursuant to the terms of this
Agreement; (b) with respect to any Letter of Credit denominated in an
Alternative Currency, each of the following: (i) the date on whichsuch
Letter of Credit is issued, (ii) the first Business Day of each calendar
quarter and (iii) the date of any amendment of such Letter of Credit
that has the effect of increasing the face amount thereof; and (c) any
additional date as the Administrative Agent may reasonably determine at
any time when an Event of Default exists.

"[Revolving Availability Period]{.underline}"means the period from and
including the Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Revolving Commitments.

"[Revolving Commitment]{.underline}"means, with respect to each Lender,
the commitment, if any, of such Lender to make Loans, to acquire
participations in Letters of Credit and Swingline Loans hereunder in
each case with respect to the Borrower, expressed as an amount
representing the maximum aggregate permitted amount of such Lender'
Revolving Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.06, (b) increased from time to time
pursuant to Section

2.21 or (c) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial
amount of each Lender'

airbnb.txt

Revolving Commitment is set forth in Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Revolving Commitment, as applicable. The initial
aggregate amount of the Lenders'Revolving Commitments is
\$1,000,000,000.

"[Revolving Commitment Fee]{.underline}"has the meaning set forth in
Section 2.09(a).

"[Revolving Commitment Increase]{.underline}"has the meaning assigned to
such term in [Section 2.21(a)]{.underline}.

"[Revolving Commitment Increase Closing Date]{.underline}"has the
meaning assigned to such term in [Section 2.21(b)]{.underline}.

"[Revolving Exposure]{.underline}"means, with respect to any Lender at
any time, the aggregate outstanding principal amount of such Lender'
Loans, its LC Exposure and its Swingline Exposure.

"[Revolving Facility]{.underline}"means the revolving credit, swingline
and letter of credit, in each case contemplated by [Article
II]{.underline} and the incremental facilities, if any, contemplated by
[Section 2.21]{.underline}.

"[RFR]{.underline}"means, for any RFR Loan denominated in (a) Sterling,
SONIA, (b) euros, ESTR, (c) dollars, Daily Simple SOFR and (d) Singapore
Dollars, SORA.

"[RFR Borrow

airbnb.txt

ing]{.underline}"means, as to any Borrowing, the RFR Loans
comprising such Borrowing.

"[RFR Business Day]{.underline}"means, for any Loan denominated in (a)
Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a
day on which banks are closed for general business in London, (b) euros,
any day that is a TARGET Day, except for a (i) Saturday or (ii) a
Sunday, (c) dollars, a U.S. Government

  ------ -- --

  -40-
  ------ -- --

Securities Business Day and (d) Singapore Dollars, a day on which banks
are open for settlement of payments and foreign exchange transactions in
Singapore.

"[RFR Interest Day]{.underline}"has the meaning specified in the
definition of "aily Simple RFR"

"[RFR Loan]{.underline}"means a Loan that bears interest at a rate based
on the Adjusted Daily Simple RFR or Daily Simple RFR, as applicable.

"[S&P]{.underline}"means Standard & Poor' Rating Services, a Standard &
Poor' Financial Services LLC business, or any successor to its rating
agency business.

"[Sale/Leaseback Transaction]{.underline}"means an arrangement relating
to property owned by the Borrower or any Subsidiary whereby the Borrower
or such Subsidiary sells or trans

airbnb.txt

fers such property to any Person and
the Borrower or any Subsidiary leases such property from such Person or
its Affiliates.

"[Sanctioned Country]{.underline}"means, at any time, a country, region
or territory that is itself the subject or target of any Sanctions (at
the date of this Agreement, the so-called Donetsk People' Republic, the
so- called Luhansk People' Republic, the Crimea region of Ukraine, Cuba,
Iran, North Korea and Syria).

"[Sanctioned Person]{.underline}"means, at any time, (a) any Person
listed in any Sanctions-related list of designated Persons maintained by
OFAC or the U.S. Department of State or by the United Nations Security
Council, the European Union, any European Union member state, HM
Treasury of the United Kingdom, or any other relevant sanctions
authority, (b) any Person located, organized or resident in a Sanctioned
Country, (c) any Person 50% or more owned or controlled by any Person or
Persons described in the preceding clauses (a) and (b), or (d) any
Person otherwise the subject of any Sanctions.

"[Sanctions]{.underline}"means economic or financial sanctions or trade
embargoes imposed, administered or enforced from time to time by (a) the
U.S. government, including those administered by OFAC or the

U.S. Department of State, or (b) the United Nations Security Council,
the European Union, any European Union member state or HM Treasury of
the United Kingdom, or any other relevant sanctions authority.

"[SEC]{.underline}"means the United States Securities and Exchange
Commission.

"[Securities Act]{.underline}"means the United States Securities Act of
1933.

"[Similar Business]{.underline}"means any business and any services,
activities or businesses directly related or similar to, or incidental,
corollary, synergistic or complementary to any line of business engaged
in by the Borrower and its subsidiaries on the Effective Date or any
business activity that is a reasonable extension, development or
expansion thereof or ancillary thereto.

"[Senior Unsecured Rating]{.underline}"means, with respect to any Rating
Agency as of any date of determination, (a) the rating by such Rating
Agency of the senior unsecured long-term indebtedness of the Borrower or
(b) if, and only if, such Rating Agency shall not have in effect the
rating referred to in clause (a), the Borrower' "orporate
credit"(however denominated) rating assigned by such

airbnb.txt

Rating Agency.

"[Singapore Dollars]{.underline}"means lawful money of the Republic of
Singapore.

"[SOFR]{.underline}"means a rate equal to the secured overnight
financing rate as administered by the SOFR Administrator.

  ------ -- --

  -41-
  ------ -- --

"[SOFR Administrator]{.underline}"means the NYFRB (or a successor
administrator of the secured overnight financing rate).

"[SOFR Administrator' Website]{.underline}"means the NYFRB' website,
currently at http://www.newyorkfed.org, or any successor source for the
secured overnight financing rate identified as such by the SOFR
Administrator from time to time.

"[SOFR Determination Date]{.underline}"has the meaning specified in the
definition of "aily Simple

SOFR"

"[SOFR Loan]{.underline}"means a Loan that bears interest at a rate
based on the Adjusted Term SOFR Rate.

"[SOFR Rate Day]{.underline}"has the meaning specified in the definition
of "aily Simple SOFR"

"[Sold Entity or Business]{.underline}"has the meaning specified in the
definition of "onsolidated EBITDA"

"[SONIA]{.underline}"means, with respect to any Business Day, a rate per
annum equal to the Sterling Overnight Index Average for such Business
Day published by the SONIA Administrator on the SONIA Administrator'
Website on the immediately succeeding Business Day.

"[SONIA Administrator]{.underline}"means the Bank of England (or any
successor administrator of the Sterling Overnight Index Average).

"[SONIA Administrator' Website]{.underline}"means the Bank of England'
website, currently at http://www.bankofengland.co.uk, or any successor
source for the Sterling Overnight Index Average identified as such by
the SONIA Administrator from time to time.

"[SORA]{.underline}"means a rate equal to the Singapore Overnight Rate
Average as administered by the SORA Administrator, as administrator of
the benchmark, on the SORA Administrator' Website; *provided that* if
SORA as so determined would be less than the Floor, such rate shall be
deemed to be equal to the Floor for the purposes of this Agreement.

"[SORA Administrator]{.underline}"means the Monetary Authority of
Singapore (or any successor administrator of the Singapore Overnight
Rate Average).

"[SORA Administrator' Website]{.underline}"means the Monetary Authority
of Singapore' website, currently at https://eservices.mas.gov.sg, or any
successor website for the Singapore

airbnb.txt

Overnight Rate Average officially
designated as such by the SORA Administrator from time to time (or as
published by its authorized distributors).

"[Statutory Reserve Rate]{.underline}"means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve
percentages (including any marginal, special, emergency or supplemental
reserves), expressed as a decimal, established by the Board of Governors
for eurocurrency funding (currently referred to as "urocurrency
Liabilities"in Regulation D of the Board of Governors). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Term Benchmark Loans for which the associated Benchmark is adjusted by
reference to the Statutory Reserve Rate (per the related definition of
such Benchmark) shall be deemed to constitute eurocurrency funding and
to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve

  ------ -- --

  -42------- -- --

Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

"[Sterling]{.underline}"means the lawful currency of the United Kingdom.

"[subsidiary]{.underline}"means, with respect to any Person (the
"[parent]{.underline}" at any date, (a) any Person the accounts of which
would be consolidated with those of the parent in the parent'
consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date and (b) any other
Person (i) of which Equity Interests representing more than 50% of the
equity value or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (ii) that
is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries
of the parent.

"[Subsidiary]{.underline}"means any subsidiary of the Borrower.

"[Sustainability Fee Adjustment]{.underline}"with respect to any period
between Sustainability Pricing Adjustment Dates, an amount (whether
positive, negativ

airbnb.txt

e or zero), expressed as a percentage, equal to the sum
of (a) the GHG Emissions Fee Adjustment Amount plus (b) the Diverse
Supplier Fee Adjustment Amount, in each case for such period.

"[Sustainability Margin Adjustment]{.underline}"with respect to any
period between Sustainability Pricing Adjustment Dates, an amount
(whether positive, negative or zero), expressed as a percentage, equal
to the sum of (a) the GHG Emissions Margin Adjustment Amount plus (b)
the Diverse Supplier Margin Adjustment Amount, in each case for such
period.

"[Sustainability Pricing Adjustment Date]{.underline}"has the meaning
specified in [Section 1.13]{.underline}.

"[Sustainability Table]{.underline}"means the Sustainability Table set
forth on [Schedule 1.13]{.underline}.

"[Swap Contract]{.underline}"means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price
or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign
exchange transactions,cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any
options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and

\(b\) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any similar master agreement (any such
master agreement, together with any related schedules, a
"[Master]{.underline} [Agreement]{.underline}", including any such
obligations or liabilities under any Master Agreement.

"[Swap Termination Value]{.underline}"means, in respect of any one or
more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for
any date on or after the date such Swap Contracts have been closed out
and term

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ination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced
in [clause (a)]{.underline}, the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations

  ------ -- --

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  ------ -- --

provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).

"[Swingline Exposure]{.underline}"means, at any time, the sum of the
aggregate of all outstanding Swingline Loans. The Swingline Exposure of
any Lender at any time shall be its Pro Rate Percentage of the aggregate
Swingline Exposure.

"[Swingline Lender]{.underline}"means Morgan Stanley Senior Funding,
Inc., in its capacity as lender of Swingline Loans hereunder.

"[Swingline Loan]{.underline}"means a Loan made pursuant to [Section
2.19]{.underline}.

"[Syndication Agents]{.underline}"mean Morgan Stanley, Bank of America,
N.A., Goldman Sachs Lending Partners LLC, Barclays Bank PLC, Citibank,
N.A., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., each in its
capacity as syndication agent forthe Revolving Facility.

"[Taxes]{.underline}"means all present or future taxes, levies, imposts,
duties, deductions, withholdings (including backup withholding), value
added taxes, or any other goods and services, use or sales taxes,
assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax and penalties
applicable thereto.

"[TARGET2]{.underline}"means the Trans-European Automated Real-time
Gross Settlement Express Transfer payment system which utilizes a single
shared platform and which was launched on November 19, 2007.

"[TARGET Day]{.underline}"means any day on which TARGET2 (or, if such
payment system ceases to be operative, such other payment system, if
any, determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.

"[Term Benchmark]{.underline}"when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the
Adjusted EURIBOR Rate, the Adjusted Term SOFR Rate, the BBSY Rate or the
TIBOR Rate.

"[Term SOFR Rate]{.underline}"means,

(a)for any calc

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ulation with respect to a SOFR Loan, the Term SOFR
Reference Rate for a tenor comparable to the applicable Interest Period
on the day (such day, the "[Periodic Term]{.underline} [SOFR
Determination Day]{.underline}" that is two (2) U.S. Government
Securities Business Days prior to the first day of such Interest Period,
as such rate is published by the CME Term SOFR Administrator; provided,
however, that if as of 5:00 p.m. (New York City time) on any Periodic
Term SOFR Determination Day the Term SOFR Reference Rate for the
applicable tenor has not been published by the CME Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term
SOFR Reference Rate has not occurred, then the Term SOFR Rate will be
the Term SOFR Reference Rate for such tenor as published by the CME Term
SOFR Administrator on the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate for such tenor was
published by the CME Term SOFR Administrator so long as such first
preceding U.S. Government Securities Business Day is not more than three
(3) U.S.

Government Securities Business Days prior to such Periodic Term SOFR
Determination Day, and

(b)for any calculation with respect to an ABR Loan on any day, the Term
SOFR Reference Rate for a tenor of one month on the day (such day, the
"[ABR Term SOFR]{.underline}

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  -44-
  ------ -- --

[Determination Day]{.underline}" that is two (2) U.S. Government
Securities Business Days prior to such day, as such rate is published by
the CME Term SOFR Administrator; provided, however, that if as of 5:00
p.m. (New York City time) on any ABR Term SOFR Determination Day the
Term SOFR Reference Rate for the applicable tenor has not been published
by the CME Term SOFR Administrator and a Benchmark Replacement Date with
respect to the Term SOFR Reference Rate has not occurred, then the Term
SOFR Rate will be the Term SOFR Reference Rate for such tenor as
published by the CME Term SOFR Administrator on the first preceding U.S.
Government Securities Business Day for which such Term SOFR Reference
Rate for such tenor was published by the CME Term SOFR Administrator so
long as such first preceding U.S. Government Securities Business Day is
not more than three (3) U.S. Government Securities Business Days prior
to such ABR SOFR Determination Day.

"[Term SOFR Reference Rate

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]{.underline}"means the forward-looking term
rate based on SOFR.

"[Termination Date]{.underline}"means the date upon which all Revolving
Commitments have terminated, no Letters of Credit are outstanding (or if
Letters of Credit remain outstanding, as to which the Administrative
Agent has been furnished a cash deposit or a back up standby letter of
credit in accordance with the terms of this Agreement), and the Loans
and LC Exposure, together with all interest, fees and other
non-contingent Obligations, have been paid in full in cash.

"[TIBOR Rate]{.underline}"means the rate per annum equal to the Tokyo
Interbank Offer Rate, as published on the applicable Reuters screen page
(or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time) two
(2) Business Days prior to the commencement of an Interest Period with a
term equivalent to such Interest Period; *provided that* if the TIBOR
Rate as so determined would be less than the Floor, such rate shall be
deemed to be equal to the Floor for the purposes of this Agreement.

"[Total Assets]{.underline}"shall mean total assets of the Borrower and
its Subsidiarieson a consolidated basis prepared in accordance with
GAAP, shown on the most recent balance sheet (i) the Borrower and its
Subsidiaries at such date and (ii) the VIEs at such date;
[provided]{.underline} that the aggregate amount of assets that may be
included pursuant to this clause (ii) shall not exceed 10.0% of Total
Assets (calculated prior to giving effect to the addition of such
amounts) as of the applicable date of determination.

"[Transactions]{.underline}"means (a) the execution, delivery and
performance by the Borrower of the Loan Documents, the borrowing of the
Loans and the use of proceeds thereof, (b) the Effective Date
Refinancing, and (c) the payment of fees and expenses in connection with
the foregoing.

"[Type]{.underline}" when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted
Term SOFR Rate, the Adjusted EURIBOR Rate, the BBSY Rate, the TIBOR
Rate, the Adjusted Daily Simple RFR, the Daily Simple RFR or the
Alternate Base Rate.

"[UCC]{.underline}"or "[Uniform Commercial Code]{.underline}"means the
Uniform Commercial Code as in effec

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t from time to time in the State of
New York..

"[UK Financial Institutions]{.underline}"means any BRRD Undertaking (as
such term is defined under the PRA Rulebook (as amended from time to
time) promulgated by the United Kingdom Prudential Regulation Authority)
or any person falling within IFPRU 11.6 of the FCA Handbook (as amended
from time to time) promulgated by the United Kingdom Financial Conduct
Authority, which includes certain credit institutions and investment
firms, and certain affiliates of such credit institutions or investment
firms.

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  -45-
  ------ -- --

"[UK Resolution Authority]{.underline}"means the Bank of England or any
other public administrative authority having responsibility for the
resolution of any UK Financial Institution.

"[Unadjusted Benchmark Replacement]{.underline}"means the applicable
Benchmark Replacement excluding the related Benchmark Replacement
Adjustment.

"[U.S. Government Securities Business Day]{.underline}"means any day
except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the
Securities Industry and Financial Markets Association recommends that
the fixed income departments of its members be closed for the entire day
for purposes of trading in United States government securities.

"[USA PATRIOT Act]{.underline}"means the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001.

"[VIE]{.underline}"has the meaning specified in [Section
1.12]{.underline}.

"[Voting Shares]{.underline}"means, with respect to any Person,
outstanding shares of capital stock or other Equity Interests of any
class of such Person entitled to vote in the election of directors, or
otherwise to participate in the direction of the management and
policies, of such Person, excluding shares or other Equity Interests
entitled so to vote or participate only upon the happening of some
contingency.

"[wholly owned]{.underline}" when used in reference to a subsidiary of
any Person, means that all the Equity Interests in such subsidiary
(other than directors'qualifying shares and other nominal amounts of
Equity Interests that are required to be held by other Persons under
applicable law) are owned, beneficially and of record, by such Person,
another wholly owned subsidiary of such Person or any combination
thereof.

"[Withdrawal Liability]{.un

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derline}"means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of
Title IV of ERISA.

"[Write-Down and Conversion Powers]{.underline}"means, (a) with respect
to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In
Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule,
and (b) with respect to the United Kingdom, any powers of the applicable
Resolution Authority under the Bail-In Legislation to cancel, reduce,
modify or change the form of a liability of any UK Financial Institution
or any contract or instrument under which that liability arises, to
convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been
exercised under it or to suspend any obligation in respect of that
liability or any of the powers under that Bail-In Legislation that are
related to or ancilla

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ry to any of those powers.

"[Yen]{.underline}"means lawful money of Japan.

SECTION 1.02.    [Classification of Loans and Borrowings]{.underline}.
For purposes of this Agreement, Loans and Borrowings may be classified
and referred to by Type ([e.g]{.underline}., a "BR Loan" "erm Benchmark
Loan"or "FR Loan"or "BR Borrowing" "erm Benchmark Borrowing"or "FR
Borrowing".

SECTION 1.03.    [Terms Generally]{.underline}. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "nclude"
"ncludes"and "ncluding"shall be deemed to be followed by the phrase
"ithout limitation" The word "ill"shall be

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  -46-
  ------ -- --

construed to have the same meaning and effect as the word "hall" The
words "sset"and "roperty"shall be construed to have the same meaning and
effect and to refer to any and all real and personal, tangible and
intangible assets and properties. The word "aw"shall be construed as
referring to all statutes, rules, regulations, codes and other laws
(including official ruli

airbnb.txt

ngs and interpretations thereunder having the
force of law or with which affected Persons customarily comply), and all
judgments, orders, writs and decrees, of all Governmental Authorities.
All references to "n the ordinary course of business"of the Borrower or
any Subsidiary thereof means (i) in the ordinary course of business of,
or in furtherance of an objective that is in the ordinary course of
business of the Borrower or such Subsidiary, as applicable, (ii)
customary and usual in the industry or industries of the Borrower and
its Subsidiaries in the United States or any other jurisdiction in which
the Borrower or any Subsidiary does business, as applicable, or (iii)
generally consistent with the past or current practice of the Borrower
or such Subsidiary, as applicable, or any similarly situated businesses
of the United States or any other jurisdiction in which the Borrower or
any Subsidiary does business, as applicable. With respect to any Default
or Event of Default, the words "xists" "s continuing"or similar
expressions with respect thereto shall mean that the Default or Event of
Default has occurred and has not yet been cured or waived. Except as
otherwise provided hereinand unless the context requires otherwise, (a)
any definition of or reference to any agreement, instrument or other
document (including this Agreement and the other Loan Documents) shall
be construed as referring to such agreement, instrument or other
document as from time to time amended, restated, supplemented or
otherwise modified (subject to any restrictions on such amendments,
restatements, supplements or modifications set forth herein), (b) any
definition of or reference to any statute, rule or regulation shall be
construed as referring thereto as from time to time amended,
supplemented or otherwise modified, and all references to any statute
shall be construed as referring to all rules, regulations, rulings and
official interpretations promulgated or issued thereunder, (c) any
reference herein to any Person shall be construed to include such
Person' successors and assigns (subject to any restrictions on
assignment set forth herein) and, in the case of any Governmental
Authority, any other Governmental Authority that shall have succeeded to
any or all functions thereof, (d) the words "erein" "ereof"and
"ereunder" and words of similar import, shall be construed to refer to
thi

airbnb.txt

s Agreement in its entirety and not to any particular provision
hereof and (e) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement.

SECTION 1.04.    [Accounting Terms; GAAP; Pro Forma
Calculations]{.underline}.

(a)Except as otherwise expressly provided herein, all terms of an
accounting or financial nature used herein shall be construed in
accordance with GAAP as in effect from time to time;
[provided]{.underline} that (i) if the Borrower, by notice to the
Administrative Agent, shall request an amendment to any provision hereof
to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent or the Required Lenders, by notice to
the Borrower, shall request an amendment to any provision hereof for
such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until
such notice shall have been withdrawn or such provision amended in
accordance herewith and (ii) notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used
herein shall be construed (other than for purposes of Sections 3.04,
5.01(a) and 5.01(b)), and all computations of amounts and ratios
referred to herein shall be made, (A) without giving effect to (x) any
election under Financial Accounting Standards Board Accounting Standards
Codification 825 (or any other Accounting Standards Codification having
a similar result or effect) (and related interpretations) to value any
Indebtedness at "air value" as defined therein, or (y) any other
accounting principle that results in any Indebtedness being reflected on
a balance sheet at an amount less than the stated principal amount
thereof, (B) without giving effect to any treatment of Indebtedness in
respect of convertible debt instruments under Accounting Standards

  ------ -- --

  -47-
  ------ -- --

Codification 470-20 (or any other Accounting Standards Codification
having a similar result or effect) (and related interpretations) to
value any such Indebte

airbnb.txt

dness in a reduced or bifurcated manner as
described therein, and such Indebtedness shall at all times be valued at
the full stated principal amount thereof, and (C) without giving effect
to any change in accounting for leases resulting from the implementation
of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic
842), to the extent any lease (or similar arrangement conveying the
right to use) would be required to be treated as a capital lease where
such lease (or similar arrangement) would not have been required to be
so treated under GAAP as in effect on December 31, 2015.

(b)All pro forma computations required to be made hereunder giving
effect to any transaction shall be calculated after giving pro forma
effect thereto (and, in the case of any pro forma computations made
hereunder to determine whether such transaction is permitted to be
consummated hereunder, to any other such transaction consummated since
the first day of the period covered by any component of such pro forma
computation and on or prior to the date of such computation) as if such
transaction had occurred on the first day of the period of four
consecutive fiscal quarters ending with the most recent fiscal quarter
for which financial statements shall have been delivered pursuant to
Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such
financial statements, ending with the last fiscal quarter included in
the financial statements referred to in Section 3.04(a)), and, to the
extent applicable, to the historical earnings and cash flows associated
with the assets acquired or disposed of and any related incurrence or
reduction of Indebtedness, all in accordance with Article 11 of
Regulation S-X under the Securities Act. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the
entire period (taking into account any Hedging Agreement applicable to
such Indebtedness if such Hedging Agreement has a remaining term in
excess of 12 months).

(c)Whenever the Borrower elects to give pro forma effect in accordance
with Section 1.04(b) above for the implementation of any restructuring,
operational initiative, business optimization, operational or technology
change or improvement, the pro forma calcula

airbnb.txt

tions shall be made in good
faith by a financial officer of the Borrower and may include, for the
avoidance of doubt, the amount of "un- rate"cost savings, operating
expense reductions, operating initiatives, other operating improvements
and synergies projected by the Borrower in good faith to be realizable
as a result of specified actions taken, committed to be taken or
expected to be taken in the good faith determination of the Borrower
(calculated on a pro forma basis as though such cost savings, operating
expense reductions, operating initiatives, other operating improvements
and synergies had been realized in full on the first day of such period
and as if such cost savings, operating expense reductions, operating
initiatives, other operating improvements and synergies were realized in
full during the entirety of such period and "un-rate"means the full
recurring benefit for a period that is associated with any action taken,
committed to be taken or with respect to which substantial steps have
been taken or are expected to be taken (including any savings expected
to result from the elimination of a public target' compliance costs with
public company requirements), whether priorto or following the
Effective Date, net of the amount of actual benefits realized during
such period from such actions, and any such adjustments (herein, the
"[Pro Forma]{.underline} [Adjustments]{.underline}" shall be included in
the initial pro forma calculations of such financial ratios or tests and
during any subsequent four quarter period in which the effects thereof
are expected to be realizable) relating to such transactions or actions;
provided that (a) such amounts are reasonably identifiable and factually
supportable, (b) such actions have been taken or substantial steps have
been taken or are expected to be taken (in the reasonable and good faith
determination of the Borrower and as certified to by the chief executive
officer, chief financial officer, treasurer, chief accounting officer or
controller of the Borrower in a certificate delivered to the
Administrative Agent), within 24 months after the consummation or
commencement, as applicable, of any change that is expected to result in
such cost savings or synergies, (c) no amounts shall be added to the
extent duplicative of any amounts that are otherwise added back in
computing Consolidated EBITDA (or any other componen

airbnb.txt

ts thereof), whether

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  -48-
  ------ -- --

through a pro forma adjustment or otherwise, with respect to such period
and (d) the aggregate amount of such Pro Forma Adjustments (together
with all amounts added back under clause (l) of the definition of
Consolidated EBITDA) shall not exceed 15% of Consolidated EBITDA of the
Borrower for the period of four consecutive fiscal quarters most
recently ended prior to the determination date (calculated after giving
effect to any adjustments pursuant to this Section 1.04(c) and clause
(l) of the definition of Consolidated EBITDA).

SECTION 1.05.    [Currency Translation]{.underline}.

(a)All references in the Loan Documents to Loans, Letters of Credit,
Obligations, covenant baskets and other amounts shall be denominated in
dollars unless expressly provided otherwise. Compliance with all such
dollar denominated amounts shall be based on the Dollar Equivalent of
any amounts denominated or reported under a Loan Document in a currency
other than dollars and shall be determined by the Administrative Agent
on any Revaluation Date. Notwithstanding anything herein to the
contrary, if any Obligation is funded and expressly denominated in a
currency other than dollars, the Borrower shall repay such Obligation
(including any interest thereon) in such other currency. All fees
payable under [Section 2.09]{.underline} shall be payable in dollars.
Notwithstanding anything to the contrary in this Agreement, with respect
to the amount of any Indebtedness, Lien, or affiliate transaction, no
Default or Event of Default shall be deemed to have occurred solely as a
result of any dollar basket being exceeded due to a change in the rate
of currency exchange occurring after the time of any such specified
transaction so long as such specified transaction was permitted at the
time incurred, made, acquired, committed, entered or declared. No
Default or Event of Default shall arise as a result of any limitation or
threshold set forth in dollars in Section 7.01(f), (g) or (k) being
exceeded solely as a result of changes in currency exchange rates from
those rates applicable on the last day of the fiscal quarter immediately
preceding the fiscal quarter in which such determination occurs or in
respect of which such determination is being made.

(b)Wherever in this Agreement in connection with a Borrowing,
conversi

airbnb.txt

on, continuation or prepayment of a Term Benchmark Loan or a RFR
Loan or the issuance, amendment or extension of a Letter of Credit, an
amount, such as a required minimum or multiple amount, is expressed in
dollars, but such Borrowing, Loan or Letter of Credit is denominated in
an Alternative Currency, such amount shall be the Dollar Equivalent of
such amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the
Administrative Agent or the Issuing Bank, as the case may be.

SECTION 1.06.    [Rounding]{.underline}. The calculation of any
financial ratios under this Agreement shall be calculated by dividing
the appropriate component by the other component, carrying the result to
one place more than the number of places by which such ratio is
expressed herein and rounding the result up or down to the nearest
number (with a rounding-down if there is no nearest number).

SECTION 1.07.    [Interest Rates]{.underline}. The interest rate on a
Loan denominated in dollars or an Alternative Currency may be derived
from an interest rate benchmark that may be discontinued or is, or may
in the future become, the subject of regulatory reform. Upon the
occurrence of a Benchmark Transition Event, Section 2.11(b) provides a
mechanism for determining an alternative rate of interest. The
Administrative Agent does not warrant or accept any responsibility for,
and shall not have any liability with respect to, the administration,
submission, performance or any other matter related to any interest rate
used in this Agreement, or with respect to any alternative or successor
rate thereto, or replacement rate thereof, including without limitation,
whether the composition or characteristics of any such alternative,
successor or replacement reference rate will be similar to, or produce
the same value or economic equivalence of, the existing interest rate
being replaced or have the same volume or liquidity as did any existing
interest rate prior to its discontinuance or unavailability. The
Administrative Agent and

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its affiliates and/or other related entities may engage in transactions
that affect the calculation of any interest rate used in this Agreement
or any alternative, successor or alternative rate (including any
Benchmark Replacement) and/or any relevant ad

airbnb.txt

justments thereto, in each
case, in a manner adverse to the Borrower. The Administrative Agent may
select information sources or services in its reasonable discretion to
ascertain any interest rate used in this Agreement, any component
thereof, or rates referenced in the definition thereof, in each case
pursuant to the terms of this Agreement, and shall have no liability to
the Borrower, any Lender or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or
consequential damages, costs, losses or expenses (whether in tort,
contract or otherwise and whether at law or in equity), for any error or
calculation of any such rate (or component thereof) provided by any such
information source or service.

SECTION 1.08.    [Divisions]{.underline}. For all purposes under the
Loan Documents, in connection with any division or plan of division
under Delaware law (or any comparable event under a different
jurisdiction' laws): (a) if any asset, right, obligation or liability of
any Person becomes the asset, right, obligation or liability of a
different Person, then it shall be deemed to have been transferred from
the original Person to the subsequent Person, and (b) if any new Person
comes into existence, such new Person shall be deemed to have been
organized and acquired on the first date of its existence by the holders
of its Equity Interests at such time.

SECTION 1.09.    [Times of Day]{.underline}. Unless otherwise specified,
all references herein to times of day shall be references to Eastern
time (daylight or standard, as applicable).

SECTION 1.10.    [Timing of Payment and Performance]{.underline}. When
the payment of any obligation or the performance of any covenant, duty
or obligation is stated to be due or performance required on a day which
is not a Business Day, the date of such payment or performance shall
extend to the immediately succeeding Business Day and such extension of
time shall be reflected in computing interest or fees, as the case may
be.

SECTION 1.11.    [Letter of Credit Amounts]{.underline}. Unless
otherwise specified herein, the amount of a Letter of Credit at any time
shall be deemed to be the amount of such Letter of Credit available to
be drawn at such time; provided that with respect to any Letter of
Credit that, by its terms or the terms of any Letter of Credit Agreement
related

airbnb.txt

thereto, provides for one or more automatic increases in the
available amount thereof, the amount of such Letter of Credit shall be
deemed to be the maximum amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum amount is
available to be drawn at such time.

SECTION 1.12.    [Consolidation of Variable Interest
Entities]{.underline}. All references herein to the determination of any
amount for the Borrower and its Subsidiaries on a consolidated basis or
any similar reference shall, in each case (other than as set forth in
the definition of "otal Assets", be deemed to exclude each variable
interest entity ("[VIE]{.underline}" that the Borrower is required to
consolidate pursuant to Statement of Financial Accounting Standard No.
167 as if such variable interest entity were a Subsidiary as defined
herein. For the avoidance of doubt, each VIE shall not constitute a
Subsidiary for purposes of this Agreement and, as such, will not be
taken into account for any financial calculations, including, without
limitation, determining Consolidated EBITDA, Fixed Charges, Consolidated
Net Income, Total Assets (other than as set forth in the definitionof
"otal Assets" and Consolidated Total Indebtedness.

SECTION 1.13.    [Sustainability Adjustments]{.underline}.

(a)The Borrower may, at its election, deliver a Pricing Certificate to
the Administrative Agent in respect of the most recently ended fiscal
year, commencing with the fiscal year ended December 31, 2022, on any
date prior to the date that is 270 days following the last day of such
fiscal year (the

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  ------ -- --

"[Initial Delivery Date]{.underline}"; *provided* that the Pricing
Certificate for any fiscal year may be delivered on any date following
the Initial Delivery Date that is prior to the date that is 365 days
following the last day of the preceding fiscal year, so long as such
Pricing Certificate includes a certification that delivery of such
Pricing Certificate on or before the Initial Delivery Date was not
possible because (i) the information required to calculate the KPI
Metrics for such preceding fiscal year was not available at such time or
(ii) the report of the KPI Metrics Auditor, if relevant, was not
available at such time (the date of the Administrative Agent' receipt
thereof, each a "[Pricing Certificate Date

airbnb.txt

]{.underline}". Upon delivery
of a Pricing Certificate in respect of a fiscal year, (i) the Applicable
Rate for the Loans incurred by the Borrower shall be increased or
decreased (or neither increased nor decreased), as applicable, pursuant
to the Sustainability Margin Adjustment as set forth in the KPI Metrics
Certificate delivered with such Pricing Certificate, and (ii) the
Applicable Rate for the Revolving Commitment Fee shall be increased or
decreased (or neither increased or decreased), as applicable, pursuant
to the Sustainability Fee Adjustment as set forth in such KPI Metrics
Certificate. For purposes of the foregoing, the Sustainability Margin
Adjustment and the Sustainability Fee Adjustment shall be determined as
of the fifth Business Day following the Pricing Certificate Date for
such Pricing Certificate based upon the KPI Metrics for such fiscal year
set forth in the KPI Metrics Certificate delivered with such Pricing
Certificate and the calculations of the Sustainability Margin Adjustment
and the Sustainability Fee Adjustment in such KPI Metrics Certificate
(such fifth Business Day, a "[Sustainability Pricing Adjustment
Date]{.underline}". Each change in the ApplicableRate on any
Sustainability Pricing Adjustment Date shall be effective during the
period commencing on and including such Sustainability Pricing
Adjustment Date and ending on the date immediately preceding the next
Sustainability Pricing Adjustment Date.

(b)For the avoidance of doubt, only one Pricing Certificate may be
delivered in respect of any fiscal year. It is further understood and
agreed that the Applicable Rate for Loans incurred by the Borrower will
never be reduced or increased by more than 0.050% and that the
Applicable Rate for the Revolving Commitment Fee will never be reduced
or increased by more than 0.010%, pursuant to the Sustainability Margin
Adjustment and the Sustainability Fee Adjustment, respectively, on any
Sustainability Pricing Adjustment Date. For the avoidance of doubt, any
adjustment to the Applicable Rate for such Loans or such Revolving
Commitment Fee by reason of meeting one or both KPI Metrics in any
fiscal year shall not be cumulative year-over-year. The adjustments
pursuant to this Section made on any Sustainability Pricing Adjustment
Date shall only apply for the period until the date immediately
preceding the next Sustainability Pricing Adjustm

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ent Date.

(c)If, for any fiscal year, either (i) no Pricing Certificate shall have
been delivered for such fiscal year or (ii) the Pricing Certificate
delivered for such fiscal year shall fail to include the Diverse
Supplier Spend Percentage or GHG Emissions Intensity for such fiscal
year, then the Sustainability Margin Adjustment will be positive 0.050%
and/or the Sustainability Fee Adjustment will be positive 0.010%, as
applicable, in each case commencing on the last day such Pricing
Certificate could have been delivered in accordance with the terms of
[clause (a)]{.underline} above (it being understood that, in the case of
the foregoing clause (ii), the Sustainability Margin Adjustment or the
Sustainability Fee Adjustment will be determined in accordance with such
Pricing Certificate to the extent the (A) Sustainability Margin
Adjustment or the Sustainability Fee Adjustment is included in such
Pricing Certificate and (B) the Administrative Agent has separately
received the Diverse Supplier Spend Percentage and/or GHG Emissions
Intensity, as applicable).

(d)If (i) the Borrower becomes aware of any material inaccuracy in the
Sustainability Margin Adjustment, the Sustainability Fee Adjustment or
the KPI Metrics as reported in a Pricing Certificate (any such material
inaccuracy, a "[Pricing Certificate Inaccuracy]{.underline}", and (ii) a
proper calculation of the Sustainability Margin Adjustment,
Sustainability Fee Adjustment or the KPI Metrics would have resulted in
an increase in the Applicable Rate for the Loans incurred by the
Borrower and the Revolving Commitment Fee for any period, the Borrower
shall notify the Administrative Agent of such inaccuracy

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and (x) commencing on the Business Day following receipt by the
Administrative Agent of such notice, the Applicable Rate for the Loans
and the Revolving Commitment Fee shall be adjusted to reflect the
corrected calculations of the Sustainability Margin Adjustment,
Sustainability Fee Adjustment or the KPI Metrics, as applicable, and (y)
the Borrower shall be obligated to pay to the Administrative Agent for
the account of the applicable Lenders, promptly on demand (and in any
event within 10 Business Days) by the Administrative Agent an amount
equal to the excess of (1) the amount of interest for the Loans and
Revolving Commitment Fees that should h

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ave been paid for such period
over (2) the amount of interest for the Loans and Revolving Commitment
Fees actually paid for such period. If the Borrower becomes aware of any
Pricing Certificate Inaccuracy and, in connection therewith, if a proper
calculation of the Sustainability Margin Adjustment, Sustainability Fee
Adjustment or the KPI Metrics would have resulted in a decrease in the
Applicable Rate for the Loans and the Revolving Commitment Fee for any
period during any period, then, upon receipt by the Administrative Agent
of notice from the Borrower of such Pricing Certificate Inaccuracy
(which notice shall include corrections to the calculations of the
Sustainability Margin Adjustment, Sustainability Fee Adjustment or the
KPI Metrics, as applicable) (x) commencing on the Business Day following
receipt by the Administrative Agent of such notice, the Applicable Rate
for the Loans and the Revolving Commitment Fee shall be adjusted to
reflect the corrected calculations of the Sustainability Margin
Adjustment, Sustainability Fee Adjustment or the KPI Metrics, as
applicable, and (y) an amount equal to the excess of (1) the amount of
interest and fees actually paid for such periodover (2) the amount of
interest and fees that should have been paid for such period shall be
credited to the account of the Borrower and shall reduce the amount of
interest for the Loans and Revolving Commitment Fees owing by the
Borrower in future periods to the Lenders (on a pro rata basis) on the
date of payment of such interest for the Loans or Revolving Commitment
Fees for such future period.

(e)It is understood and agreed that any Pricing Certificate Inaccuracy
shall not constitute a Default or Event of Default and, notwithstanding
anything to the contrary herein, unless such amounts shall be due upon
the occurrence of an actual or deemed entry of an order for relief with
respect to a Borrower under the Bankruptcy Code (or any comparable event
under non-U.S. Debtor Relief Laws),

\(i\) any nonpayment of such additional amounts prior to or upon such
demand for payment by Administrative Agent shall not constitute a
Default (whether retroactively or otherwise) and (ii) none of such
additional amounts shall be deemed overdue prior to the date that is 10
Business Days after such a demand or shall accrue interest at the rate
provided in [Section 2.10(f)]{.underline} prior to the d

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ate that is 10
Business Days after such a demand. For the avoidance of doubt, the
failure by the Borrower to deliver a Pricing Certificate shall not under
any circumstance constitute a Default or an Event of Default.

(f)Each party hereto hereby agrees that the Administrative Agent shall
not have any responsibility for (or liability in respect of) reviewing,
auditing or otherwise evaluating any calculation by the Borrower of any
Sustainability Margin Adjustment or Sustainability Fee Adjustment (or
any of the data or computations that are part of or related to any such
calculation) set forth in any Pricing Certificate (and the
Administrative Agent may rely conclusively on any such certificate,
without further inquiry).

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ARTICLE II

[The Credits]{.underline}

SECTION 2.01.    [Commitments]{.underline}.

(a)Subject to the terms and conditions set forth herein, each Lender
agrees to make Loans in any Agreed Currency to the Borrower from time to
time during the Revolving Availability Period in an aggregate principal
amount that will not result in such Lender' Revolving Exposure exceeding
such Lender' Revolving Commitment or the Ag

airbnb.txt

gregate Revolving Exposure
exceeding the Aggregate Revolving Commitment. Within the foregoing
limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Loans without premium or
penalty (but subject to Section 2.13, if applicable).

SECTION 2.02.    [Loans and Borrowings]{.underline}.

(a)Each Loan (other than a Swingline Loan) shall be made as part of a
Borrowing consisting of Loans of the same Type made by the Lenders
ratably in accordance with their respective Revolving Commitments. The
failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder;
[provided]{.underline} that the Revolving Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender' failure
to make Loans as required. Any Swingline Loan shall be made in
accordance with the procedures set forth in [Section 2.19]{.underline}.

(b)Subject to Sections 2.11 and 2.12, each Borrowing (other than
Swingline Loans) shall be comprised (i) in the case of Borrowings in
dollars, entirely of ABR Loans or Term Benchmark Loans, (ii) in the case
of Borrowings in Euros, entirely of

airbnb.txt

Term Benchmark Loans, (iii) in the
case of Borrowings in Sterling, entirely of RFR Loans, (iv) in the case
of Borrowings in Yen or Australian Dollars, entirely of Term Benchmark
Loans, and (v) in the case of Borrowings in Singapore Dollars, entirely
of RFR Loans, in each case, denominated in the applicable currency,
bearing interest at the Relevant Rate and as the Borrower may request in
accordance herewith. Each Swingline Loan shall be an ABR Loan
denominated in dollars. Each Lender at its option may make any Loan by
causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan; [provided]{.underline} that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

(c)At the commencement of each Interest Period for any Term Benchmark
Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of \$1,000,000 and not less than

\$1,000,000; [provided]{.underline} that a Term Benchmark Borrowing that
results from a continuation of an outstanding Term Benchmark Borrowing,
as applicable, may be in an aggregate amount that is equal to such
outstanding Borrowing. At the time that each ABR Borrowing and/or RFR
Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of \$1,000,000 and not less than

\$1,000,000; [provided]{.underline} that an ABR Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the
Aggregate Revolving Commitment. Borrowings of more than one Type may be
outstanding at the same time; [provided]{.underline} that there shall
not at any time be more than a total of eleven (11) (or such greater
number as may be agreed to by the Administrative Agent), Term Benchmark
Borrowings and RFR Borrowings outstanding.

(d)Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert to or continue,
any Term Benchmark Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.

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  ------ -- --

SECTION 2.03.    [Requests for Borrowings]{.underline}. To request a
Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone or in writing (a) in the case of a Term Benchmark
Borrowing denominate

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d in dollars, not later than 12:30 p.m., New York
City time, three U.S. Government Securities Business Days before the
date of the proposed Borrowing, (b) in the case of a Term Benchmark
Borrowing denominated in Euros, not later than 9:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing, (c)
in the case of a Term Benchmark Borrowing denominated in Yen or
Australian Dollars, not later than 12:30 p.m., New York City time, four
Business Days before the date of the proposed Borrowing, (d) in the case
of an RFR Borrowing denominated in Sterling, not later than 11:00 a.m.,
New York City time, three RFR Business Days before the date of the
proposed Borrowing, (e) in the case of an RFR Borrowing denominated in
Singapore Dollars, not later than 12:30 p.m., New York City time, four
RFR Business Days before the date of the proposed Borrowing or (f) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the day of the proposed Borrowing; [provided]{.underline} that
any such notice of an ABR Borrowing to finance the reimbursement of an
LC Disbursement as contemplated by [Section 2.20(e)]{.underline} may be
given not

later than

airbnb.txt

11:00 a.m. on the date of the proposed Borrowing. Each such
telephonic and written Borrowing Request shall be irrevocable and shall
be made (or, if telephonic, confirmed promptly) by hand delivery or
facsimile to the Administrative Agent of an executed written Borrowing
Request. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:

(i)the Borrower, the aggregate amount and Agreed Currency of such
Borrowing;

(ii)the date of such Borrowing, which shall be a Business Day;

(iii)whether such Borrowing is to be an ABR Borrowing, a Term Benchmark
Borrowing or an RFR Borrowing;

(iv)in the case of a Term Benchmark Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by
the definition of the term "nterest Period" and

(v)the location and number of the account of the Borrower to which funds
are to be disbursed.

If no election as to the currency of a Borrowing is specified, then the
requested Borrowing shall be made in dollars. If no election as to the
Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing in dollars. If no Interest Periodis specified with
respect to any requested Term Benchmark Borrowing, then the Borrower
shall be deemed to have selected an Interest Period of one month'
duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender' Loan to
be made as part of the requested Borrowing.

SECTION 2.04.    [Funding of Borrowings]{.underline}.

(a)Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by
11:00 a.m., New York City time (or, in the case of ABR Loans, such later
time as shall be two hours after the delivery by the Borrower of a
Borrowing Request therefor in accordance with Section 2.03), in each
case, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders;
[provided]{.underline} that Swingline Loans shall be made as provided in
[Section 2.19]{.underline}. The Administrative Agent will make such
Loans available to the Borrower by promptly remitting the amounts so
received, in like funds, to an

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airbnb.txt

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  ------ -- --

account of the Borrower; [provided]{.underline} that ABR Loans made to
finance the reimbursement of an LC Disbursement as provided in [Section
2.20(e)]{.underline} shall be remitted by the Administrative Agent to
the Applicable Issuing Bank.

a.Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender' share of
such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a)
of this Section and may, in reliance on such assumption, make available
to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on written
demand such corresponding amount with interest thereon, for each day
from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of a payment to be made by such Lender, the
greater of the applicable Overnight Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on
interbank compensation or (ii) in the case of a payment to be made by
the Borrower, the interest rate applicable to ABR Loans or, in the case
of Alternative Currencies, in accordance with such market practice, in
each case, as applicable. If the Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower
the amount of such interest paid by the Borrower for such period. If
such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender' Loan included in such Borrowing.
Any payment by the Borrower shall be without prejudice to any claim the
Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.

SECTION 2.05.    [Interest Elections]{.underline}.

(a)Each Borrowing initially shall be of the Type and Agreed Currency
and, in the case of a Term Benchmark Borrowing, shall have an initial
Int

airbnb.txt

erest Period as specified in the applicable Borrowing Request or as
otherwise provided in Section 2.03. Thereafter, the Borrower may elect
to convert such Borrowing to a Borrowing of a different Type or to
continue such Borrowing and, in the case of a Term Benchmark Borrowing,
may elect Interest Periods therefor, all as provided in this Section;
*provided* that no SOFR Loan may be converted to a Daily Simple SOFR
loan prior to the implementation of Daily Simple SOFR pursuant to
Section 2.11. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing.

(b)To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone or in
writing by the time that a Borrowing Request would be required under
Section 2.03 if the Borrower were requesting a Borrowing of the Type
resulting from such election to be made on the effective date of such
election. Each such telephonic and written Interest Election Request
shall be irrevocable and shall be made (or, if telephonic, confirmed
promptly) by hand delivery, facsimile or electronic mail to the
Administrative Agent of an executed written Interest Election Request.
Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02:

(i)the Borrower, the Agreed Currency and the Borrowing to which such
Interest Election Request applies and, if different options are being
elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case

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  ------ -- --

the information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing);

i.the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

ii.whether the resulting Borrowing is to be an ABR Borrowing, a Term
Benchmark Borrowing or an RFR Borrowing; and

iii.if the resulting Borrowing is to be a Term Benchmark Borrowing, the
Interest Period to be applicable thereto after giving effect to such
election, which shal

airbnb.txt

l be a period contemplated by the definition of the
term "nterest Period."

If any such Interest Election Request requests a Term Benchmark
Borrowing but does not specify an Interest Period, then the Borrower
shall be deemed to have selected an Interest Period of one month'
duration.

(c)Promptly following receipt of an Interest Election Request in
accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of such Lender' portion of each
resulting Borrowing.

(d)If the Borrower fails to deliver a timely Interest Election Request
with respect to a Term Benchmark Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such
Borrowing shall be continued as a Term Benchmark Borrowing in the same
Agreed Currency for an additional Interest Period of one month.
Notwithstanding any contrary provision hereof, if an Event of Default
under clause (h) or

\(i\) of Section 7.01 has occurred and is continuing with respect to the
Borrower, or if any other Event of Default has occurred and is
continuing and the Administrative Agent, at the request of (x) in the
case of a Borrowing denominated in dollars, the Required Lenders and (y)
in the case of a Borrowing denominated in an Alternative Currency, the
Required Lenders have notified the Borrower of the election to give
effect to this sentence on account of such other Event of Default, then,
in each such case, so long as such Event of Default is continuing, (i)
no outstanding Borrowing may be converted to or continued as a Term
Benchmark Borrowing and (ii) unless repaid, (x) each Term Benchmark
Borrowing denominated in dollars shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto, (y) each Term
Benchmark Borrowing and each RFR Borrowing, in each case denominated in
Euros or Sterling, shall bear interest at the Central Bank Rate for the
applicable Agreed Currency plus the CBR Spread and (z) each Term
Benchmark Borrowing and each RFR Borrowing, in each case denominated in
Yen, Singapore Dollars and Australian Dollars, shall be prepaid in full,
in the case of Singapore Dollars, immediately and, in the case of Yen
and Australian Dollars, at the end of the applicable Interest Period;
provided that, if the Administrative Agent determines (whi

airbnb.txt

ch
determination shall be conclusive and binding absent manifest error)
that the Central Bank Rate for the applicable Agreed Currency cannot be
determined, any outstanding affected Term Benchmark Loans denominated in
any Agreed Currency shall either be (A) converted to an ABR Borrowing
denominated in dollars (in an amount equal to the Dollar Equivalent of
such Alternative Currency) at the end of the Interest Period, as
applicable, therefor or (B) prepaid at the end of the applicable
Interest Period, as applicable, in full; provided that if no election is
made by the Borrower by the earlier of (x) the date that is three
Business Days after receipt by the Borrower of such notice and (y) the
last day of the current Interest Period for the applicable Term
Benchmark Loan, the Borrower shall be deemed to have elected clause (A)
above.

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SECTION 2.06.    [Termination and Reduction of Revolving
Commitments]{.underline}.

(a)Unless previously terminated, the Revolving Commitments shall
automatically terminate on the Maturity Date.

(b)The Borrower may at any time terminate, or from time to time
permanently reduce, the Revolving Commitments; [provided]{.underline}
that (i) each reduction of the Revolving Commitments shall be in an
amount that is an integral multiple of \$1,000,000 and not less than
\$5,000,000, (ii) the Borrower shall not terminate or reduce the
Revolving Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.08, the Aggregate
Revolving Exposure would exceed the Aggregate Revolving Commitment and
(iii) the other Revolving Exposure limitations set forth in Sections

2.01 and 2.02 shall be satisfied after giving effect to any such
reduction.

(c)\[Reserved\].

(d)The Borrower shall notify the Administrative Agent of any election to
terminate or reduce the Revolving Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of
such termination or reduction, specifying the effective date thereof.
Promptly following receipt of any such notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered
by the Borrower pursuant to this Section shall be irrevocable;
[provided]{.underline} that a notice of termination or reduction of the
Revolving Commitments under paragr

airbnb.txt

aph (b) of this Section may state that
such notice is conditioned upon the occurrence of one or more events
specified therein, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent) on or prior to the
specified effective date if such condition is not satisfied. Any
termination or reduction of the Revolving Commitments shall be
permanent. Each reduction of the Revolving Commitments shall be made
ratably among the Lenders in accordance with their respective Revolving
Commitments.

SECTION 2.07.    [Repayment of Loans; Evidence of Debt]{.underline}.

(a)The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan of such Lender made to the Borrower on the
Maturity Date. The Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of the Swingline Lenders the
then unpaid principal amount of each Swingline Loan made to the Borrower
on the earlier of the Maturity Date and the fifth Business Day after
such Swingline Loan is made; *provided* that on each date that a
Revolving Borrowing is made, the Borrower shall repayall Swingline
Loans then outstanding and the proceeds of any such Borrowing shall be
applied by the Administrative Agent to repay any Swingline Loans
outstanding.

(b)The records maintained by the Administrative Agent and the Lenders
shall (in the case of the Lenders, to the extent they are not
inconsistent with the records maintained by the Administrative Agent
pursuant to Section 9.04(b)(iv)) be [prima facie]{.underline} evidence
of the existence and amounts of the obligations of the Borrower in
respect of the Loans, interest and fees due or accrued hereunder;
[provided]{.underline} that the failure of the Administrative Agent or
any Lender to maintain such records or any error therein shall not in
any manner affect the obligation of the Borrower to pay any amounts due
hereunder in accordance with the terms of this Agreement.

(c)Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to such Lender and its
registered assigns and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest
thereon s

airbnb.txt

hall at all times (including after

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  -57-
  ------ -- --

assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the payee named therein and its
registered assigns.

SECTION 2.08.    [Prepayment of Loans]{.underline}.

(a)The Borrower shall have the right at any time and from time to time
to prepay any Borrowing in whole or in part, without premium or penalty,
subject to the requirements of this Section.

(b)The Borrower shall notify the Administrative Agent by delivery of a
Notice of Loan Prepayment of any optional prepayment hereunder (i) in
the case of prepayment of a Term Benchmark Borrowing denominated in
dollars, not later than 12:30 p.m., New York City time, three U.S.
Government Securities Business Days before the date of prepayment, (ii)
in the case of prepayment of a Term Benchmark Borrowing denominated in
Euros, not later than 9:00 a.m., New York City time, three Business Days
before the date of prepayment, (iii) in the case of a prepayment of a
Term Benchmark Borrowing denominated in Yen or Australian Dollars, not
later than 12:30 p.m., New York City time, four Business Days before the
date of prepayment, (iv) in the case of a prepayment of an RFR Borrowing
denominated in Sterling, not later than 11:00 a.m., New York City time,
three RFR Business Days before the date of prepayment, (v) in the case
of a prepayment of an RFR Borrowing denominated in Singapore Dollars,
not later than 12:30 p.m., New York City time, four RFR Business Days
before the date of prepayment and (vi) in the case of prepayment of an
ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the Agreed Currency
and the Borrowing or Borrowings to be prepaid and the principal amount
of each such Borrowing or portion thereof to be prepaid;
[provided]{.underline} that a Notice of Loan Prepayment may state that
such notice is conditioned upon the occurrence of one or more events
specified therein, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent) on or prior to the
specified effective date if such condition is not satisfied. Promptly
following receipt of any such notice, the Administrative Agent shall
advise the Lenders of

airbnb.txt

the contents thereof. Each partial prepayment of
any Borrowing shall be in an amount that would be permitted in the case
of an advance of a Borrowing of the same Type as provided in Section
2.02. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.10.

(c)In the event and on such occasion that the total Aggregate Revolving
Exposure exceeds the Aggregate Revolving Commitments or any other
Revolving Exposure limitations set forth in Sections

2.01 and 2.02 are not satisfied, the Borrower shall promptly prepay the
Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal
to such excess. All prepayments required by this Section 2.08(c) shall
be applied to reduce the outstanding principal balance of the Loans,
including Swingline Loans (without a permanent reduction of the any
Commitment) and to cash collateralize outstanding LC Exposure.

SECTION 2.09.    [Fees]{.underline}.

(a)The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee (the "[Revolving Commitment
Fee]{.underline}", which shall accrue at the Applicable Rate on the
daily amount of the Available Revolving Commitment of such Lender during
the period from and including the Effective Date to but excluding the
date on which such Revolving Commitment terminates. Accrued Revolving
Commitment Fees in respect of the Revolving Commitments shall be payable
in arrears on the last Business Day of each March, June, September and
December of each year and on the date on which the Revolving Commitments
terminate, commencing on the first such date to occur after the
Effective Date. All Revolving Commitment Fees shall be computed on the
basis of a year of 360 days

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and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

(b)The Borrower agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent, including
pursuant to the Engagement Letter.

(c)All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to (i) in the case of the Revolving
Commitment Fees, t

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he Administrative Agent for distribution to the
Lenders entitled thereto and (ii) in the case of any fees payable to the
Administrative Agent for its own account, to the Administrative Agent.
Fees paid shall not be refundable under any circumstances.

(d)The Borrower agree to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its
participations in Letters of Credit at a *per annum* rate equal to the
Applicable Rate applicable to Term Benchmark Loans, on the average daily
amount of such Lender' LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date
on which such Lender' Revolving Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to each
Issuing Bank a fronting fee, which shall accrue at the rate of 0.125%
*per annum* on the average daily amount of the LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding
the later of the date of termination of the Revolving Commitments and
the date on which there ceases to be any LC Exposure, as well as such
Issuing Bank' standard fees with respect to the issuance, amendment,
cancellation, negotiation, transfer, renewal or extension of any Letter
of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on such day,
commencing on the first such date to occur after the Effective Date;
[provided]{.underline} that all such fees shall be payable on the date
on which the Revolving Commitments terminate and any such fees accruing
after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to an Issuing Bank pursuant to this
paragraph shall be payable within 30 days after written demand. All
participation fees and fronting fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days
elapsed.

SECTION 2.10.    [Interest]{.underline}.

(a)The Loans comprising each ABR Borrowing (including each Swingline
Loan to the Borrower) shall bear interest at the Alternate Base Rate
plus the

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Applicable Rate.

(b)\[Reserved\].

(c)The Loans comprising each Term Benchmark Borrowing shall bear
interest at the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the
BBSY Rate or the TIBOR Rate, as applicable, for the Interest Period in
effect for such Borrowing plus the Applicable Rate.

(d)Each RFR Loan shall bear interest at a rate per annum equal to (i)
with respect to any RFR Borrowing denominated in Sterling, the
applicable Adjusted Daily Simple RFR, (ii) with respect to any RFR
Borrowing denominated in Singapore Dollars, the applicable Daily Simple
RFR and (iii) with respect to any RFR Borrowing denominated in dollars,
the applicable Adjusted Daily Simple RFR plus, in each case, the
Applicable Rate.

(e)\[Reserved\].

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(f)Notwithstanding the foregoing, if an Event of Default under Section
7.01(a) or (b) shall have occurred and be continuing, whether at stated
maturity, upon acceleration or otherwise, then, upon the written request
of the Required Lenders until the related defaulted amount shall have
been paid in full, to the extent permitted by law, such overdue amount
shall bear interest, after as well as before judgment, at a rate per
annum equal to (i) in the case of overdue principal of any Loan, 2.00%
per annum plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section or (ii) in the case of overdue
interest, overdue fees or any other amounts on any Loan with respect to
any Revolving Commitment, 2.00% per annum plus the rate applicable to
ABR Loans, as provided in paragraph (a) of this Section.

(g)Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and upon the termination of the
Revolving Commitments; [provided]{.underline} that (i) interest accrued
pursuant to paragraph (f) of this Section shall be payable on written
demand of the Required Lenders, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Loan prior to
the end of the Revolving Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of a
Term Benchmark Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable

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on the
effective date of such conversion. Any accrued and unpaid interest on
any Loan shall be due and payable on the date such Loan is repaid.

(h)Interest computed by reference to any Term Benchmark hereunder shall
be computed on the basis of a year of 360 days. Interest computed by
reference to the Daily Simple RFR or the Alternate Base Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap
year). In each case interest shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). All
interest hereunder on any Loan shall be computed on a daily basis based
upon the outstanding principal amount of such Loan as of the applicable
date of determination. The applicable Term Benchmark or Daily Simple RFR
shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.

SECTION 2.11.    [Inability to Determine Rates]{.underline}.

(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.11,
if:

(i)the Administrative Agent determines (which determination shall be
conclusive absent manifest error) (A) prior to the commencement of any
Interest Period for a Term Benchmark Borrowing, that adequate and
reasonable means do not exist for ascertaining the Term Benchmark for
the applicable Agreed Currency and such Interest Period or (B) at any
time, that adequate and reasonable means do not exist for ascertaining
the applicable Daily Simple RFR or Adjusted Daily Simple RFR for the
applicable Agreed Currency; or

(ii)the Administrative Agent is advised by the Required Lenders that (A)
prior to the commencement of any Interest Period for a Term Benchmark
Borrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the
BBSY Rate or the TIBOR Rate for the applicable Agreed Currency and such
Interest Period will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for the applicable Agreed Currency and such
Interest Period or (B) at any time, the applicable Adjusted Daily Simple
RFR, Daily Simple RFR, Daily Simple ESTR or ESTR for the applicable
Agreed Currency will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for the applicable Agreed Currency

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;

  ------ -- --

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then the Administrative Agent shall give notice thereof to the Borrower
and the Lenders by telephone, telecopy or electronic mail as promptly as
practicable thereafter and, until (x) the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist with respect to the relevant Benchmark and (y)
the Borrower delivers a new Interest Election Request in accordance with
the terms of Section 2.05 or a new Borrowing Request in accordance with
the terms of Section 2.03, (A) for Loans denominated in dollars, (1) any
Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Term Benchmark Borrowing
shall instead be deemed to be an Interest Election Request for an ABR
Borrowing and (2) any Borrowing Request that requests a Term Benchmark
Borrowing shall instead be deemed to be a Borrowing Request for an ABR
Borrowing and (B) for Loans denominated in an Alternative Currency, any
Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Term Benchmark Borrowingor
an RFR Borrowing and any Borrowing Request that requests a Term
Benchmark Borrowing or an RFR Borrowing, in each case for the relevant
Benchmark, shall be ineffective; [provided]{.underline} that if the
circumstances giving rise to such notice affect only one Type of
Borrowings, then all other Types of Borrowings shall be permitted.

Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed
Currency is outstanding on the date of the Borrower' receipt of the
notice from the Administrative Agent referred to in this Section 2.11(a)
with respect to a Relevant Rate applicable to such Term Benchmark Loan
or RFR Loan, then until

\(x\) the Administrative Agent notifies the Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist with
respect to the relevant Benchmark and (y) the Borrower delivers a new
Interest Election Request in accordance with the terms of Section 2.05
or a new Borrowing Request in accordance with the terms of Section 2.03,
(A) for Loans denominated in dollars, (1) any Term Benchmark Loan shall
on the last day of the Interest Period applicable to such Loan (or the
next succeeding Business Day if such day is not a Business D

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ay), be
converted by the Administrative Agent to, and shall constitute, an ABR
Loan, on such day and (B) for Loans denominated in an Alternative
Currency, (1) any Term Benchmark Loan shall, on the last day of the
Interest Period applicable to such Loan (or the next succeeding Business
Day if such day is not a Business Day) bear interest at the Central Bank
Rate for the applicable Alternative Currency plus the CBR Spread;
provided that, if the Administrative Agent determines (which
determination shall be conclusive and binding absent manifest error)
that the Central Bank Rate for the applicable Alternative Currency
cannot be determined, any outstanding affected Term Benchmark Loans
denominated in any Alternative Currency shall, at the Borrower' election
prior to such day: (A) be prepaid by the Borrower on such day or (B)
solely for the purpose of calculating the interest rate applicable to
such Term Benchmark Loan, such Term Benchmark Loan denominated in any
Alternative Currency shall be deemed to be a Term Benchmark Loan
denominated in dollars and shall accrue interest at the same interest
rate applicable to Term Benchmark Loans denominated in dollars at such
time and (2) any RFR Loan shall bear interest at the Central Bank Rate
for the applicable Alternative Currency plus the CBR Spread;
[provided]{.underline} that, if the Administrative Agent determines
(which determination shall be conclusive and binding absent manifest
error) that the Central Bank Rate for the applicable Alternative
Currency cannot be determined, any outstanding affected RFR Loans
denominated in any Alternative Currency, at the Borrower' election,
shall either (A) be converted into ABR Loans denominated in dollars (in
an amount equal to the Dollar Equivalent of such Alternative Currency)
immediately or (B) be prepaid in full immediately.

(b)Notwithstanding anything to the contrary herein or in any other Loan
Document, if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred prior to any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in
accordance with clause (1) or (2) of the definition of "enchmark
Replacement"with respect to dollars in the case of clause (1) or Euros
in the case of clause (2) for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes
hereunder an

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d under any Loan Document in respect of such Benchmark
setting and subsequent Benchmark settings without any amendment to, or

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  -61-
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further action or consent of any other party to, this Agreement or any
other Loan Document and (y) if a Benchmark Replacement is determined in
accordance with clause (3) of the definition of "enchmark
Replacement"with respect to any Agreed Currency for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of any
Benchmark setting at or after 5:00 p.m. (New York City time) on the
fifth (5th) Business Day after the date notice of such Benchmark
Replacement is provided to the Lenders without any amendment to, or
further action or consent of any other party to, this Agreement or any
other Loan Document so long as the Administrative Agent has not
received, by such time, written notice of objection to such Benchmark
Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan
Document, the Administrative Agent (in consultation with the Borrower)
will have the right to make Benchmark Replacement Conforming Changes
from time to time and, notwithstanding anything to the contrary herein
or in any other Loan Document, any amendments implementing such
Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or
any other Loan Document.

(d)The Administrative Agent will promptly notify the Borrower and the
Lenders of (i) the implementation of any Benchmark Replacement and (ii)
the effectiveness of any Benchmark Replacement Conforming Changes. The
Administrative Agent will notify the Borrower of (i) the removal or
reinstatement of any tenor of a Benchmark pursuant to clause (e) below
and (ii) the commencement of any Benchmark Unavailability Period. Any
determination, decision or election that may be made by the
Administrative Agent or, if applicable, any Lender (or group of Lenders)
pursuant to this Section 2.11, including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non- occurrence
of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclu

airbnb.txt

sive and binding
absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other
Loan Document, except, in each case, as expressly required pursuant to
this Section 2.11.

(e)Notwithstanding anything to the contrary herein or in any other Loan
Document, at any time (including in connection with the implementation
of a Benchmark Replacement), (i) if the then- current Benchmark is a
term rate and either (A) any tenor for such Benchmark is not displayed
on a screen or other information service that publishes such rate from
time to time as selected by the Administrative Agent in its reasonable
discretion or (B) the regulatory supervisor for the administrator of
such Benchmark has provided a public statement or publication of
information announcing that any tenor for such Benchmark is or will be
no longer representative, then the Administrative Agent may modify the
definition of "nterest Period"for any Benchmark settings at or after
such time to remove such unavailable or non-representative tenor and
(ii) if a tenor that was removed pursuant to clause (i) above either (A)
is subsequently displayed on a screenor information service for a
Benchmark (including a Benchmark Replacement) or (B) is not, or is no
longer, subject to an announcement that it is or will no longer be
representative for a Benchmark (including a Benchmark Replacement), then
the Administrative Agent may modify the definition of "nterest
Period"for all Benchmark settings at or after such time to reinstate
such previously removed tenor.

(f)Upon the Borrower' receipt of notice of the commencement of a
Benchmark Unavailability Period, the Borrower may revoke any request for
a Term Benchmark Borrowing or RFR Borrowing (if any, after the
effectiveness of a Benchmark Replacement) of, conversion to or
continuation of Term Benchmark Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, either (x)
the Borrower will be deemed to have converted any request for a Term
Benchmark Borrowing denominated in dollars into a request for a
Borrowing of or conversion to an ABR Borrowing or (y) any Term Benchmark
Borrowing or RFR Borrowing denominated in the affected

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  -62-
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Alternative Currency shall be ineffective. During any Benchmark
Unava

airbnb.txt

ilability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of ABR based upon the
then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR. Furthermore, if any RFR
Loan in any Agreed Currency is outstanding on the date of the Borrower'
receipt of notice of the commencement of a Benchmark Unavailability
Period with respect to a Relevant Rate applicable to such RFR Loan, then
until such time as a Benchmark Replacement for such Agreed Currency is
implemented pursuant to this Section 2.11, (A) for Loans denominated in
dollars any Term Benchmark Loan shall on the last day of the Interest
Period applicable to such Loan (or the next succeeding Business Day if
such day is not a Business Day), be converted by the Administrative
Agent to, and shall constitute, an ABR Loan and (B) for Loans
denominated in the affected Alternative Currency, (1) any Term Benchmark
Loan shall, on the last day of the Interest Period applicable to such
Loan (or the next succeeding Business Day if such day is not a Business
Day) bear interest at the Central Bank Rate for the applicable
Alternative Currency plus the CBR Spread; provided that, if the
Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for the
applicable Alternative Currency cannot be determined, any outstanding
affected Term Benchmark Loans denominated in any Alternative Currency
shall, at the Borrower' election prior to such day: (A) be prepaid by
the Borrower on such day or (B) solely for the purpose of calculating
the interest rate applicable to such Term Benchmark Loan, such Term
Benchmark Loan denominated in any Alternative Currency shall be deemed
to be a Term Benchmark Loan denominated in dollars and shall accrue
interest at the same interest rate applicable to Term Benchmark Loans
denominated in dollars at such time and (2) any RFR Loan shall bear
interest at the Central Bank Rate for the applicable Alternative
Currency plus the CBR Spread; [provided]{.underline} that, if the
Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that the Central Bank Rate for the
applicable Alternative Currency cannot be determined, any outstanding
affected RFR Loans denominated in any

airbnb.txt

Alternative Currency, at the
Borrower' election, shall either (A) be converted into ABR Loans
denominated in dollars (in an amount equal to the Dollar Equivalent of
such Alternative Currency) immediately or (B) be prepaid in full
immediately. Notwithstanding anything herein or in any other Loan
Document to the contrary, in determining an alternative rate of
interest, the Administrative Agent will use commercially reasonable
efforts, to the extent the Administrative Agent is permitted to select
an alternate benchmark rate or spread adjustment*,* to implement any
proposal reasonably requested by the Borrower and not adverse to the
Lenders that is intended to prevent the use of an alternative rate of
interest pursuant to this [Section 2.11]{.underline} from resulting in a
deemed exchange of any Indebtedness hereunder under Section 1001 of the
Code.

SECTION 2.12.    [Increased Costs; Illegality]{.underline}.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or
participated in by, any Lender or Issuing Bank(except any such reserve
requirement reflected in any Term Benchmark, as applicable);

(ii)impose on any Lender or Issuing Bank or the international interbank
market for the applicable Agreed Currency any other condition, cost or
expense (other than Taxes) affecting this Agreement or the Loans made by
such Lender or any Letter of Credit or participation therein; or

(iii)subject any Recipient to any Taxes (other than Indemnified Taxes or
Excluded Taxes) with respect to its loans, letters of credit,
commitments or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto;

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  -63-
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and the result of any of the foregoing shall be to increase the cost to
such Lender or such Issuing Bank or other Recipient of making,
converting to, continuing or maintaining any Loan or of maintaining its
obligation to make any Loan or increase the cost to any Lender of
issuing or maintaining any Letter of Credit or purchasing or maintaining
a participation therein, or to reduce the amount of any sum received or
receivable by such Lender or such Issuing Bank or other Recipient
hereunder (whether of principal, interest

airbnb.txt

or any other amount) then,
from time to time within 10 days following request of such Lender or
such Issuing Bank or other Recipient (accompanied by a certificate in
accordance with paragraph (c) of this Section), the Borrower will pay to
such Lender, such Issuing Bank or other Recipient, as the case may be,
such additional amount or amounts as will compensate such Lender, such
Issuing Bank or other Recipient for such additional costs or expenses
incurred or reduction suffered; [provided]{.underline} that such Lender,
such Issuing bank or other Recipient shall only be entitled to seek such
additional amounts if such Person certifies that it is generally seeking
the payment of similar additional amounts from similarly situated
borrowers in comparable credit facilities to the extent it is entitled
to do so.

(b)If any Lender or any Issuing Bank determines that any Change in Law
affecting such Lender or Issuing bank or any lending office of such
Lender or Issuing Bank or such Lender' or Issuing Bank' holding company,
if any, regarding capital or liquidity requirements has had or would
have the effect of reducing the rate of return on such Lender' or
Issuing Bank' capital or on the capital of such Lender' or Issuing Bank'
holding company, if any, as a consequence of this Agreement, the
Revolving Commitments of such Lender or the Loans made or participations
in Loans purchased by such Lender pursuant hereto or the Letters of
Credit issued by such Issuing Bank pursuant hereto by such Lender to a
level below that which such Lender or Issuing Bank or such Lender' or
Issuing Bank' holding company could have achieved but for such Change in
Law (taking into consideration such Lender' or Issuing Bank' policies
and the policies of such Lender' or Issuing Bank' holding company with
respect to capital adequacy and liquidity), then, from time to time
within 10 days following request of such Lender or such Issuing Bank
(accompanied by a certificate in accordance with paragraph (c) of this
Section), the Borrower will pay to such Lender or Issuing Bank such
additional amount or amounts as will compensate such Lender or Issuing
Bank or such Lender' or Issuing Bank' holding company for any such
reduction suffered; [provided]{.underline} that such Lender or Issuing
Bank shall only be entitled to seek such additional amounts if such
Person is generally seeking the payment of simi

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lar additional amounts
from similarly situated borrowers in comparable credit facilities to the
extent it is entitled to do so.

(c)A certificate of a Lender or an Issuing Bank setting forth the basis
for and, in reasonable detail (to the extent practicable), computation
of the amount or amounts necessary to compensate such Lender or Issuing
Bank or their respective holding company, as the case may be, as
specified in paragraph

\(a\) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such
Lender or Issuing Bank the amount shown as due on any such certificate
within 30 days after receipt thereof.

(d)Failure or delay on the part of any Lender or Issuing Bank to demand
compensation pursuant to this Section shall not constitute a waiver of
such Lender' or Issuing Bank' right to demand such compensation;
[provided]{.underline} that the Borrower shall not be required to
compensate a Lender or Issuing Bank pursuant to this Section for any
increased costs or expenses incurred or reductions suffered more than
180 days prior to the date that such Lender or Issuing Bank notifies the
Borrower of the Change in Law giving rise to such increased costs or
expenses or reductions and of such Lender' or Issuing Bank' intention to
claim compensation therefor; [provided further]{.underline} that if the
Change in Law giving rise to such increased costs, expenses or
reductions is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof.
The protection of this Section shall be available to each Lender and the
respective Issuing Bank regardless of any possible contention of the
invalidity or inapplicability of the Change in Law that shall have
occurred or been imposed; [provided]{.underline} that if, after the
payment of any amounts by the Borrower under this Section, any Change in
Law in respect of

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  -64-
  ------ -- --

which a payment was made is thereafter determined to be invalid or
inapplicable to the relevant Lender or Issuing Bank, then such Lender or
Issuing Bank shall, within 30 days after such determination, repay any
amounts paid to it by the Borrower hereunder in respect of such Change
in Law.

a.If any Lender determines that any law has made it unlawful, or that
any Governmental Authority h

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as asserted that it is unlawful, for any
Lender or its applicable lending office to make, maintain or fund Loans
whose interest is determined by reference to any applicable Daily Simple
RFR or Adjusted Daily Simple RFR or Term Benchmark, or to determine or
charge interest based upon any applicable Daily Simple RFR, Adjusted
Daily Simple RFR or Term Benchmark, or, with respect to any Term
Benchmark Loan, any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to
take deposits of, any applicable Agreed Currency in the applicable
offshore interbank market for the applicable Agreed Currency, then, upon
notice thereof by such Lender to the Borrower (through the
Administrative Agent) (an "[Illegality Notice]{.underline}", (a) any
obligation of the Lenders to make RFR Loans or Term Benchmark Loans, as
applicable, and any right of the Borrower to continue RFR Loans or Term
Benchmark Loans, as applicable, in the affected Agreed Currency or
Agreed Currencies or, in the case of Loans denominated in dollars, to
convert ABR Loans to Term Benchmark Loans, shall be suspended, and (b)
if necessary to avoid such illegality, the Administrative Agent shall
compute the Alternate Base Rate without reference to clause (c) of the
definition of "lternate Base Rate" in each case until each such affected
Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon
receipt of an Illegality Notice, the Borrower shall, if necessary to
avoid such illegality, upon demand from any Lender (with a copy to the
Administrative Agent), prepay or, if applicable, (i) convert all Term
Benchmark Loans denominated in dollars to ABR Loans or (ii) convert all
RFR Loans or Term Benchmark Loans denominated in an affected Alternative
Currency to ABR Loans denominated in dollars (in an amount equal to the
Dollar Equivalent of such Alternative Currency) (in each case, if
necessary to avoid such illegality, the Administrative Agent shall
compute the Alternate Base Rate without reference to clause (c) of the
definition of "lternate Base Rate" (A) with respect to RFR Loans, on the
Interest Payment Date therefor, if all affected Lenders may lawfully
continue to maintain such RFR Loans to such day, or immediately, if any
Lender may not lawfully continue to maintain such RFR Loa

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ns to such day
or (B) with respect to Term Benchmark Loans, on the last day of the
Interest Period therefor, if all affected Lenders may lawfully continue
to maintain such Term Benchmark Loans, to such day, or immediately, if
any Lender may not lawfully continue to maintain such Term Benchmark
Loans, as applicable, to such day. Upon any such prepayment or
conversion, the Borrower shall also pay accrued interest (except with
respect to any prepayment or conversion of an RFR Loan) on the amount so
prepaid or converted, together with any additional amounts required
pursuant to Section 2.13.

SECTION 2.13.    [Break Funding Payments]{.underline}. In the event of
(i) the payment of any principal of any Term Benchmark Loan other than
on the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (ii) the conversion of any Term
Benchmark Loan other than on the last day of the Interest Period
applicable thereto, (iii) the failure to borrow, convert or continue any
Term Benchmark Loan on the date specified in any notice delivered
pursuant hereto (whether or not such notice may be revoked in accordance
with the terms hereof), (iv) the failure to prepay any Term Benchmark
Loan on a date specified therefor in any notice of prepayment given by
the Borrower (unless such notice has been revoked in accordance with
Section 2.08) or (v) the assignment of any Term Benchmark Loan other
than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.16, then, in
any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event (but not lost profits)
within 15 days following written request of such Lender (accompanied by
a certificate described below in this Section). Such loss, cost or
expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest that
would have accrued on the principal amount of such Loan had such event
not occurred, at the Adjusted Term SOFR Rate that would have been
applicable to such Loan (but not

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  -65-
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including the Applicable Rate applicable thereto), for the period from
the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a f

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ailure to borrow, convert or
continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest that would accrue on such
principal amount for such period at the interest rate such Lender would
bid if it were to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the
international interbank market. A certificate of any Lender delivered to
the Borrower and setting forth the basis for and, in reasonable detail
(to the extent practicable), computation of any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be
conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within 15 days after receipt
thereof.

SECTION 2.14.    [Taxes]{.underline}.

(a)[Payments Free of Taxes]{.underline}. All payments by or on account
of any obligation of the Borrower or any Guarantor under any Loan
Document shall be made without deduction or withholding for any Taxes,
except as required by applicable law. If any applicable law (as
determined in the good faith discretion of an applicable withholding
agent) requires the deduction or withholding of any Tax in respect of
any such payment by any applicable withholding agent, then the
applicable withholding agent shall be entitled to make such deduction or
withholding and shall timely pay the full amount deducted or withheld to
the relevant Governmental Authority in accordance with applicable law
and, if such Tax is an Indemnified Tax, then the sum payable by the
Borrower or such Guarantor, as applicable, shall be increased as
necessary so that after all such deductions or withholdings have been
made (including such deductions and withholdings applicable to
additional sums payable under this Section 2.14) the applicable Lender
(or, in the case of a payment received by the Administrative Agent for
its own account, the Administrative Agent) receives an amount equal to
the sum it would have received had no such deduction or withholding been
made.

(b)[Payment of Other Taxes]{.underline}. Without limitation or
duplication of Section 2.14(a), the Borrower and the Guarantors shall
timely pay to the relevant Governmental Authority in accordance with
applicable law, or at the option of the Administrative Agent, timely
reimburse the Administ

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rative Agent for the payment of, any Other Taxes.

(c)[Evidence of Payment]{.underline}. As soon as practicable after any
payment of Taxes by the Borrower or a Guarantor to a Governmental
Authority pursuant to this Section, the Borrower or such Guarantor, as
applicable, shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the
Administrative Agent.

(d)[Indemnification by the Borrower and the Guarantors]{.underline}.
Without limitation or duplication of Section 2.14(a) or (b) above, the
Borrower and the Guarantors shall jointly and severally indemnify each
Recipient, within 30 days after written demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.14)
payable or paid by such Recipient or required to be withheld or deducted
from a payment to such Recipient and any reasonable out-of-pocket
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; [provided]{.underline} that if, after
the payment of any amounts by the Borrower under this Section 2.14(d)
any such Indemnified Taxes in respect of which a payment was made are
thereafter determined to have been incorrectly or illegally imposed,
then the relevant Recipient shall use commercially reasonable efforts to
cooperate with the Borrower to obtain a refund of such Taxes (which
shall be repaid to the Borrower in accordance with Section 2.14(g)) so
long as such efforts would not, in the sole determination of such
Recipient, result in any additional out-of-pocket costs or expenses not

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reimbursed by the Borrower or be otherwise materially disadvantageous to
such Recipient; provided, further, that the Borrower shall not be
required to indemnify any Recipient pursuant to this Section 2.14(d) for
any interest, penalties or expenses to the extent resulting from such
Recipient' failure to notify the Borrower of the relevant possible
indemnification claim within six months after such Recipient receives
written notice from the applicab

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le Governmental Authority of the
specific Tax assessment given rise to such indemnification claim. A
certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender (with a copy to the Administrative Agent), or
by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.

(e)[\[Reserved\]]{.underline}.

(f)[Status of Lenders]{.underline}. (i) Any Lender that is entitled to
an exemption from or reduction of withholding Tax with respect to any
payments made under any Loan Document shall deliver to the Borrower and
the Administrative Agent, at the time or times reasonably requested by
the Borrower or the Administrative Agent, such properly completed and
executed documentation reasonably requested by the Borrower or the
Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any
Lender, if reasonably requested by the Borrower or the Administrative
Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent
as will enable the Borrower and the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the
contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set
forth in paragraphs (ii)(A), (ii)(B) and (iii) of Section 2.14(f)) shall
not be required if in the Lender' reasonable judgment such completion,
execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and
the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrower or the Administrative
Agent), two properly completed and executed copies of IRS Form W-9
certifying that such Lender is exempt from U.S. federal backup
withholding tax;

(B)any Foreign Lender shall, to the extent it is legally eligible to do
so, deliver to the Borrower

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and the Administrative Agent on or prior to
the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), two of whichever of the
following is applicable:

1.in the case of a Foreign Lender claiming the benefits of an income tax
treaty to which the United States is a party, a properly completed and
executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable,
establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to such tax treaty;

2.in the case of a Foreign Lender claiming that its extension of credit
will generate U.S. effectively connected income, properly completed and
executed copies of IRS Form W-8ECI;

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  ------ -- --

3.in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit H-1 to the effect that
such Foreign Lender is not a "ank"within the meaning of Section
881(c)(3)(A) of the Code, a "0 percent shareholder"of the Borrower
within the meaning ofSection 881(c)(3)(B) of the Code, or a "ontrolled
foreign corporation"that is related to the Borrower as described in
Section 881(c)(3)(C) of the Code (a ".S. Tax Compliance Certificate" and
no payments under any Loan Document are effectively connected with such
Lender' conduct of a U.S. trade or business and (y) properly completed
and executed originals of IRS Form W-8BEN-E or IRS Form W-8BEN; or

4.to the extent a Foreign Lender is not the beneficial owner (for
example, where such Foreign Lender is a partnership or a participating
Lender), properly completed and executed copies of IRS Form W-8IMY,
accompanied by properly completed and executed copies of IRS Form
W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS
Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Foreign Lender is a
partnership (and not a participating Lender) and one or more direct or
indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Ex

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hibit H-4 on
behalf of such direct and indirect partner(s); and

5.any Foreign Lender shall, to the extent it is legally eligible to do
so, deliver to the Borrower and the Administrative Agent on or prior to
the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), executed copies of any
other documentation prescribed by applicable law as a basis for claiming
exemption from or a reduction in U.S. federal withholding Tax, duly
completed, together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower or the
Administrative Agent to determine the withholding or deduction required
to be made.

i.If a payment made to a Lender or the Administrative Agent under any
Loan Document would be subject to Taxes imposed by FATCA if such Lender
or the Administrative Agent were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender or the
Administrative Agent shall deliver to the Borrower and the
Administrative Agent atthe time or times prescribed by law and at such
time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Borrower or the Administrative
Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA, and to determine whether
such Lender has complied with such Lender' obligations under FATCA or to
determine the amount, if any, to deduct and withhold from such payment.
Solely for purposes of this Section 2.14(f)(iii), "ATCA"shall include
any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any documentation it previously delivered
expires or becomes obsolete or inaccurate in any respect, it shall
promptly update such documentation and deliver such documentation

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to the Borrower and the Administrative Agent or promptly notify the
Borrower and the Administrative Agent in writing of its legal
ineligibility to do so.

Notwithstanding any other pr

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ovisions of this Section 2.14 (f), a Lender
shall not be required to deliver any documentation that such Lender is
not legally eligible to deliver.

Each Lender hereby authorizes the Administrative Agent to deliver to the
Loan Parties and to any successor Administrative Agent any documentation
provided by such Lender to the Administrative Agent pursuant to this
Section 2.14(f).

On or before the date the Administrative Agent (or any successor
thereto) becomes a party to this Agreement, the Administrative Agent
shall provide to Borrower, two properly completed and executed copies of
the documentation prescribed in clause (i) or (ii) below, as applicable
(together with all required attachments thereto): (i) IRS Form W-9 or
any successor thereto, or (ii) (A) IRS Form W-8ECI or any successor
thereto, with respect to amounts received for its own account and (B)
with respect to payments received on account of any Lender, IRS Form
W-8IMY evidencing its agreement with the Borrower to be treated as a
"nited States person"within the meaning of Section 7701(a)(30) of the
Code. At any time thereafter, the Administrative Agent shall provide
updated documentation previously provided (or a successor form thereto)
when any documentation previously delivered has expired or become
obsolete or invalid or otherwise upon the reasonable request of the
Borrower. Notwithstanding any other provisions of this Section 2.14(f),
the Administrative Agent shall not be required to deliver any
documentation that the Administrative Agent is not legally eligible to
deliver as a result of a Change in Law after the date of this Agreement.

(g)[Treatment of Certain Refunds]{.underline}. If any Lender determines,
in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this
Section 2.14 (including by the payment of additional amounts pursuant to
this Section 2.14), it shall pay to the indemnifying party an amount
equal to such refund (but only to the extent of indemnity payments made
under this Section 2.14 with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses (including Taxes) of such
indemnified party and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund). Such
indemnifying party, upon the request of such indemnified

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party, shall
repay to such indemnified party the amount paid over pursuant to this
Section 2.14(g) (plus any penalties, interest or other charges imposed
by the relevant

Governmental Authority) in the event that such indemnified party is
required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 2.14(g), in no
event will the indemnified party be required to pay any amount to an
indemnifying party pursuant to this Section 2.14(g) the payment of which
would place the indemnified party in a less favorable net after-Tax
position than the indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments
or additional amounts with respect to such Tax had never been paid. This
Section 2.14(g) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to
its Taxes that it deems confidential) to the indemnifying party or any
other Person.

(h)The agreements in this Section 2.14 shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights
by, or the replacement of, a Lender, the consummation of the
transactions contemplated hereby, the repayment of the Loans and the
expiration or termination of the Revolving Commitments, the expiration
of any Letter of Credit or the termination of this Agreement or any
provision hereof.

(i)For purposes of this Section 2.14, the term "pplicable law"includes
FATCA and the term "ender"shall include any Issuing Bank and any
Swingline Lender.

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SECTION 2.15.    [Payments Generally; Pro Rata Treatment; Sharing of
Setoffs]{.underline}.

(a)The Borrower shall make each payment or prepayment required to be
made by it hereunder or under any other Loan Document prior to the time
required hereunder or under such other Loan Document for such payment
(or, if no such time is expressly required, prior to 2:00 p.m., New York
City time), on the date when due or the date fixed for any prepayment
hereunder, in immediately available funds, without any defense, setoff,
recoupment or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to
h

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ave been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to such
account as may be specified by the Administrative Agent, except payments
to be made directly to an Issuing Bank or Swingline Lender as expressly
provided herein and except that payments pursuant to Sections 2.12,
2.13, 2.14, 9.03 and 9.20 and 9.21 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be
made to the Persons specified therein. The Administrative Agent shall
distribute any such payment received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof.
If any payment under any Loan Document shall be due on a day that is not
a Business Day, the date for payment shall be extended to the next
succeeding Business Day and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such
extension. All payments under each Loan Document shall be made in the
applicable Agreed Currency in which the Borrowing was made or Letter of
Credit issued and otherwise in dollars.

(b)If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest
and fees then due hereunder, such funds shall be applied towards payment
of the amounts then due hereunder ratably among the parties entitled
thereto, in accordance with the amounts then due to such parties.

(c)If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of any Loan or LC Disbursement resulting in such
Lender receiving payment of a greater proportion of the aggregate amount
of any Loan or LC Disbursement and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such
greater proportion shall notify the Administrative Agent of such fact
and shall purchase (for cash at face value) participations in the Loans
and LC Exposure of other Lenders to the extent necessary so that the
amount of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amounts of principal of and accrued
interest on their Loans or LC Exposure; [provided]{.underline} that (i)
if any such participations are purchased and a

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ll or any portion of the
payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement
(for the avoidance of doubt, as in effect from time to time) or any
payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or LC Exposure to any Person
that is an Eligible Assignee (as such term is defined herein from time
to time). The Borrower consent to the foregoing and agree, to the extent
it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of
the Borrower in the amount of such participation. For purposes of clause
(b) of the definition of "xcluded Taxes,"a Lender that acquires a
participation pursuant to this Section 2.15(c) shallbe treated as
having acquired such participation on the date(s) on which such Lender
acquired the applicable interest(s) in the applicable Commitment(s) to
which such participation relates.

(d)Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders that the

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Borrower will not make such payment, the Administrative Agent may assume
that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the
Lenders the amount due. In such event, if the Borrower has not in fact
made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed
to such Lender with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the applicable
Overnight Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank

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compensation.

(e)If any Lender shall fail to make any payment required to be made by
it hereunder to or for the account of the Administrative Agent, then the
Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such
Lender' obligations in respect of such payment until all such
unsatisfied obligations have been discharged.

SECTION 2.16.    [Mitigation Obligations; Replacement of
Lenders]{.underline}.

(a)If any Lender or Issuing Bank requests compensation under Section
2.12, or if the Borrower is required to pay any Indemnified Taxes or
additional amounts to any Lender or Issuing Bank or to any Governmental
Authority for the account of any Lender or Issuing Bank pursuant to
Section 2.14, then such Lender or Issuing Bank shall (at the request of
the Borrower) use commercially reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or
to assign and delegate its rights and obligations hereunder to another
of its offices, branches or Affiliates if, in the judgment of such
Lender or Issuing Bank, such designation or assignment and delegation
(i) would eliminate or reduce amounts payable pursuant to Section 2.12
or 2.14, as the case may be, in the future and (ii) would not subject
such Lender or Issuing Bank, as applicable, to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment and
delegation within 10 days following request of such Lender or Issuing
Bank (accompanied by reasonable (to the extent practicable) back-up
documentation relating thereto).

(b)If (i) any Lender requests compensation under Section 2.12, (ii) any
Lender delivers a notice under Section 2.12(e), (iii) the Borrower is
required to pay any Indemnified Taxes or additional amounts to any
Lender or Issuing Bank or any Governmental Authority for the account of
any Lender or Issuing Bank pursuant to Section 2.14, (iv) any Lender or
Issuing Bank has become a Defaulting Lender,

\(v\) any Lender or Issuing Bank has failed to consent to a proposed
amendment, waiver, discharge or termination that under Section 9.02
requires the co

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nsent of all the Lenders or Issuing Banks (or all or the
majority of the affected Lenders or Issuing Banks) and with respect to
which the Required Lenders shall have granted their consent or (vi) in
connection with the replacement of any non-Accepting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender
or Issuing Bank, as applicable, and the Administrative Agent, either (i)
require such Lender or Issuing Bank, as applicable, to assign and
delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), it being understood that the
processing and recordation fee referred to in such Section shall be paid
by the Borrower or the assignee (and the assignor Lender or Issuing
Bank, as applicable, shall not be responsible therefor), all its
interests, rights (other than its existing rights to payments pursuant
to Section 2.12 or 2.14) and obligations under this Agreement and the
other Loan Documents (or, in the case of any such assignment and
delegation resulting from a failure to provide a consent, all its
interests, rights and obligations under this Agreement and the other
Loan Documents as a Lender) to an Eligible Assignee that shall assume
such obligations (which may be another Lender, if a Lender accepts such
assignment and delegation) or (ii) so long as no Event of Default shall
have occurred and be continuing, terminate the Revolving Commitment of
such Lender or Issuing Bank, as the case may be, and (1) in the case of
a

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Lender (other than an Issuing Bank), repay all Obligations of the
Borrower owing (and the amount of all accrued interest and fees in
respect thereof) to such Lender relating to the Loans and Revolving
Exposure participations held by such Lender as of such termination date
and (2) in the case of an Issuing Bank, repay all obligations of the
Borrower owing to such Issuing Bank relating to the Loans, Letters of
Credit and Revolving Exposure participations held by such Issuing Bank
as of such termination date and cancel, cash collateralize or backstop
on terms satisfactory to such Issuing Bank any Letters of Credit issued
by it; [provided]{.underline} that (A) such Lender or Issuing Bank, as
applicable, shall have received payment of an amount equal to the
outstanding principal of its Loans and funded participat

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ions in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder (if applicable, in
each case only to the extent such amounts relate to its interest as a
Lender) from the assignee (in the case of such principal and accrued
interest and fees) or the Borrower (in the case of all other amounts),
(B) in the case of any such assignment and delegation resulting from a
claim for compensation under Section 2.12 or payments required to be
made pursuant to Section 2.14, such assignment will result in a
reduction in such compensation or payments, (C) such assignment does not
conflict with applicable law and (D) in the case of any such assignment
and delegation resulting from the failure to provide a consent, the
assignee shall have given such consent and, as a result of such
assignment and delegation and any contemporaneous assignments and
delegations and consents, the applicable amendment, waiver, discharge or
termination can be effected. A Lender or Issuing Bank shall not be
required to make any such assignment and delegation if, prior thereto,
as a result of a waiver or consent by such Lender or Issuing Bank or
otherwise, the circumstances entitling the Borrower to require such
assignment and delegation have ceased to apply. Each party hereto agrees
that an assignment and delegation required pursuant to this paragraph
may be effected pursuant to an Assignment and Assumption executed by the
Borrower, the Administrative Agent and the assignee and that the Lender
or Issuing Bank required to make such assignment and delegation need not
be a party thereto.

SECTION 2.17.    [Defaulting Lenders]{.underline}. Notwithstanding any
provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long
as such Lender is a Defaulting Lender:

(a)the Revolving Commitment Fees shall cease to accrue on the unused
amount of the Revolving Commitment of such Defaulting Lender;

(b)the Revolving Commitment and the Revolving Exposure of such
Defaulting Lender shall not be included in determining whether the
Required Lenders or any other requisite Lenders have taken or may take
any action hereunder or under any other Loan Document (including any
consent to any amendment, waiver or other modification pursuant to
Section 9.02); [provided]{.underline} tha

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t any amendment, waiver or
other modification requiring the consent of all Lenders or all Lenders
adversely affected thereby shall, except as otherwise provided in
Section 9.02, require the consent of such Defaulting Lender in
accordance with the terms hereof;

(c)if any Swingline Exposure or LC Exposure exists at the time a Lender
becomes a Defaulting Lender then:

(i)all or any part of the Swingline Exposure and LC Exposure of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Pro Rata Percentages, (x) but only
to the extent the sum of all non-Defaulting Lenders'Revolving Exposure
plus such Defaulting Lender' Swingline Exposure and LC Exposure does not
exceed the total of all non-Defaulting Lenders'Commitments and (y) only
to the extent that no Event of Default shall have occurred and be
continuing as of the date the applicable Lender became a Defaulting
Lender;

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i.if the reallocation described in [clause (i)]{.underline} above
cannot, or can only partially, be effected, the Borrower shall within
three Business Days following notice by the Administrative Agent (x

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)
[first]{.underline}, prepay such Swingline Exposure, and (y)
[second]{.underline}, cash collateralize, for the benefit of the Issuing
Banks, the Borrower' obligations corresponding to such Defaulting
Lender' LC Exposure (after giving effect to any partial reallocation
pursuant to [clause (i)]{.underline} above) in accordance with the
procedures set forth in [Section 2.20(j)]{.underline} for so long as
such LC Exposure is outstanding;

ii.if the Borrower cash collateralizes any portion of such Defaulting
Lender' LC Exposure pursuant to [clause (ii)]{.underline} above, the
Borrower or the Administrative Agent shall not be required to pay any
fees to such Defaulting Lender pursuant to [Section 2.09(d)]{.underline}
with respect to such Defaulting Lender' LC Exposure during the period
such Defaulting Lender' LC Exposure is cash collateralized;

iii.if the LC Exposure of the non-Defaulting Lenders is reallocated
pursuant to [clause (i)]{.underline} above, then the fees payable to the
Lenders pursuant to [Sections 2.09(a)]{.underline},
[2.09(d)]{.underline} and/or [2.09(e)]{.underline}, as applicable, shall
be adjusted in accordance with such non-Defaulting Lenders'Pro Rata
Percentages;

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and

iv.if all or any portion of such Defaulting Lender' LC Exposure is
neither reallocated nor cash collateralized pursuant to [clause
(i)]{.underline} or [(ii)]{.underline} above, then, without prejudice to
any rights or remedies of any Issuing Bank or any Lender hereunder, all
letter of credit fees payable under [Section 2.09(d)]{.underline} with
respect to such Defaulting Lender' LC Exposure shall be payable to the
Issuing Banks entitled to reimbursement until such LC Exposure is
reallocated and/or cash collateralized;

(d)so long as such Lender is a Defaulting Lender, the Swingline Lender
shall not be required to fund any Swingline Loan, the Issuing Banks
shall not be required to issue or increase any Letter of Credit, unless
the Swingline Lender or the Applicable Issuing Bank, as the case may be,
is satisfied that the related exposure will be 100% covered by the
Commitments of the non-Defaulting Lenders and/or cash collateral will be
provided by the Borrower in accordance with [Section
2.17(c)]{.underline}, and participating interests in any such newly made
Swingline Loan, newly issued or increased Letter of Credit shall be
allocated among non-Defaulting Lenders in a mannerconsistent with
[Section 2.17(c)(i)]{.underline} (and such Defaulting Lender shall not
participate therein); and

(e)so long as such Lender is a Defaulting Lender, any amount payable to
such Defaulting Lender hereunder (whether on account of principal,
interest, fees or otherwise and including any amount that would
otherwise be payable to such Defaulting Lender pursuant to [Section
2.15]{.underline}) shall, in lieu of being distributed to such
Defaulting Lender, be retained by the Administrative Agent in a
segregated account (for the avoidance of doubt, it is noted that any
amounts retained pursuant to this [Section 2.17(e)]{.underline} shall
for all other purposes be treated as having been paid to such Defaulting
Lender) and, subject to any applicable requirements of law and the
proviso at the end of this Section 2.17(e), be applied at such time or
times as may be determined by the Administrative Agent (i) *first*, to
the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder, (ii) *second*, pro rata, to the payment
of any amounts owing by such Defaulting Lender to any Issuing Bank or
Swingline Lender hereunder, (iii) *third*, if the Administr

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ative Agent
so determines or is reasonably requested by an Issuing Bank or the
Swingline Lender, held in such account as cash collateral for future
funding obligations of the Defaulting Lender in respect of any existing
or future participating interest in any Swingline Loan or Letter of
Credit, (iv) *fourth*, to the funding of any Loan in respect of which
such Defaulting Lender has failed to fund its portion thereof as
required by this Agreement, as determined by the Administrative Agent,
(v) *fifth*, if the Administrative Agent or the Borrower (with the
consent of the Administrative

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Agent) so determines, held in such account as cash collateral for future
funding obligations of the Defaulting Lender in respect of any Loans
under this Agreement, (vi) *sixth*, to the payment of any amounts owing
to the Lenders, an Issuing Bank or the Swingline Lender as a result of
any judgment of a court of competent jurisdiction obtained by any
Lender, such Issuing Bank or the Swingline Lender against such
Defaulting Lender as a result of such Defaulting Lender' breach of its
obligations under this Agreement, (vii) *seventh*, so long as no Event
of Default has occurred and is continuing, to the payment of any amounts
owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against such Defaulting
Lender as a result of such Defaulting Lender' breach of its obligations
under this Agreement, and (viii) *eighth*, to such Defaulting Lender or
as otherwise directed by a court of competent jurisdiction;
[provided]{.underline} that if (x) such payment is a payment of the
principal amount of any Loans or reimbursement obligations in respect of
LC Disbursements which such Defaulting Lender has not fully funded its
participation obligations and (y) made at a time when the conditions set
forth in [Section 4.02]{.underline} are satisfied, such payment shall be
applied solely to prepay the Loans of, and reimbursement obligations
owed to, all non-Defaulting Lenders pro rata prior to being applied to
the prepayment of any Loans, or reimbursement obligations owed to, any
Defaulting Lender.

If each of the Administrative Agent, the Borrower, the Issuing Banks and
the Swingline Lender and agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to

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be a Defaulting Lender,
then the Swingline Exposure and LC Exposure of the Lenders shall be
readjusted to reflect the inclusion of such Lender' Commitments and on
the date of such readjustment such Lender shall purchase at par such of
the Loans of the other Lenders (other than Swingline Loans) as the
Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Pro Rata Percentages.

The Borrower may terminate the unused amount of the Revolving Commitment
of any Lender that is a Defaulting Lender upon not less than two
Business Days'prior notice to the Administrative Agent (which shall
promptly notify the Lenders thereof); provided that (i) no Event of
Default shall have occurred and be continuing and (ii) such termination
shall not be deemed to be a waiver or release of any claim the Borrower,
the Administrative Agent, any Issuing Bank or any Lender may have
against such Defaulting Lender.

The rights and remedies against, and with respect to, a Defaulting
Lender under this Section are in addition to, and cumulative and not in
limitation of, all other rights and remedies that the Administrative
Agent, any Lender or the Borrower may at any time have against, or with
respect to, such Defaulting Lender.

SECTION 2.18.    [Certain Permitted Amendments]{.underline}.

(a)The Borrower may, by written notice to the Administrative Agent from
time to time beginning after the Effective Date, but not more than five
times during the term of this Agreement (and with no more than one such
offer outstanding at any one time), make one or more offers (each, a
"[Loan]{.underline} [Modification Offer]{.underline}" to all the Lenders
to make one or more Permitted Amendments pursuant to procedures
reasonably specified by the Administrative Agent and reasonably
acceptable to the Borrower. Such notice shall set forth (i) the terms
and conditions of the requested Permitted Amendment and (ii) the date on
which such Permitted Amendment is requested to become effective.
Notwithstanding anything to the contrary in Section 9.02, each Permitted
Amendment shall only require the consent of the Borrower, the
Administrative Agent and those Lenders that accept the applicable Loan
Modification Offer (such Lenders, the "[Accepting Lenders]{.underline}",
and each Permitted Amendment shall become effective only with respect to
the Loans o

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f the Accepting Lenders. In connection with any Loan
Modification Offer, the Borrower may, at its sole option, with respect
to one or more of the Lenders that are not Accepting Lenders (each, a
"[Non-Accepting Lender]{.underline}" replace such Non-Accepting Lender
pursuant to Section

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2.16(b). Upon the effectiveness of any Permitted Amendment and any
assignment of any Non-Accepting Lender' Revolving Commitments pursuant
to Section 2.16(b), subject to the payment of applicable amounts
pursuant to Section 2.13 in connection therewith, the Borrower shall be
deemed to have made such borrowings and repayments of the Loans, and the
Lenders shall make such adjustments of outstanding Loans between and
among them, as shall be necessary to effect the reallocation of the
Revolving Commitments such that, after giving effect thereto, (x) the
Loans denominated in dollars shall be held by the Lenders (including the
Eligible Assignees as the new Lenders) ratably in accordance with their
Pro Rata Percentages and (y) the Loans denominated in an Alternative
Currency shall be held by the Lenders (including the Eligible Assignees
as the new Lenders) ratably in accordance with their Pro Rata
Percentages.

(b)The Borrower and each Accepting Lender shall execute and deliver to
the Administrative Agent a Loan Modification Agreement and such other
documentation as the Administrative Agent shall reasonably specify to
evidence the acceptance of the Permitted Amendments and the terms and
conditions thereof. The Administrative Agent shall promptly notify each
Lender as to the effectiveness of each Loan Modification Agreement. Each
of the parties hereto hereby agrees that, upon the effectiveness of any
Loan Modification Agreement, this Agreement shall be deemed amended to
the extent (but only to the extent) necessary to reflect the existence
and terms of the Permitted Amendment evidenced thereby and only with
respect to the Loans and Revolving Commitments of the Accepting Lenders,
including any amendments necessary to treat the applicable Loans and/or
Revolving Commitments of the Accepting Lenders as a new "lass"or
"ranche"of loans and/or commitments hereunder. Notwithstanding the
foregoing, no Permitted Amendment shall become effective unless the
Administrative Agent, to the extent reasonably requested by the
Administrative Agent,

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shall have received legal opinions, board
resolutions, officer' and secretary' certificates and other
documentation consistent with those delivered on the Effective Date
under this Agreement.

(c)"[Permitted Amendments]{.underline}"means any or all of the
following: (i) an extension of the Maturity Date applicable solely to
the Loans and/or Revolving Commitments of the Accepting Lenders,

\(ii\) an increase in the interest rate with respect to the Loans and/or
Revolving Commitments of the Accepting Lenders, (iii) the inclusion of
additional fees to be payable to the Accepting Lenders in connection
with the Permitted Amendment (including any commitment fees and upfront
fees), (iv) such amendments to this Agreement and the other Loan
Documents as shall be appropriate, necessary or advisable, in the
reasonable judgment of the Administrative Agent and the Borrower, to
provide the rights and benefits of this Agreement and other Loan
Documents to each new "lass"or "ranche"of loans and/or commitments
resulting therefrom; [provided]{.underline} that extensions of
Borrowings shall be made pro rata across "lasses"or "ranches"of loans
and/or commitments and payments of principal and intereston Loans
(including Loans of Accepting Lenders) shall continue to be shared pro
rata in accordance with Section 2.15, except that notwithstanding
Section 2.15 the Loans and Revolving Commitments of the Non-Accepting
Lenders may be repaid and terminated on their applicable Maturity Date,
and may be so repaid or terminated without any pro rata reduction of the
commitments and repayment of Loans of Accepting Lenders with a different
Maturity Date and (v) such other amendments to this Agreement and the
other Loan Documents as shall be appropriate, necessary or advisable, in
the reasonable judgment of the Administrative Agent and the Borrower, to
give effect to the foregoing Permitted Amendments.

(d)This Section 2.18 shall supersede any provision in Section 9.02 to
the contrary. Notwithstanding any reallocation into extending and
non-extending "lasses"or "ranches"in connection with a Permitted
Amendment, all Loans to the Borrower under this Agreement shall rank
pari

-passu in right of payment.

SECTION 2.19.    wingline Loans.

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(a)Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make Swingline

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Loans from time to time in dollars to
the Borrower during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding
\$50,000,000 to the Borrower, (ii) the total Aggregate Revolving
Exposure exceeding the Aggregate Revolving Commitment, (iii) the
aggregate principal amount of outstanding Swingline Loans (to the extent
that the other Lenders shall not have funded their participations) and
Revolving Exposure of the Swingline Lender (solely in its capacity as a
Lender) exceeding the Revolving Commitment of the Swingline Lender, or
(iv) any other limitation set forth in Section 2.01 or 2.02 not being
satisfied after giving effect to such Swingline Loan;
[provided]{.underline} that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan.
Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Swingline
Loans without premium or penalty. To request a Swingline Loan, the
Borrower shall notify the Administrative Agent of such request by
telephone (confirmed by facsimile), not later than 2:00 p.m., New York
City time., on the day of a proposed Swingline Loan. Each such notice
shall be irrevocable and shall specify the requested date (which shall
be a Business Day), the Borrower and amount of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender
of any such notice received from the Borrower. The Swingline Lender
shall make each Swingline Loan available to the Borrower by means of
remitting the amounts to an account of the Borrower (or, in the case of
a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in [Section 2.20(e)]{.underline}, by remittance to the
Applicable Issuing Bank).

(b)The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 p.m. (noon), New York City
time, on any Business Day require the Lenders to acquire participations
on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline
Loans in which the applicable Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will g

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ive notice
thereof to each Lender, specifying in such notice such Lender' Pro Rata
Percentage of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender' Pro Rata Percentage of such Swingline
Loan or Loans in dollars. Each Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph, is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of
a Default or reduction or termination of the Revolving Commitments, and
that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Lender shall comply with its
obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in [Sections
2.04(a)]{.underline} and [(b)]{.underline} with respect to Loans made by
such Lender (and

[Sections 2.04(a)]{.underline} and [(b)]{.underline} shall apply,
[mutatis mutandis]{.underline}, to the payment obligations of theLenders), and the Administrative Agent shall promptly pay to the
Swingline Lender the amounts so received by it from the Lenders. The
Administrative Agent shall notify the Borrower of any participations in
any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other party on
behalf of the Borrower) in respect of a Swingline Loan after receipt by
the Swingline Lender of the proceeds of a sale of participations therein
shall be promptly remitted to the Administrative Agent; any such amounts
received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their
interests may appear; [provided]{.underline} that any such payment so
remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment
is required to be refunded to the Borrower for any reason. The purchase
of participations in a S

airbnb.txt

wingline Loan pursuant to this paragraph shall
not relieve the Borrower of any default in the payment thereof.

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  ------ -- --

(c)The Administrative Agent, on behalf of the Swingline Lender, shall
request settlement (a "[Settlement]{.underline}" with the Lenders on at
least a weekly basis or on any date that the Administrative Agent
elects, by notifying the Lenders of such requested Settlement by
facsimile, telephone, or e-mail no later than 1:00 p.m., New York City
time, on the date of such requested Settlement (the "[Settlement
Date]{.underline}". Each Lender (other than the Swingline Lender, in the
case of the Swingline Loans) shall transfer the amount of such Lender'
Pro Rata Percentage of the outstanding principal amount of the
applicable Loan with respect to which Settlement is requested to the
Administrative Agent, to such account of the Administrative Agent as the
Administrative Agent may designate, not later than 3:00 p.m., New York
City time on such Settlement Date. Settlements may occur during the
existence of a Default and whether or not the applicable conditions
precedent set forth in [Section 4.02]{.underline} have then been
satisfied. Such amounts transferred to the Administrative Agent shall be
applied against the amounts of the Swingline Lender' Swingline Loans
and, together with the Swingline Lender' Pro Rata Percentage of such
Swingline Loan, shall constitute Loans of such Lenders, respectively. If
any such amount is not transferred to the Administrative Agent by any
Lender on such Settlement Date, the Swingline Lender shall be entitled
to recover such amount on demand from such Lender together with interest
thereon as specified in [Section 2.04(b).]{.underline}

SECTION 2.20.    etters of Credit.

(a)[General.]{.underline} Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit
denominated in Agreed Currencies (provided that the aggregate amount of
all Letters of Credit issued in an Alternative Currency shall not exceed
the Dollar Equivalent of

\$50,000,000) for its own account or for the account of the Borrower and
any of the Guarantors, with each Letter of Credit being in a form
reasonably acceptable to the Administrative Agent and the Applicable
Issuing Bank, at any time and from time to time during the Revolving
Availability Period. In

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the event of any inconsistency between the terms
and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, an Issuing Bank
relating to any Letter of Credit, the terms and conditions of this
Agreement shall control. It is hereby acknowledged and agreed that and
each of the letters of credit described on Schedule 2.20 (the "[Existing
Letters of Credit]{.underline}" shall constitute a "etter of Credit"for
all purposes of this Agreement and shall be deemed issued under this
Agreement on the Effective Date.

(b)[Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions.]{.underline} To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall hand deliver or facsimile (or transmit by
electronic communication, if arrangements for doing so have been
approved by the Applicable Issuing Bank) to the Applicable Issuing Bank
and the Administrative Agent (prior to 12:30 p.m. at least three
Business Days prior to the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter
of Credit is to expire (which shall comply with [paragraph
(c)]{.underline} of this Section), the amount and Agreed Currency of
such Letter of Credit, to which Borrower' account the Letter of Credit
will apply, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Applicable Issuing
Bank, the Borrower also shall submit a letter of credit application on
the Applicable Issuing Bank' standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not
exceed \$200,000,000, (ii) the Aggregate Revolvin

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g Exposure shall not
exceed the Aggregate Revolving Commitments, (iii) the Issuing Bank
Issued Amount with respect to the Applicable Issuing Bank shall not
exceed the Issuing Bank Individual Sublimit of the

  ------ -- --

  -77-
  ------ -- --

Applicable Issuing Bank (unless otherwise agreed by the Applicable
Issuing Bank), and (iv) all other Revolving Exposure limitations set
forth in Sections 2.01 and 2.02 would be satisfied.

An Issuing Bank shall not be under any obligation to issue any Letter of
Credit if:

(i)any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any law applicable to such
Issuing Bank shall prohibit, or require that such Issuing Bank refrain
from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon such Issuing Bank with respect
to such Letter of Credit any restriction, reserve or capital requirement
(for which such Issuing Bank is not otherwise compensated hereunder) not
in effect on the Effective Date, or shall impose upon such Issuing Bank
any unreimbursed loss, cost or expense that was not applicable on the
Effective Date and that such Issuing Bank in good faith deems material
to it; or

(ii)the issuance of such Letter of Credit would violate one or more
policies of such Issuing Bank applicable to letters of credit generally.

(c)[Expiration Date.]{.underline} Each Letter of Credit shall expire at
or prior to the close of business on the earlier of (i) the date one
year after the date of the issuance of such Letter of Credit (or, in the
case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the
Maturity Date.

(d)[Participations.]{.underline} By the issuance of a Letter of Credit
(or an amendment to a Letter of Credit increasing the amount thereof)
and without any further action on the part of the Applicable Issuing
Bank or the Lenders, the Applicable Issuing Bank hereby grants to each
Lender, and each Lender hereby acquires from the Applicable Issuing
Bank, a participation in such applicable Letter of Credit equal to such
Lender' Pro Rata Percentage, as applicable, of the aggregate amount
available to be drawn under such applicable Letter of Credit. In
c

airbnb.txt

onsideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Applicable Issuing Bank, such Lender' Pro
Rata Percentage of each LC Disbursement made by the Applicable Issuing
Bank and not reimbursed by the Borrower on the date due as provided in
[paragraph (e)]{.underline} of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason in each
case in the applicable Agreed Currency. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or reduction or termination of
the Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.

(e)[Reimbursement.]{.underline} If the Applicable Issuing Bank shall
make any LC Disbursement in respect of such Letter of Credit, the
Borrower shall reimburse such LC Disbursement in the applicable Agreed
Currency by paying to the Administrative Agent an amount equal to such
LC Disbursement not later than noon on the date that is one Business Day
immediately following the day that such LC Disbursement is made;
[provided]{.underline} that the Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with [Section
2.03]{.underline} or [2.19]{.underline} that such payment be financed
with a Revolving Borrowing or Swingline Loan in an equivalent amount
and, to the extent so financed, the Borrower' obligation to make such
payment shall be discharged and replaced by the resulting Revolving
Borrowing or Swingline Loan. If the Borrower fails to make such payment
when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Borrower in

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  ------ -- --

respect thereof and such Lender' Pro Rata Percentage thereof. Promptly
following receipt of such notice, each applicable Lender shall pay to
the Administrative Agent such Pro Rata Percentage of the payment in the
applicable Agreed Currency, then due from the Borrower,

airbnb.txt

in the same
manner as provided in [Sections 2.04(a)]{.underline} and
[2.04(b)]{.underline} with respect to Loans made by such Lender (and
[Sections 2.04(a)]{.underline} and [2.04(b)]{.underline} shall apply,
*mutatis mutandis*, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Applicable Issuing Bank
the amounts so received by it from the applicable Lenders. Promptly
following receipt by the Administrative Agent of any payment from the
Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the Applicable Issuing Bank or, to the extent
that Lenders have made payments pursuant to this paragraph to reimburse
the Applicable Issuing Bank, then to such applicable Lenders and the
Applicable Issuing Bank as their interests may appear. Any payment made
by a Lender pursuant to this paragraph to reimburse the Applicable
Issuing Bank for any LC Disbursement (other than the funding of Loans or
a Swingline Loan as contemplated above) shall not constitute a Loan and
shall not relieve the Borrower of their obligation to reimburse such LC
Disbursement.

(f)[Obligations Absolute]{.underline}. The Borrower' obligation to
reimburse LC Disbursements as provided in [paragraph (e)]{.underline} of
this Section shall be absolute, unconditional and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit, any Letter
of Credit Agreement or this Agreement, or any term or provision therein,
(ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii)
payment by the Applicable Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the
terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might,
but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower'
obligations hereunder. Neither the Administrative Agent, the Lenders nor
any Issuing Bank, nor any of their Related Parties, shall ha

airbnb.txt

ve any
liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any
error in interpretation of technical terms, any error in translation or
any consequence arising from causes beyond the control of such Letter of
Credit' Applicable Issuing Bank; [provided]{.underline} that the
foregoing shall not be construed to excuse an Issuing Bank from
liability to the Borrower to the extent of any direct damages (as
opposed to special, indirect, consequential or punitive damages, claims
in respect of which are hereby waived by the Borrower to the extent
permitted by applicable law) suffered by the Borrower that are caused by
such Issuing Bank' gross negligence or willful misconduct (as finally
determined by a court of competent jurisdiction). In furtherance of the
foregoing andwithout limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to
be in substantial compliance with the terms of a Letter of Credit, the
Applicable Issuing Bank may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of
Credit.

(g)[Disbursement Procedures.]{.underline} The Applicable Issuing Bank
shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit.
The Applicable Issuing Bank shall promptly notify the Administrative
Agent and the Borrower by telephone (confirmed by facsimile) or
electronic mail of such demand for payment and whether the Applicable
Issuing Bank has made or will make an LC Disbursement thereunder;
[provided]{.underline} that any

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  ------ -- --

failure to give or delay in giving such notice shall not relieve the
Bo

airbnb.txt

rrower of its obligation to reimburse the Applicable Issuing Bank and
the Lenders with respect to any such LC Disbursement.

(h)[Interim Interest.]{.underline} If the Applicable Issuing Bank shall
make any LC Disbursement, then, unless the Borrower shall reimburse such
LC Disbursement in full on the date such LC Disbursement is made, the
unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the
date that the Borrower reimburses such LC Disbursement, at the rate *per
annum* then applicable to ABR Loans; [provided]{.underline} that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to
[paragraph (e)]{.underline} of this Section, then [Section
2.10(f)]{.underline} shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the Applicable Issuing Bank,
except that interest accrued on and after the date of payment by any
Lender pursuant to [paragraph (e)]{.underline} of this Section to
reimburse the Applicable Issuing Bank shall be for the account of such
Lender to the extent of such payment.

(i)[Replacement of an Issuing Bank; Additional Issuing Banks;
Resignation.]{.underline}

(i)Any Issuing Bank may be replaced at any time by written agreement
among the Borrower, the Administrative Agent, the replaced Issuing Bank
and the successor Issuing Bank. The Administrative Agent shall notify
the Lenders of any such replacement of an Issuing Bank. At the time any
such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to [Section 2.08(b)]{.underline}. From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have
all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "ssuing Bank"shall be deemed to refer to
such successor or to any previous Issuing Bank, or to such successor and
all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights
and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such replacement, but

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shall not
be required to issue additional Letters of Credit.

(ii)The Borrower may, at any time and from time to time with the consent
of the Administrative Agent (which consent shall not be unreasonably
withheld, denied, conditioned or delayed) and such Lender, designate one
or more additional Lenders (not to exceed five such Lenders at any time)
to act as an issuing bank under the terms of this Agreement. Any Lender
designated as an issuing bank pursuant to this [paragraph
(i)(ii)]{.underline} shall be deemed to be an "ssuing Bank"(in addition
to being a Lender) in respect of Letters of Credit issued or to be
issued by such Lender, and, with respect to such Letters of Credit, such
term shall thereafter apply to the other Issuing Bank and such Lender.

(iii)Any Issuing Bank may resign at any time by giving 30 days'prior
notice to the Administrative Agent, the Lenders and the Borrower. After
the resignation of an Issuing Bank hereunder, the retiring Issuing Bank
shall remain a party hereto and shall continue to have all the rights
and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to
such resignation, but shall not be required to issue additional Letters
of Credit or to extend, reinstate, or otherwise amend any then existing
Letter of Credit.

(j)[Cash Collateralization.]{.underline} If any Event of Default shall
occur and be continuing, or if any Letter of Credit extends past the
Maturity Date, on the Business Day that the Borrower receives notice
from the Required Lenders (or, if the maturity of the Loans has been
accelerated, the Administrative Agent) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in

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an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders (the "[LC
Collateral Account]{.underline}", an amount in cash equal to 103% of the
LC Exposure of the Borrower as of such date plus accrued and unpaid
interest thereon; [provided]{.underline} that the obligation to deposit
such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower de

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scribed in Section 7.01(h) or (i). Such
deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the Obligations. In addition, and without
limiting the foregoing or paragraph (c) of this Section, if any LC
Exposure remain outstanding after the expiration date specified in
Section 2.01, the Borrower shall immediately deposit into the LC
Collateral Account an amount in cash equal to 103% of such LC Exposure
as of such date [plus]{.underline} any accrued and unpaid interest
thereon. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account
and the Borrower hereby grants the Administrative Agent a security
interest in the LC Collateral Account to secure the Obligations of the
Borrower. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower' risk and
expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in each such account. Moneys
in each such account shall be applied by the AdministrativeAgent to
reimburse the Issuing Banks for LC Disbursements on account of the
Borrower for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated, be applied to satisfy other
Obligations. If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three Business Days after all such
Events of Defaults have been cured or waived.

(k)[Reporting.]{.underline} No later than 9:00 a.m., New York City time,
on the second Business Day prior to the last day of each calendar
quarter (the "[Reporting Time]{.underline}", each Issuing Bank shall
provide the Administrative Agent with a summary of all (A) outstanding
issuances at such time and (B) Letter of Credit activity during such
calendar quarter. It is understood and agreed that, for purposes of the
calculation of fees payable pursuant to [Section 2.09(d)]{.underline},
any Letter of Credit activity o

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ccurring after the Reporting Time shall
be deemed to have occurred in the immediately succeeding calendar
quarter.

SECTION 2.21.    [Revolving Commitment Increase]{.underline}.

(a)The Borrower may at any time or from time to time after the Effective
Date, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly deliver a copy to each of the
Lenders), request one or more increases in the amount of the Revolving
Commitments (each such increase, a "[Revolving Commitment
Increase]{.underline}"; [provided]{.underline} that both at the time of
any such request and upon the effectiveness of any Incremental Amendment
referred to below, no Event of Default shall exist. Each Revolving
Commitment Increase shall be in an aggregate principal amount that is
not less than

\$25,000,000 (or such lower amount that either (A) represents all
remaining availability under the limit set forth in the next sentence or
(B) is acceptable to the Administrative Agent). Notwithstanding anything
to the contrary herein, the aggregate amount of the Revolving Commitment
Increases shall not exceed

\$500,000,000 (the "[Commitment Increase Cap]{.underline}". Each notice
from the Borrower pursuant to this [Section 2.21]{.underline} shall set
forth the requested amount and proposed terms of the relevant Revolving
Commitment Increase. Revolving Commitment Increases may be made by any
existing Lender or by any other bank or other financial institution (any
such other bank or other financial institution being called an
"[Additional Lender]{.underline}"; [provided]{.underline} that the
relevant Persons under [Section 9.04(b)]{.underline} shall have
consented (in each case, not to be unreasonably withheld or delayed) to
such Lender' or Additional Lender' Revolving Commitment Increase, if
such consent would be required under [Section 9.04(b)]{.underline} for
an assignment of Loans to such Lender or Additional Lender. Each
Arranger agrees, upon the request of the

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Borrower and pursuant to mutually satisfactory engagement and
compensation arrangements, to use its commercially reasonable efforts to
obtain any Additional Lenders to make any such requested Revolving
Commitment Increase; [provided]{.underline} that each Arranger'
agreement to use such efforts does not constitute a commitment to
provide any such reque

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sted Revolving Commitment Increase.

(b)Commitments in respect of any Revolving Commitment Increase shall
become Revolving Commitments under this Agreement pursuant to an
amendment (an "[Incremental Amendment]{.underline}" to this Agreement
and, as appropriate, the other Loan Documents, executed by the Borrower,
each Lender agreeing to provide such Revolving Commitment Increase, if
any, each Additional Lender, if any, and the Administrative Agent. The
Incremental Amendment may, without the consent of any other Lenders,
effect such amendments to this Agreement and the other Loan Documents as
may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Borrower, to effect the provisions of this
[Section 2.21]{.underline}. The effectiveness of any Incremental
Amendment shall be subject to the satisfaction on the date thereof
(each, a "[Revolving Commitment Increase Closing Date]{.underline}" of
each of the conditions set forth in [Section 4.02]{.underline} (it being
understood that all references to "he date of such Borrowing"or similar
language in such [Section 4.02]{.underline} shall be deemed to refer to
the effective date of such Incremental Amendment). Notwithstanding the
foregoing, no Incremental Amendment shall become effective unless the
Administrative Agent, to the extent reasonably requested by the
Administrative Agent, shall have received legal opinions, board
resolutions, officer' and secretary' certificates and other
documentation consistent with those delivered on the Effective Date
under this Agreement. The Borrower may use the proceeds of Loans
provided pursuant to any Revolving Commitment Increase for any purpose
not prohibited by this Agreement. No Lender shall be obligated to
provide any Revolving Commitment Increase unless it so agrees in its
sole discretion. Any Lender that fails to respond to a request to
increase its Commitment shall be deemed to have declined such request.

(c)The Loans and Revolving Commitments established pursuant to this
paragraph shall constitute Loans and Revolving Commitments under, and
shall be entitled to all the benefits afforded by, this Agreement and
the other Loan Documents, and shall, without limiting the foregoing,
benefit equally and ratably from the Guarantees provided under Article
X.

(d)After giving effect to any Revolving Commitment Increase, it may be
the case that t

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he outstanding Loans are not held pro rata in accordance
with the new Revolving Commitments. In order to remedy the foregoing, on
the effective date of the applicable Revolving Commitment Increase, each
of the parties hereto (including each Additional Lender) agrees that the
Administrative Agent may take any and all action as may be reasonably
necessary to ensure that, after giving effect to such Revolving
Commitment Increase, the Loans will be held by the Lenders (including,
without limitation, any Additional Lenders), pro rata in accordance with
the Pro Rata Percentages hereunder (after giving effect to the
applicable Revolving Commitment Increase).

(e)This [Section 2.21]{.underline} shall supersede any provision herein
to the contrary.

ARTICLE III

[Representations and Warranties]{.underline}

The Borrower and each Guarantor represents and warrants to the
Administrative Agent, each Issuing Bank and each of the Lenders, on the
Effective Date and on each other date on which representations and
warranties are required to be, or are deemed to be, made under the Loan
Documents, that:

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SECTION 3.01.    [Organization; Powers]{.underline}. The Borrower and
each Guarantor and each other Material Subsidiary is duly organized,
validly existing and (to the extent the concept is applicable in such
jurisdiction) in good standing under the laws of the jurisdiction of its
organization, has all power and authority and all material Governmental
Approvals required for the ownership and operation of its material
properties and the conduct of its material business as now conducted
and, except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business, and is in good standing, in
every jurisdiction where such qualification is required.

SECTION 3.02.    [Authorization; Enforceability]{.underline}. The
Transactions to be entered into by the Borrower and each Guarantor are
within the Borrower' and Guarantor' corporate or other organizational
powers and have been duly authorized by all necessary corporate or other
organizational and, if required, stockholder or other equityholder
action of the Borrower and each Guarantor. This Agreement has been duly
executed and delivered by the Borrower and each Guarantor and
constitu

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tes, and each other Loan Document, when executed and delivered
by the Borrower and each Guarantor, will constitute, a legal, valid and
binding obligation of the Borrower or such Guarantor, as applicable,
enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium,
winding-up or other laws affecting creditors'rights generally and to
general principles of equity, regardless of whether considered in a
proceeding in equity or at law.

SECTION 3.03.    [Governmental Approvals; Absence of
Conflicts]{.underline}. The Transactions (a) do not require any consent
or approval of, registration or filing with or any other action by any
Governmental Authority, except such as have been obtained or made and
are in full force and effect and except to the extent failure to obtain
any such consent, approval, registration, filing or other action would
not reasonably be expected to result in a Material Adverse Effect, (b)
will not violate any applicable law, including any order of any
Governmental Authority, except to the extent any such violations,
individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect, (c) do not require consent or
approval, except such as have been obtained and are in full force and
effect, under, and will not violate, the certificate or formation or
limited liability company agreement of the Borrower, (d) will not
violate or result (alone or with notice or lapse of time or both) in a
default under any indenture or other agreement or instrument in respect
of Material Indebtedness binding upon the Borrower or any Subsidiary or
any of their assets, or give rise to a right thereunder to require any
payment, repurchase or redemption to be made by the Borrower or any
Subsidiary, or give rise to a right of, or result in, any termination,
cancellation, acceleration or right of renegotiation of any obligation
thereunder, in each case except to the extent that the foregoing,
individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect and (e) except for Permitted Liens
or other Liens permitted under Section 6.02, will not result in the
creation or imposition of any Lien on any asset of the Borrower or any
Subsidiary.

SECTION 3.04.    [Financial Condition; No Material Adverse
Change]{.underline}.

(a)The Borr

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ower has heretofore furnished to the Lenders its audited
consolidated balance sheet and related consolidated statements of
operations, shareholders'equity and cash flows (i) as of and for the
fiscal year ended December 31, 2021, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended June 30, 2022. Such
financial statements present fairly, in all material respects, the
financial position, results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods
in accordance in all material respects with GAAP, subject to normal
year-end audit adjustments and, in the case of the statements referred
to in clause (ii) above, the absence of footnotes.

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(b)Since December 31, 2021, there has been no event or condition that
has resulted, or would reasonably be expected to result, in a material
adverse change in the business, assets, liabilities, operations or
financial condition of the Borrower and the Subsidiaries, taken as a
whole.

SECTION 3.05.    [Properties]{.underline}.

(a)The Borrower and each Subsidiary has good title to, or valid
leasehold interests in, or rights to use, all its property material to
its business, subject to Liens permitted by Section 6.02 and except (i)
for defects in title that, individually or in the aggregate, do not
materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Borrower or any
Subsidiary or (ii) for any failure to do so that, individually or in the
aggregate, would not reasonably be expected to result in a Material
Adverse Effect.

(b)The Borrower and each Subsidiary owns, or is licensed to use, all
patents, trademarks, copyrights, technology, software, domain names and
other intellectual property that is necessary for the conduct of its
business as currently conducted, without conflict with the rights of any
other Person, except to the extent that such failure to own or license,
or any such conflict, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. No
patents, trademarks, copyrights technology, software, domain names or
other intellectual property used by the Borrower or any Subsidiary in
the operation of its business infringes upon, misappropriates or
otherwise

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violates the intellectual property rights of any other Person,
except for any such infringements, misappropriations or other violations
that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect. No claim or litigation regarding
any patents, trademarks, copyrights, technology, software, domain names
or other intellectual property owned or used by the Borrower or any
Subsidiary is pending or, to the knowledge of the Borrower or any
Subsidiary, threatened in writing against the Borrower or any Subsidiary
that, individually or in the aggregate, has a reasonable likelihood of
an adverse determination and such adverse determination would reasonably
be expected to result in a Material Adverse Effect.

SECTION 3.06.    [Litigation and Environmental Matters]{.underline}.

(a)Except as set forth in [Schedule 3.06]{.underline}, there are no
actions, suits or proceedings by or before any Governmental Authority or
arbitrator pending against or, to the knowledge of the Borrower or any
Subsidiary, threatened in writing against the Borrower or any Subsidiary
that (i) has a reasonable likelihood of an adverse determination and
such adverse determination would reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect or (ii) involve
any of the Loan Documents.

(b)Except with respect to any matters that, individually or in the
aggregate, would not reasonably be expected to result in a Material
Adverse Effect: neither the Borrower nor any Subsidiary (i) has failed
to comply with any Environmental Law or to obtain, maintain or comply
with any Governmental Approval required under any Environmental Law,
(ii) is subject to any Environmental Liability, (iii) has received
written notice of any claim with respect to any Environmental Liability
or (iv) knows of any fact, incident, event or condition that would
reasonably be expected to form the basis for any Environmental
Liability.

SECTION 3.07.    [Compliance with Laws]{.underline}.

(a)The Borrower and each Subsidiary is in compliance with all laws,
including all orders of Governmental Authorities, applicable to it or
its property, except where the failure to comply, individually or in the
aggregate, would not reasonably be expected to result in a Material
Adverse Effect.

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(b)The Borr

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ower has implemented and maintains in effect policies and
procedures designed to ensure compliance by the Borrower and the
Subsidiaries (subject to Section 5.08) and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and the Borrower and the Subsidiaries and their respective
officers and directors and, to the knowledge of the Borrower or any
Subsidiary, their respective employees and agents are in compliance with
Anti- Corruption Laws and applicable Sanctions in all material respects.
None of (a) the Borrower, any Subsidiary or their respective directors
or officers or, to the knowledge of the Borrower or any Subsidiary, any
of their respective employees, or (b) to the knowledge of the Borrower
or any Subsidiary, any agent of the Borrower or any Subsidiary that will
act in any capacity in connection with or benefit from any credit
facility established hereby, is a Sanctioned Person. The Transactions do
not violate any Anti-

Corruption Law, the USA PATRIOT Act or applicable Sanctions. No
Borrowing, Letter of Credit or other transaction contemplated by this
Agreement will violate any Anti-Corruption Law or applicable Sanctions.
The Borrower will not request any Borrowing or Letter of Credit, and the
Borrower will not use, and will procure that the Subsidiaries and its or
their respective directors, officers, employees and agents will not use,
directly, to its knowledge, or indirectly, the proceeds of any Borrowing
or Letter of Credit (i) in furtherance of an offer, payment, promise to
pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws,
(ii) for the purpose of funding, financing or facilitating any
activities, business or transaction of or with any Sanctioned Person, or
in any Sanctioned Country, to the extent such activities, business or
transactions are prohibited by Sanctions (iii) in any manner that would
result in the violation of any Sanctions applicable to any party hereto.

SECTION 3.08.    [Investment Company Status]{.underline}. None of the
Borrower or any Guarantor is an "nvestment company"as defined in, or
subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09.    [Taxes]{.underline}. The Borrower and each Subsidiary
have timely filed or caused to be filed all Tax returns and rep

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orts
required to have been filed and have paid or caused to be paid all Taxes
required to have been paid by them, except where (a) (i) the validity or
amount thereof is being contested in good faith by appropriate
proceedings, (ii) the Borrower or such Subsidiary, as applicable, has
set aside on its books reserves with respect thereto to the extent
required by GAAP and (iii) such contest effectively suspends collection
of the contested obligation and the enforcement of any Lien securing
such obligation or (b) the failure to do so would not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse
Effect.

SECTION 3.10.    [ERISA]{.underline}. No ERISA Events have occurred or
are reasonably expected to occur that would, in the aggregate,
reasonably be expected to result in a Material Adverse Effect. The
Borrower and each ERISA Affiliate has fulfilled its obligations under
the minimum funding standards of ERISA and the Code with respect to each
Plan and is in compliance with the presently applicable provisions of
ERISA and the Code with respect to each Plan, in each case, except as
would not, individually or in the aggregate, reasonably be expected toresult in a Material Adverse Effect. Except as would not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower
nor any ERISA Affiliate has (a) sought a waiver of the minimum funding
standard under Section 412 of the Code in respect of any Plan, (b)
failed to make any contribution or payment to any Plan or Multiemployer
Plan, or made any amendment to any Plan that has resulted or could
result in the imposition of a Lien or the posting of a bond or other
security under ERISA or the Code, or (c) incurred any liability under
Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA that are not past due. The Borrower does not and
will not hold "lan assets"(within the meaning of 29 CFR §2510.3- 101, as
modified by Section 3(42) of ERISA).

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SECTION 3.11.    [Solvency]{.underline}. Immediately after giving effect
to the consummation of the Transactions to occur on such date, including
the making of any Loans and the application of the proceeds thereof, (i)
the fair value of the assets of the Borrower and the Subsidiaries on a
consolidated basis, at a fair valuation on

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a going concern basis, will
exceed the debts and liabilities, direct, subordinated, contingent or
otherwise, of the Borrower and the Subsidiaries on a consolidated basis;
(ii) the present fair saleable value of the property of the Borrower and
the Subsidiaries on a consolidated and going concern basis will be
greater than the amount that will be required to pay the probable
liability of the Borrower and the Subsidiaries on a consolidated basis
on their debts and other liabilities, direct, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and
matured in the ordinary course of business; (iii) the Borrower and the
Subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, direct, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured in the ordinary course
of business; and (iv) the Borrower and the Subsidiaries on a
consolidated basis will not have unreasonably small capital with which
to conduct the businesses in which they are engaged as such businesses
are now conducted.

SECTION 3.12.    [Disclosure]{.underline}. Each of the written reports,
financial statements, certificates and other written information (other
than financial projections, budgets, estimates, other forward-looking
information, and information of a general economic or industry-specific
nature) furnished by or on behalf of the Borrower or any Subsidiary to
the Administrative Agent, any Arranger or any Lender in connection with
the negotiation of this Agreement or any other Loan Document is and will
be, when furnished and taken as a whole, complete and correct in all
material respects and does not and will not, when furnished and taken as
a whole, contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein
not materially misleading in light of the circumstances under which such
statements are made (in each case after giving effect to all supplements
and updates provided thereto prior to the Effective Date). The financial
projections that have been furnished by or on behalf of the Borrower or
any Subsidiary to the Administrative Agent, any Arranger or any Lender
in connection with the negotiation of this Agreement or any other Loan
Document have been prepared in good faith based upon assumptions that
are believed b

airbnb.txt

y the Borrower to be reasonable at the time such financial
projections are furnished to the Administrative Agent, any Arranger or
any Lender, it being understood and agreed that financial projections
are as to future events and are not to be viewed as facts, are subject
to significant uncertainties and contingencies, many of which are out of
the Borrower', or its Subsidiaries'control, that no assurance can be
given that any particular projections will be realized, that the
financial projections is not a guarantee of financial performance and
that actual results during the period or periods covered by such
projections may differ significantly from the projected results and such
differences may be material.

SECTION 3.13.    [Federal Reserve Regulations]{.underline}. Neither the
Borrower nor any Subsidiary is engaged or will engage, principally or as
one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U of the Board
of Governors), or extending credit for the purpose of purchasing or
carrying margin stock. No part of the proceeds of the Loans or any
Letter of Credit will be used to purchase or carry margin stock, toextend credit for others to purchase or carry margin stock or for any
purpose that entails, and no other action will be taken by the Borrower
and the Subsidiaries that would result in, a violation of Regulations T,
U and X of the Board of Governors.

SECTION 3.14.    [Use of Proceeds]{.underline}. The Borrower will use
the proceeds of the Loans to (i) finance the Effective Date Refinancing,
(ii) pay fees and expenses incurred in connection with the Effective
Date Refinancing and the Transactions and (iii) for working capital in
the ordinary course of business and for general corporate purposes of
the Borrower and the Subsidiaries.

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SECTION 3.15.    [Ranking of Obligations]{.underline}. The obligations
of the Borrower under the Loan Documents rank at least equally with all
of the unsubordinated unsecured Indebtedness of the Borrower, and ahead
of all subordinated Indebtedness, if any, of the Borrower.

SECTION 3.16.    [Labor Matters]{.underline}. Except as set forth in
[Schedule 3.16]{.underline} and except in the aggregate to the extent
the same has not had and could not be reasonably expected to have a
Material Adverse Eff

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ect, (a) there are no strikes, lockouts, slowdowns
or other labor disputes against any Loan Party or any Subsidiary pending
or, to the knowledge of the Loan Parties, threatened in writing, and (b)
the hours worked by and payments made to employees of the Loan Parties
and the Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign
law dealing with such matters.

SECTION 3.17.    [Subsidiaries]{.underline}. [Schedule 3.17]{.underline}
sets forth as of the Effective Date a list of all Subsidiaries of the
Borrower, the jurisdiction of their formation or organization, as the
case may be, and the percentage ownership interest of such Subsidiary'
parent company therein, and such Schedule shall denote which
subsidiaries as of the Effective Date are not Guarantors.

SECTION 3.18.    [Beneficial Ownership Certification]{.underline}. As of
(a) the Effective Date, the information included in any Beneficial
Ownership Certification delivered pursuant to Section 4.01(g) is true
and correct in all respects and (b) as of the date delivered, the
information included in any Beneficial Ownership Certification delivered
pursuant to Section 5.01(g) is true and correct in all respects.

ARTICLE IV

[Conditions]{.underline}

SECTION 4.01. [Effective Date]{.underline}. The effectiveness of this
Agreement and the obligations of the Lenders to make Loans and each
Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions shall
be satisfied (or waived):

a.The Administrative Agent shall have received a counterpart of this
Agreement executed by each party hereto (which, subject to Section
9.06(b), may include any Electronic Signatures transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of
an actual executed signature page).

b.The Administrative Agent shall have received written opinions
(addressed to the Administrative Agent, the Issuing Banks and the
Lenders and dated the Effective Date) of Simpson Thacher & Bartlett LLP,
counsel to the Borrower and the Guarantors, in form and substance
customary for financings of this type.

c.The Administrative Agent shall have received a certificate of the
Borrower and each Guarantor, dated the Effective Date and executed by
the secretary, an assistant secretary

airbnb.txt

or a director of the Borrower and
each Guarantor, as applicable, attaching (i) a copy of each
organizational document of the Borrower and each Guarantor which shall,
to the extent applicable, be certified as of the Effective Date or a
recent date prior thereto by the appropriate Governmental Authority,
(ii) signature and incumbency certificates of the officers or directors,
as applicable, of the Borrower and each Guarantor, as applicable
executing each Loan Document,

\(iii\) resolutions of the board of directors or shareholders, as
applicable, of the Borrower and each Guarantor, as applicable approving
and authorizing the execution, delivery and performance of the Loan
Documents, certified as of the Effective Date by such secretary,
assistant secretary or director as being in full force and effect
without modification or amendment, and (iv) a good

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standing certificate (where relevant) from the Secretary of State or
similar Governmental Authority of the jurisdiction of organization or
formation, if applicable, for the Borrower and each Guarantor, dated the
Effective Date or a recent date prior thereto, in each case, in formand
substance customary for financings of this type.

d.The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by a Responsible Officer of the Borrower,
certifying that, as of the Effective Date and after giving effect to the
Transactions that are to occur on such date, (i) the representations and
warranties of the Borrower and the Guarantors set forth in the Loan
Documents are true and correct (A) in the case of the representations
and warranties qualified as to materiality, in all respects and (B)
otherwise, in all material respects and (ii) no Default or Event of
Default has occurred and is continuing.

e.The Administrative Agent shall have received a certificate
substantially in the form of [Exhibit E]{.underline} from the Borrower,
dated the Effective Date and signed by a Responsible Officer of the
Borrower.

f.All reasonable out-of-pocket costs, expenses (including reasonable and
documented legal fees and expenses of one outside counsel) and fees
contemplated by the Loan Documents, or otherwise agreed by the Borrower
with the Arrangers, to be reimbursable or payable by or on behalf of the
Borrower to the Arrangers (or their Affiliates)

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, the Administrative
Agent or the Lenders shall have been paid on or prior to the Effective
Date, in each case, to the extent required to be paid on or prior to the
Effective Date and, in the case of such costs and expenses, invoiced at
least three (3) Business Days prior to the Effective Date.

g.The Lenders shall have received at least three (3) Business Days prior
to the Effective Date, to the extent reasonably requested by the
Administrative Agent or any Lender at least ten Business Days prior to
the Effective Date, all documentation and other information required by
regulatory authorities under applicable "now your customer"and
anti-money laundering rules and regulations, including, without
limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation,
including, to each Lender that so requests, a Beneficial Ownership
Certification to the extent the Borrower qualifies as a "egal
entity"customer under the Beneficial Ownership Regulation.

h.The Effective Date Refinancing shall have occurred substantially
concurrently with the Transactions.

For purposes of determining compliance with the conditions specified in
this [Section 4.01]{.underline}, the Administrative Agent, each Issuing
Bank and each Lender as of the Effective Date shall, upon the execution
and delivery by the Administrative Agent, each such Issuing Bank and
each such Lender of their respective signature pages to this Agreement,
be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required hereunder to be consented
to or approved by or acceptable or satisfactory to the Administrative
Agent, each such Issuing Bank and each such Lender.

The Administrative Agent shall notify the Borrower and the Lenders of
the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02.    [Each Revolving Credit Event]{.underline}. The
obligation of each Lender to make a Loan and of each Issuing Bank to
issue, amend, renew or extend Letters of Credit on the occasion of each
Borrowing (other than any conversion or continuation of any outstanding
Loans) or issuance, amendment,

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  ------ -- --

renewal or extension of Letters of Credit is subject to receipt of the
Borrowing Request therefor in accordance herewith and to the
satisfaction of the following conditions:

(a)The representations an

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d warranties of the Borrower and the Guarantors
set forth in the Loan Documents (other than, after the Effective Date,
the representations set forth in Sections 3.04(b) and 3.06(a)) shall be
true and correct (i) in the case of the representations and warranties
qualified as to materiality, in all respects and (ii) otherwise, in all
material respects, in each case on and as of the date of such Borrowing,
except in the case of any such representation or warranty that expressly
relates to a prior date, in which case such representation or warranty
shall be so true and correct (i) in the case of the representations and
warranties qualified as to materiality, in all respects and (ii)
otherwise, in all material respects, in each case, on and as of such
prior date.

(b)At the time of and immediately after giving effect to such Borrowing,
no Default or Event of Default shall have occurred and be continuing.

On the date of any Borrowing (other than any conversion or continuation
of any outstanding Loans and any amendment to any Letter of Credit that
increases or extends such Letter of Credit), the Borrower shall be
deemed to have represented and warranted that the conditions specified
in paragraphs (a) and (b) of this Section have been satisfied.

ARTICLE V

[Affirmative Covenants]{.underline}

The Borrower and the Guarantors covenant and agree with each Lender and
each Issuing Bank that, until the Termination Date:

SECTION 5.01.    [Financial Statements and Other
Information]{.underline}. The Borrower will furnish to the
Administrative Agent, on behalf of each Lender:

(a)within 90 days after the end of each fiscal year of the Borrower,
commencing with the fiscal year ending December 31, 2022, its audited
consolidated balance sheet and related consolidated statements of
operations, shareholders'equity and cash flows as of the end of and for
such fiscal year, setting forth in each case in comparative form the
figures for the prior fiscal year, all audited by and accompanied by the
opinion of PricewaterhouseCoopers LLP or another independent registered
public accounting firm of recognized national standing (without a "oing
concern"or like qualification or exception (other than any qualification
or exception with respect to or resulting from (i) an upcoming scheduled
final maturity of any Loans or other Indebtedness occurring within one
year from the time such opinio

airbnb.txt

n is delivered or (ii) any prospective or
actual default or event of default under any financial covenant
hereunder or a financial covenant in any other Indebtedness) and without
any qualification, exception or emphasis as to the scope of such audit)
to the effect that such consolidated financial statements present
fairly, in all material respects, the financial position, results of
operations and cash flows of the Borrower and its consolidated
Subsidiaries on a consolidated basis as of the end of and for such year
in accordance in all material respects with GAAP;

(b)within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its consolidated balance
sheet as of the end of such fiscal quarter, the related consolidated
statements of operations for such fiscal quarter and the then elapsed
portion of the fiscal year and the related statements of cash flows for
the then elapsed portion of the fiscal

  ------ -- --

  -89-
  ------ -- --

year, in each case setting forth in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the prior fiscal year, all certified by a
Financial Officer of the Borrower as presenting fairly, in all material
respects, the financial position, results of operations and cash flows
of the Borrower and its consolidated Subsidiaries on a consolidated
basis as of the end of and for such fiscal quarter and such portion of
the fiscal year in accordance with in all material respects GAAP,
subject to normal year-end audit adjustments and the absence of certain
footnotes;

(c)concurrently with each delivery of financial statements under clause
(a) or (b) above, a completed Compliance Certificate signed by a
Financial Officer of the Borrower, (i) certifying as to whether a
Default has occurred and is continuing on such date and, if a Default
has occurred and is continuing on such date, specifying the details
thereof and any action taken or proposed to be taken with respect
thereto and (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.06(a) and (b);

(d)concurrently with any delivery of financial statements under [clause
(a)]{.underline} above and within 60 days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower, the
Borro

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wer shall provide unaudited financial statements of corresponding
character and for dates and periods as in [clauses (a)]{.underline} and
[(b)]{.underline} covering, to the extent consolidated, the VIEs, in
each case together with a consolidating statement reflecting
eliminations or adjustments required to reconcile the financial
statements of such VIEs, as applicable, to the financial statements
delivered pursuant to such [clauses (a)]{.underline} and
[(b);]{.underline}

(e)promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed
by the Borrower or any Subsidiary with the SEC or with any national
securities exchange;

(f)promptly after any request therefor, such other information (i)
regarding the operations, business affairs, assets, liabilities and
financial condition of the Borrower or any Subsidiary (subject to the
limitations described in the last sentence of Section 5.07), or
compliance with the terms of any Loan Documents, as the Administrative
Agent or any Lender (through the Administrative Agent) may reasonably
request in writing and (ii) regarding sustainability matters and
practices of the Borrower or any Subsidiary (including with respect to
corporate governance, environmental, social and employee matters,
respect for human rights, anti-corruption and anti-bribery), as the
Administrative Agent or any Lender (through the Administrative Agent)
may reasonably request for purposes of compliance with any legal or
regulatory requirement applicable to it; and

(g)promptly following any request therefor, provide information and
documentation reasonably requested by the Administrative Agent or any
Lender for purposes of compliance with applicable "now your customer"and
anti-money-laundering rules and regulations, including, without
limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation.

Notwithstanding anything to the contrary in this [Section
5.01]{.underline}, none of the Borrower nor any Subsidiary will be
required to disclose or permit the inspection or discussion of, any
document, information or other matter (i) that constitutes non-financial
trade secrets or non-financial proprietary information, (ii) in respect
of which disclosure to the Administrative Agent or any Lender (or their
respective representatives or contractors) is prohibited by law or any

airbnb.txt

binding agreement or (iii) that is subject to attorney client or similar
privilege or constitutes attorney work product.

  ------ -- --

  -90-
  ------ -- --

Information required to be delivered pursuant to clause (a), (b), (d) or
(e) of this Section shall be deemed to have been delivered to the
Lenders if such information, or one or more annual or quarterly reports
containing such information, shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the
Lenders have been granted access or shall be available on the website of
the SEC at http://www.sec.gov or on the website of the Borrower.
Information required to be delivered pursuant to this Section to the
Administrative Agent may also be delivered by electronic communications
pursuant to procedures approved by the Administrative Agent.

SECTION 5.02.    [Notices of Material Events]{.underline}. Promptly
after any Responsible Officer of the Borrower or any Guarantor obtains
actual knowledge thereof, the Borrower will furnish to the
Administrative Agent written notice of the following:

(a)the occurrence of, or receipt by the Borrower or any Guarantor of any
written notice claiming the occurrence of, any Default;

(b)the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against the Borrower or
any Subsidiary, or any adverse development in any such pending action,
suit or proceeding not previously disclosed in writing by the Borrower
to the Administrative Agent and the Lenders, that in each case has a
reasonable likelihood of an adverse determination and such determination
would reasonably be expected to result in a Material Adverse Effect or
that in any manner questions the validity of any Loan Document;

(c)the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred would reasonably be expected to
result in a Material Adverse Effect; or

(d)any other development that has resulted, or would reasonably be
expected to result, in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth the
details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

SECTION 5.03.    [Existence; Conduct

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of Business]{.underline}. The
Borrower and each Guarantor will, and will cause each Subsidiary to, do
or cause to be done all things necessary to preserve, renew and keep in
full force and effect (a) its legal existence and (b) the rights,
licenses, permits, privileges and franchises material to the conduct of
the business of the Borrower and its Subsidiaries taken as a whole,
except, in the case of this clause (b), where the failure to do so,
individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect; [provided]{.underline} that the
foregoing shall not prohibit any transaction permitted under Article VI.

SECTION 5.04.    [Payment of Taxes]{.underline}. The Borrower and each
Guarantor will, and will cause each Subsidiary to, pay its Taxes before
the same shall become delinquent or in default by more than forty-five
(45) days, except where (a) (i) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (ii) the Borrower or
such Subsidiary has set aside on its books reserves with respect thereto
to the extent required by GAAP and (iii) such contest effectively
suspends collection of the contested obligation and the enforcement of
any Lien securing such obligation or (b) the failure to make payment
would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect.

  ------ -- --

  -91-
  ------ -- --

SECTION 5.05.    [Maintenance of Properties and Rights]{.underline}. The
Borrower and each Guarantor will, and will cause each Subsidiary to,
keep and maintain all property material to the conduct of its business
in good working order and condition, ordinary wear and tear and casualty
and condemnation excepted, and will take all actions reasonably
necessary to maintain and protect all patents, trademarks, copyrights,
technology, software, domain names and other intellectual property
rights (including licenses thereto) necessary to the conduct of its
business as currently conducted and proposed to be conducted, except in
each case (i) for the lapse or expiration of registered intellectual
property rights at the end of the applicable statutory term, or (iii)
where the failure to maintain or take any such actions, individually or
in the aggregate, would not reasonably be expected to result in a
Material Adverse Effect; [prov

airbnb.txt

ided]{.underline} that the foregoing shall
not prohibit any transaction permitted under Article VI.

SECTION 5.06.    [Insurance]{.underline}. The Borrower and each
Guarantor will, and will cause each Subsidiary to, maintain, with
insurance companies that the Borrower believes (in the good faith
judgment of the management of the Borrower) are financially sound and
reputable (including captive insurance subsidiaries), insurance in such
amounts (with no greater risk retention) and against such risks as is
customarily maintained by companies of established repute engaged in the
same or similar businesses operating in the same or similar locations.

SECTION 5.07.    [Books and Records; Inspection and Audit
Rights]{.underline}. The Borrower and each Guarantor will, and will
cause each Subsidiary to, keep proper books of record and account in
which full, true and correct entries in accordance, in all material
respects, with GAAP and applicable law are made of all material dealings
and transactions in relation to its business and activities. The
Borrower and each Guarantor will, and will cause each Subsidiary to,
permit the Administrative Agent (acting on its own behalf or on behalf
of any of the Lenders), and any agent designated by the Administrative
Agent, solely during the existence of an Event of Default, upon
reasonable prior notice, (a) to visit and reasonably inspect its
properties, (b) to examine and make extracts from its books and records
and (c) to discuss its operations, business affairs, assets, liabilities
and financial condition with its officers and independent accountants,
all at such reasonable times during normal business hours and as often
as reasonably requested; [provided]{.underline} that the Administrative
Agent collectively may not exercise such rights more often than once
during any calendar year and the Administrative Agent (or any of their
agents) may do any of the foregoing (at the reasonable expense of the
Borrower) at any time during normal business hours and upon reasonable
advance notice. The Administrative Agent shall give the Borrower the
opportunity to participate in any discussions with the Borrower'
independent accountants. Notwithstanding anything to the contrary in
this Section, neither the Borrower nor any Subsidiary shall be required
to disclose, permit the inspection, examination or making copies or
abstracts of, or discu

airbnb.txt

ssion of, any document, information or other
matter that (i) constitutes non-financial trade secrets or non-financial
proprietary information, (ii) in respect of which disclosure to the
Administrative Agent (or its agents) is prohibited by applicable law or
any binding confidentiality agreement between the Borrower or any
Subsidiary and a Person that is not the Borrower or any Subsidiary not
entered into in contemplation of preventing such disclosure, inspection,
examination or discussion or (iii) is subject to attorney-client or
similar privilege or constitutes attorney work-product.

SECTION 5.08.    [Compliance with Laws]{.underline}. The Borrower and
each Guarantor will, and will cause each Subsidiary to, comply with all
laws, including all Environmental Laws and ERISA, and all orders of any
Governmental Authority, applicable to it, its operations or its
property, except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material
Adverse Effect. The Borrower and each Guarantor will maintain in effect
and enforce policies and procedures reasonably designed to promote
compliance by the Borrower, the Subsidiaries and theirrespective
directors, officers, employees and agents (in each case, in their
respective capacities as such) with Anti-Corruption Laws and Sanctions.

  ------ -- --

  -92-
  ------ -- --

SECTION 5.09.    [Use of Proceeds]{.underline}.

(a)The proceeds of the Loans will be used (a) on the Effective Date to
(i) finance the Effective Date Refinancing, (ii) finance in part the
other Transactions, (iii) pay fees and expenses incurred in connection
with the Effective Date Refinancing and the Transactions and (b) on and
after the Effective Date used for working capital in the ordinary course
of business and general corporate purposes of the Borrower and the
Subsidiaries.

(b)The Borrower will not request any Borrowing or Letter of Credit, and
the Borrower will not use, and will procure that the Subsidiaries and
its or their respective directors, officers, employees and agents will
not use, directly or, to its knowledge, indirectly, the proceeds of any
Borrowing or Letter of Credit (i) in furtherance of an offer, payment,
promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of any
Anti-Corruption Laws

airbnb.txt

, (ii) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any
Sanctioned Person, or in any Sanctioned Country, to the extent such
activities, business or transaction are prohibited by Sanctions (iii) in
any manner that would result in the violation of any Sanctions
applicable to any party hereto, or (iv) to purchase or carry margin
stock or to extend credit to others for the purpose of purchasing or
carrying margin stock or for any other purpose that would result in a
violation of Regulations T, U and X of the Board of Governors.

SECTION 5.10.    [Guaranty]{.underline}.

(a)The payment and performance of the Obligations of the Borrower shall
be unconditionally guaranteed by each Subsidiary (other than a Foreign
Subsidiary or an Excluded Subsidiary), in each case, pursuant to Article
X hereof or pursuant to one or more supplements hereto or other guaranty
agreements in form and substance reasonably acceptable to the
Administrative Agent, as the same may be amended, modified or
supplemented from time to time (individually a
"[Guaranty]{.underline}"and collectively the "[Guaranties]{.underline}"
each Subsidiary party to this Agreement and each additional Subsidiary,
upon the execution and delivery of the applicable Guaranty, a
"[Guarantor]{.underline}"and collectively the
"[Guarantors]{.underline}".

(b)In the event that (x) any Subsidiary (other than a Foreign Subsidiary
or an Excluded Subsidiary) is acquired or created or ceases to be an
Excluded Subsidiary after the Effective Date or (y) the Borrower (in its
sole discretion) otherwise elects to designate a Subsidiary as a
Guarantor after the Effective Date, the Borrower shall cause such Person
to execute and deliver to the Administrative Agent,

\(i\) within 60 days after acquisition, creation or cessation in the
case of clause (x) and (ii) at the time of designation in the case of
clause (y), an Additional Guarantor Supplement substantially in the form
attached as [Exhibit F]{.underline} or such other form reasonably
acceptable to the Administrative Agent, and the Borrower shall also
deliver to the Administrative Agent, or cause such Person to deliver to
the Administrative Agent, at the Borrower' cost and expense, such other
instruments, documents, certificates and opinions of the type delivered
on the Effective Date pursuant to Section 4.01(b), 4.01(c)

airbnb.txt

and 4.01(d),
to the extent reasonably required by the Administrative Agent in
connection therewith.

(c)Upon delivery of written notice to the Administrative Agent by a
Responsible Officer of the Borrower certifying that, as to a particular
Guarantor, (i) such Guarantor is electing (in its sole discretion) to be
released from its Guarantee hereunder and (ii) the conditions set forth
in clause (a) that would require such Guarantor to remain a Guarantor do
not apply or, after giving effect to any substantially concurrent
transactions, including any repayment of Indebtedness or release of a
guaranty, will not apply, or such Guarantor is, or after giving effect
to any substantially concurrent transactions will be, an Excluded
Subsidiary, such Guarantor shall be automatically released from its
obligations (including its Guaranty) hereunder without further required
action by any Person; *provided* that,

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  -93-
  ------ -- --

notwithstanding the foregoing, no Guarantor shall cease to be a
Guarantor solely as a result of such Guarantor becoming an Excluded
Subsidiary pursuant to clause (a) of the definition thereof if the
transaction by which such Guarantor would become an Excluded Subsidiary
was not entered into in connection with a sale or disposition of the
Equity Interests of such Guarantor for fair market value to a third
party that is not an Affiliate (or Related Party) of the Borrower for a
bona fide business purpose. The Administrative Agent, at the Borrower'
expense, shall execute and deliver to the applicable Guarantor any
documents or instruments as such Guarantor may reasonably request to
evidence the release of such Guaranty.

(d)For the avoidance of doubt, in the event any Guarantor is released
from its Guarantee pursuant to clause (c) above, the requirements of
Section 5.10(a) shall no longer apply going forward with respect to such
former Guarantor (and Section 5.10(a) shall not cause any springing
Guarantee with respect to such released Guarantor after such release
occurs).

SECTION 5.11.    [\[Reserved\]]{.underline}

SECTION 5.12.    [\[Reserved\]]{.underline}

SECTION 5.13.    [Transactions with Affiliates]{.underline}. The
Borrower and the Guarantors will not, and will cause its Subsidiaries to
not, engage in transactions by or among the Borrower and the Guarantors,
sell or transfer any property or assets to,

airbnb.txt

or purchase or acquire any
property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, involving aggregate payments or
consideration in excess of \$25,000,000 in any fiscal year unless:

(a)such transaction is on terms that are not materially less favorable
to the Borrower or the relevant Subsidiary than those that would have
been obtained in a comparable transaction by the Borrower or such
Subsidiary with an unrelated Person on an arm'-length basis.

(b)The foregoing provisions will not apply to the following:

(i)transactions among the Borrower and its Subsidiaries or any entity
that becomes a Subsidiary as a result of such transaction;

(ii)\[Reserved\];

(iii)the Transactions and the payment of the Transaction Expenses;

(iv)issuances by the Borrower and its Subsidiaries of Equity Interests
not prohibited under this Agreement;

(v)reasonable and customary fees payable to any directors of the
Borrower and its Subsidiaries (or any direct or indirect parent of the
Borrower) and reimbursement of reasonable out- of-pocket costs of the
directors of the Borrower and its subsidiaries (or any direct or
indirect parent of the Borrower) in the ordinary course of business, in
the case of any direct or indirect parent to the extent reasonably
attributable to the ownership or operations of the Borrower and its
Subsidiaries);

(vi)expense reimbursement and employment, severance and compensation
arrangements entered into by the Borrower and its Subsidiaries with
their officers, employees and consultants in the ordinary course of
business, including, without limitation, the payment of stay bonuses and
incentive compensation and/or such officer', employee' or consultant'
equity investment in certain Subsidiaries;

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  -94-
  ------ -- --

i.payments by the Borrower and its Subsidiaries to each other pursuant
to tax sharing agreements on customary terms (including, without
limitation, transfer pricing initiatives);

ii.the payment of reasonable and customary indemnities to directors,
officers and employees of the Borrower and its Subsidiaries (or any
direct or indirect parent of the Borrower) in the ordinary course of
business, in the case of any direct or indirect parent to the extent
attributable to the operations of the Borrower and its Subsidiaries;

iii.transactions pursuant to permitted agreemen

airbnb.txt

ts in existence on the
Effective Date and disclosed to the Lenders prior to the Effective Date
and any amendment thereto to the extent such an amendment is not adverse
to the interests of the Lenders in any material respect;

iv.\[reserved\];

v.\[reserved\];

vi.loans and other transactions among the Borrower and its Subsidiaries
(and any direct and indirect parent company of the Borrower) to the
extent permitted under this Article V;

vii.the existence of, or the performance by the Borrower or any of its
Subsidiaries of its obligations under the terms of, any stockholders
agreement, principal investors agreement (including any registration
rights agreement or purchase agreement related thereto) to which it is a
party as of the Effective Date and any similar agreements entered into
thereafter; [provided]{.underline}, [however]{.underline}, that the
existence of, or the performance by the Borrower or any of its
Subsidiaries of obligations under any future amendment to any such
existing agreement or under any similar agreement entered into after the
Effective Date shall only be permitted by this [clause
(xiii)]{.underline} to the extent that the terms of any such amendment
or new agreement are not otherwise disadvantageous to the Lenders when
taken as a whole;

viii.transactions with customers, clients, suppliers, or purchasers or
sellers of goods or services, in each case in the ordinary course of
business which are fair to the Borrower and its Subsidiaries, in the
reasonable determination of the board of directors of the Borrower or
the senior management thereof, or are on terms at least as favorable as
might reasonably have been obtained at such time from an unaffiliated
party;

ix.sales of accounts receivable, or participations therein, by any
Subsidiary that is not a Guarantor in connection with any Receivables
Facility;

x.payments or loans (or cancellation of loans) to employees or
consultants of the Borrower, any of its direct or indirect parent
companies or any of its Subsidiaries which, for any such payments or
loans in excess of \$1,000,000, are approved by a majority of the board
of directors of the Borrower in good faith; and

xi.transactions among Foreign Subsidiaries for tax planning and tax
efficiency purposes.

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  -95-
  ------ -- --

ARTICLE VI

[Negative Covenants]{.underline}

Each of the Borrower and the G

airbnb.txt

uarantors covenants and agrees with each
Lender and each Issuing Bank that, until the Termination Date:

SECTION 6.01.    [Limitation on Non-Guarantor Subsidiary Indebtedness
and Issuance of Non-]{.underline} [Guarantor Preferred
Stock]{.underline}.

(a)The Borrower and the Guarantors will not permit any Subsidiary that
is not a Guarantor to create, incur, assume, guarantee or permit to
exist, with respect to (collectively, "[incur]{.underline}" any Non-
Guarantor Indebtedness (including Acquired Debt).

(b)The foregoing restriction shall not apply to the following items:

(i)Indebtedness existing on the Effective Date that either is set forth
on Schedule

6.01 or has a committed or principal amount of not greater than
\$25,000,000 individually and

\$50,000,000 in the aggregate;

(ii)any Indebtedness of a Person existing at the time such Person is
merged into or consolidated with or otherwise acquired by the Borrower
or any Subsidiary or at the time of a sale, lease or other disposition
of the properties and assets of such Person (or a division or line of
business thereof) as an entirety or substantially as an entirety to any
Subsidiary and is assumed by such Subsidiary; [provided

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]{.underline}
that such Indebtedness was not incurred in contemplation thereof;

(iii)any Indebtedness of a Person existing at the time such Person
becomes a Subsidiary; [provided]{.underline} that such Indebtedness was
not incurred in contemplation thereof;

(iv)Indebtedness incurred by any Subsidiary in respect of letters of
credit, bank guarantees and similar instruments issued in the ordinary
course of business, including without limitation (A) in respect of
workers'compensation claims, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance
or other Indebtedness with respect to reimbursement type obligations
regarding workers'compensation claims, (B) in the nature of security
deposit (or similar deposit or security) given to a lessor under an
operating lease of real property under which such Person is a lessee,
(C) in respect of other operating purposes, including customer or vendor
obligations or (D) in respect of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and
obligations of a like nature and other obligations that do not
constitute Indebtedness; [provided]{.underline},[however]{.underline},
that upon the drawing of such letters of credit, bank guarantees,
similar instruments or the incurrence of such Indebtedness, such
obligations are reimbursed within 60 days following such drawing or
incurrence;

(v)Indebtedness arising from agreements of a Subsidiary providing for
indemnification, adjustment of purchase price, earn-outs or similar
obligations, in each case, in connection with any joint ventures or
minority investments or incurred or assumed in connection with the
disposition or acquisition of a portion or all of any business line or
division, assets or a Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business,
assets or a Subsidiary for the purpose of financing such acquisition;

  ------ -- --

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i.Indebtedness of a Subsidiary owed to and held by the Borrower, or any
other Subsidiary; [provided]{.underline}, [however]{.underline}, that
any subsequent issuance or transfer of any Equity Interests or any other
event that results in any such Subsidiary ceasing to be a Subsidiary or
any subsequent transfer of any such Indebtedness (except to the

airbnb.txt

Borrower
or a Subsidiary or any pledge of such Indebtedness constituting a Lien
permitted pursuant to Section 6.02 hereof) shall be deemed, in each
case, to constitute the incurrence of such Indebtedness not permitted by
this clause (vi);

ii.endorsements for collection, deposit or negotiation and warranties of
products or services, in each case incurred in the ordinary course of
business;

iii.Hedging Obligations and/or Cash Management Obligations of any
Subsidiary (excluding Hedging Obligations entered into for speculative
purposes);

iv.obligations in respect of customs, stay, bid, appeal, performance and
surety bonds, appeal bonds and other similar types of bonds and
performance and completion guarantees and other obligations of a like
nature provided by any Subsidiary or obligations in respect of letters
of credit related thereto, in each case in the ordinary course of
business or consistent with past practice;

v.(x) any guarantee by a Subsidiary or any co-issuance by a Subsidiary
that is a finance corporation formed for the sole purpose of acting as a
co-issuer of debt securities and which does not have any material
assets, in each case, of Indebtedness or other obligationsof any
Subsidiary so long as the incurrence of such Indebtedness or other
obligations incurred by such Subsidiary or for which such Subsidiary is
acting as a co-issuer, as applicable, is not prohibited under the terms
of this Agreement and (y) any guarantee by a Subsidiary or any
co-issuance by a Subsidiary that is a finance corporation formed for the
sole purpose of acting as a co-issuer of debt securities and which does
not have any material assets, in each case, of Indebtedness or other
obligations of the Borrower so long as the incurrence of such
Indebtedness or other obligations is not prohibited under the terms of
this Agreement;

vi.any extension, renewal, replacement, refinancing or refunding of any
Indebtedness referred to in clauses (i), (ii) and (iii);
[provided]{.underline} that the principal amount of the Indebtedness
incurred to so extend, renew, replace, refinance or refund shall not
exceed (w) the principal amount of Indebtedness being extended, renewed,
replaced, refinanced or refunded plus (x) any premium or fee (including
tender premiums) or other amount paid, and fees and expenses incurred,
in connection with such extension, renewal, replacement, refinancing or

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refunding, plus (y) an amount equal to any existing unutilized
commitment relating to such extended, renewed, replaced, refinanced or
refunded Indebtedness, solely to the extent such unutilized commitment
is permitted to be drawn immediately prior to the incurrence of such
extended, renewed, replaced, refinanced or refunded Indebtedness, and
(z) other amounts permitted to be incurred in accordance with any other
clause in this Section 6.01(b) (solely to the extent increases pursuant
to this clause (z) reduce capacity, on a dollar-for-dollar basis,
available to be incurred pursuant to such other clause);

vii.Cash Management Obligations and Indebtedness in respect of netting
services, overdraft facilities, employee credit card programs, Cash
Pooling Arrangements or similar arrangements in connection with cash
management and deposit accounts;

viii.Indebtedness representing deferred compensation to employees of the
Borrower or any Subsidiary incurred in the ordinary course of business;

  ------ -- --

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i.Indebtedness arising from the honoring by a bank or financial
institution of a check, draft or similar instrument drawn against
insufficientfunds in the ordinary course of business;
[provided]{.underline} that such Indebtedness is extinguished within 30
days of its incurrence;

ii.Indebtedness owing to any insurance company in connection with the
financing of insurance premiums permitted by such insurance company in
the ordinary course of business;

iii.\[reserved\];

iv.\[reserved\];

v.Indebtedness issued to future, current or former officers, directors,
employees and consultants of such Subsidiary or any direct or indirect
parent thereof, their respective estates, heirs, family members, spouses
or former spouses, in each case to finance the purchase or redemption of
Equity Interests of the Borrower, a Subsidiary or any of their
respective direct or indirect parent companies;

vi.Indebtedness of any Foreign Subsidiary or of any foreign Persons that
are acquired by the Borrower or any Subsidiary or merged into a
Subsidiary that is a Foreign Subsidiary in accordance with the terms of
this Agreement; [provided]{.underline} that the aggregate amount
outstanding of any such Indebtedness shall not at any time exceed
\$200,000,000;

vii.Indebtedness (i) incurred to finance or refinance the acquisition,
construction or impro

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vement of any fixed or capital assets, including
Capital Lease Obligations, [provided]{.underline} that such Indebtedness
is incurred prior to or within 270 days after such acquisition or the
completion of such construction or improvement and the principal amount
of such Indebtedness does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets, or (ii) assumed in connection
with the acquisition of any fixed or capital assets, and, in each case,
any renewals, replacements, extensions or refinancings thereof;
[provided]{.underline} that the principal amount of such Indebtedness is
not increased at the time of such renewal, replacement, extension or
refinancing thereof except by (x) an amount equal to any premium or
other amount paid, and fees and expenses incurred, in connection with
such renewal, extension, replacement or refinancing, plus (y) an amount
equal to any existing unutilized commitment relating to such extended,
renewed, replaced or refinanced Indebtedness, solely to the extent such
unutilized commitment is permitted to be drawn immediately prior to the
incurrence of extended, renewed, replaced or refinanced Indebtedness,
plus (z) other amounts permitted to be incurred in accordance with any
other clause in this Section 6.01(b) (solely to the extent increases
pursuant to this clause (z) reduce capacity, on a dollar-for-dollar
basis, available to be incurred pursuant to such other clause);
[provided]{.underline}, [further]{.underline}, that the aggregate
principal amount of Indebtedness incurred pursuant to this clause (xx)
does not exceed \$500,000,000; and

viii.other Non-Guarantor Indebtedness; [provided]{.underline} that at
the time of and after giving pro forma effect to the incurrence of any
such Non-Guarantor, the sum, without duplication, of (i) the aggregate
principal amount of Non-Guarantor Indebtedness incurred pursuant to this
clause (xxi), (ii) the aggregate principal amount of the outstanding
Indebtedness secured by Liens permitted by Section 6.02(k) and (iii) the
Attributable Debt in respect of all outstanding Sale/Leaseback
Transactions permitted by Section 6.03, does not exceed the greater of

\$1,750,000,000 and 10% of Total Assets.

For purposes of determining compliance with any dollar-denominated
restriction on the incurrence of Indebtedness, the Dollar Equivalent
principal amount of Indebtedness

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denominated in a

  ------ -- --

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foreign currency shall be calculated based on the relevant currency
exchange rate in effect on the date such Indebtedness was incurred, in
the case of term debt, or first committed, in the case of revolving
credit debt; [provided]{.underline} that if such Indebtedness is
incurred to refinance other Indebtedness denominated in a foreign
currency, and such refinancing would cause the applicable
dollar-denominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such
refinancing, such dollar-denominated restriction shall be deemed not to
have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness
being refinanced.

For purposes of determining compliance with this Section 6.01, if any
item of Indebtedness meets the criteria of more than one of the
categories of Indebtedness described in clauses (i) through (xxi) above,
the Borrower shall, in its sole discretion, classify such item of
Indebtedness (or any portion thereof) and may include the amount and
type of such Indebtednes

airbnb.txt

s in one or more of the above clauses, and the
Borrower may later reclassify such item of Indebtedness (or any portion
thereof) and include it in another of such clauses in which it could
have been included at the time it was incurred.

SECTION 6.02.    [Liens]{.underline}. The Borrower and the Guarantors
will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Lien on any asset now owned or hereafter acquired
by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

(a)Permitted Liens;

(b)any Lien on any asset of the Borrower or any Subsidiary existing on
the Effective Date and that either is set forth on [Schedule
6.02]{.underline} or encumbers property or assets with a fair market
value, and securing obligations having a committed or principal amount,
in each case, of not greater than \$25,000,000 individually or
\$50,000,000 in the aggregate; [provided]{.underline} that (i) such Lien
shall not apply to any other asset of the Borrower or any Subsidiary
(other than improvements, proceeds or accessions thereto and the
proceeds thereof) and (ii) such Lien shall secure only thos

airbnb.txt

e obligations
that it secures on the Effective Date and extensions, replacements,
renewals and refinancings thereof that do not increase the outstanding
principal amount thereof except by an amount equal to (x) any premium or
other amount paid, and fees and expenses incurred, in connection with
such extension, renewal or refinancing, plus (y) an amount equal to any
existing unutilized commitment relating to such extended, renewed,
replaced, refinanced or refunded Indebtedness, solely to the extent such
unutilized commitment is permitted to be drawn immediately prior to the
incurrence of such extended, renewed, replaced, refinanced or refunded
Indebtedness, and (z) other amounts permitted to be incurred in
accordance with any other clause in this Section 6.02 (solely to the
extent increases pursuant to this clause (b) reduce capacity, on a
dollar-for-dollar basis, available to be incurred pursuant to such other
clause); [provided]{.underline}, [further]{.underline}, that individual
financings otherwise permitted to be secured hereunder provided by any
Person (or its Affiliates) may be cross-collateralized to other such
financings provided by such Person (or its Affiliates);

(c)Liens on fixed or capital assets acquired, constructed or improved by
the Borrower or any Subsidiary securing Indebtedness, including Capital
Lease Obligations, or other obligations incurred to finance such
acquisition, construction or improvement and extensions, replacements,
renewals and refinancings thereof that do not increase the outstanding
principal amount thereof except by (x) an amount equal to any premium or
other amount paid, and fees and expenses incurred, in connection with
such extension, replacement, renewal or refinancing, plus

\(y\) an amount equal to any unutilized commitment relating to such
extended, renewed, replaced, or refinanced Indebtedness or obligations,
solely to the extent such unutilized commitment is

  ------ -- --

  -99-
  ------ -- --

permitted to be drawn immediately prior to the incurrence of such
extended, renewed, replaced, or refinanced Indebtedness or obligations
and (z) other amounts permitted to be incurred in accordance with any
other clause in this Section 6.02 (solely to the extent increases
pursuant to this clause (z) reduce capacity, on a dollar-for-dollar
basis, available to be incurred pursuant to such other clause);

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[provided]{.underline} that (i) such Liens and the Indebtedness secured
thereby are incurred prior to or within 270 days after such acquisition
or the completion of such construction or improvement, (ii) the
Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (iii) such
Liens shall not apply to any other assets of the Borrower or any
Subsidiary (other than improvements, proceeds or accessions thereto and
the proceeds thereof), [provided further]{.underline} that individual
financings of equipment or other fixed or capital assets otherwise
permitted to be secured hereunder provided by any Person (or its
Affiliates) may be cross-collateralized to other such financings
provided by such Person (or its Affiliates);

a.any Lien on any asset acquired by the Borrower or any Subsidiary after
the Effective Date existing at the time of the acquisition thereof or
existing on any asset of any Person that becomes a Subsidiary (or of any
Person not previously a Subsidiary that is merged, amalgamated or
consolidated with or into the Borrower or a Subsidiary in a transaction
permitted hereunder) after the Effective Date andprior to the time such
Person becomes a Subsidiary (or is so merged, amalgamated or
consolidated), [provided]{.underline} that (i) such Lien is not created
in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary (or such merger, amalgamation or
consolidation), as the case may be, (ii) such Lien shall not apply to
any other assets of the Borrower or any Subsidiary (other than
improvements, proceeds or accessions thereto and the proceeds thereof)
and (iii) such Lien shall secure only those obligations that it secures
on the date of such acquisition or the date such Person becomes a
Subsidiary (or is so merged, amalgamated or consolidated), as the case
may be, and extensions, replacements, renewals and refinancings thereof
that do not increase the outstanding principal amount thereof except by
(x) an amount equal to any premium or other amount paid, and fees and
expenses incurred, in connection with such extension, renewal or
refinancing plus (y) an amount equal to any existing unutilized
commitment relating to such extended, renewed or refinanced obligations,
solely to the extent such unutilized commitment is permitted to be drawn
immediately

airbnb.txt

prior to the incurrence of such extended, renewed or
refinanced obligations, and (z) other amounts permitted to be incurred
in accordance with any other clause in this Section 6.02 (solely to the
extent increases pursuant to this clause (z) reduce capacity, on a
dollar-for-dollar basis, available to be incurred pursuant to such other
clause); [provided further]{.underline} that individual financings
otherwise permitted to be secured hereunder provided by any Person (or
its Affiliates) may be cross- collateralized to other such financings
provided by such Person (or its Affiliates;

b.in connection with the sale or transfer of any Equity Interests or
other assets in a transaction permitted under Section 6.04, customary
rights and restrictions contained in agreements relating to such sale or
transfer pending the completion thereof;

c.in the case of (i) any Subsidiary that is not a wholly owned
Subsidiary or (ii) the Equity Interests in any Person that is not a
Subsidiary, any encumbrance or restriction, including any put and call
arrangements, related to Equity Interests in such Subsidiary or such
other Person set forth in the organizational documents of such
Subsidiary or such other Person or any related joint venture,
shareholders'or similar agreement;

d.Liens solely on any cash earnest money deposits, escrow arrangements
or similar arrangements made by the Borrower or any Subsidiary in
connection with any letter of intent or purchase agreement for an
Acquisition or other transaction permitted hereunder;

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  -100-
  ------- -- --

a.Liens deemed to exist in connection with Sale/Leaseback Transactions
set forth on [Schedule 6.03]{.underline} or permitted by Section
6.03(a);

b.(i) deposits made in the ordinary course of business to secure
obligations to insurance carriers providing casualty, liability or other
insurance to the Borrower and the Subsidiaries and (ii) Liens on
insurance policies and the proceeds thereof securing the financing of
the premiums with respect thereto;

c.Liens on the net cash proceeds of any Acquisition Indebtedness held in
escrow by a third party escrow agent prior to the release thereof from
escrow;

d.other Liens, [provided]{.underline} that at the time of and after
giving pro forma effect to the incurrence of any such Lien (or any
Indebtedness secured thereby and the application of the proceed

airbnb.txt

s
thereof), the sum, without duplication, of (i) the aggregate principal
amount of Non- Guarantor Indebtedness incurred pursuant to Section
6.01(b)(xxi), (ii) the aggregate principal amount of the outstanding
Indebtedness secured by Liens permitted by this clause (k) and (iii) the
Attributable Debt in respect of all outstanding Sale/Leaseback
Transactions permitted by Section 6.03, does not exceed the greater of
\$1,750,000,000 and 10% of Total Assets;

e.\[Reserved\];

f.Liens on inventory or equipment of the Borrower or any of its
Subsidiaries granted in the ordinary course of business to the Borrower'
or such Subsidiary' vendors, clients, customers, landlords or bailees;

g.\[Reserved\];

h.Liens on accounts receivable and related assets incurred in connection
with a Receivables Facility; [provided]{.underline} that such Liens do
not encumber any assets other than the accounts receivable and related
assets being financed, the property securing or otherwise relating to
such accounts receivable and related assets, and the proceeds thereof;

i.Liens securing Hedging Obligations so long as, in the case of Hedging
Obligations related to interest, the related Indebtedness is secured by
a Lien on the same property securing such Hedging Obligations;

j.Liens arising under repurchase agreements, reverse repurchase
agreements, securities lending and borrowing agreements and similar
transactions;

k.Liens arising from precautionary UCC financing statement or similar
filings;

l.Liens (i) in favor of the Borrower or a Subsidiary on assets of a
Subsidiary that is not a Guarantor securing permitted intercompany
Indebtedness and (ii) in favor of the Borrower or any Guarantor;

m.ground leases in respect of Real Estate Assets on which facilities
owned or leased by the Borrower or any of its Subsidiaries are located;

n.(i) zoning, building, entitlement and other land use regulations by
Governmental Authorities with which the normal operation of the business
complies, and (ii) any zoning or similar law or right reserved to or
vested in any Governmental Authority to control or regulate the

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  -101-
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use of any real property that does not materially interfere with the
ordinary conduct of the business of the Borrower and its Subsidiaries,
taken as a whole;

a.Liens arising by operation of law in the United States under Arti

airbnb.txt

cle 2
of the UCC in favor of a reclaiming seller of goods or buyer of goods;

b.Liens on amounts deposited as "ecurity deposits"(or their equivalent)
in the ordinary course of business in connection with actions or
transactions not prohibited by this Agreement; and

c.Liens on cash collateral securing any letters of credit in an
aggregate face amount at any time outstanding not to exceed
\$75,000,000.

For purposes of determining compliance with this Section 6.02, if any
Lien (or any portion thereof) meets the criteria of more than one of the
categories of Liens described in clauses (a) through (p) above and/or
one or more of the clauses contained in the definition of "ermitted
Liens" the Borrower shall, in its sole discretion, classify such Lien
(or such portion thereof) and may include such Lien (or such portion
thereof) in one or more of such clauses, and the Borrower may later
reclassify such Lien (or any portion thereof) and include it in another
of such clauses in which it could have been included at the time it was
incurred (but, except as set forth below with respect to clause (k), not
into any clause under which it could not have been included at the time
it was incurred)or, solely in the case of clause (k) above, at the time
of such reclassification.

SECTION 6.03.    [Sale/Leaseback Transactions]{.underline}. The Borrower
and the Guarantors will not, and will not permit any Subsidiary to,
enter into any Sale/Leaseback Transaction, except Sale/Leaseback
Transactions set forth on [Schedule 6.03]{.underline} and the following:

(a)any Sale/Leaseback Transaction entered into to finance the
acquisition or construction of any fixed or capital assets by the
Borrower or any Subsidiary, [provided]{.underline} that such
Sale/Leaseback Transaction is entered into prior to or within 270 days
after such acquisition or the completion of such construction and the
Attributable Debt in respect thereof does not exceed the cost of
acquiring or constructing such fixed or capital assets; and

(b)other Sale/Leaseback Transactions;

[provided]{.underline} that at the time of and after giving pro forma
effect to any such Sale/Leaseback Transaction, the sum, without
duplication, of (i) the Attributable Debt in respect of all outstanding
Sale/Leaseback Transactions permitted under this Section 6.03, (ii) the
aggregate principal amount of Non-Guarantor Indebtedness incurre

airbnb.txt

d
pursuant to Section 6.01(b)(xxi) and (iii) the aggregate principal
amount of the outstanding Indebtedness secured by Liens permitted by
Section 6.02(k), does not exceed the greater of \$1,750,000,000 and 10%
of Total Assets.

SECTION 6.04.    [Fundamental Changes]{.underline}.

(a)The Borrower and each Guarantor will not, and will not permit any
Subsidiary to, amalgamate with, merge into or consolidate with any other
Person, or permit any other Person to amalgamate with, merge into or
consolidate with it, or liquidate or dissolve, except that if at the
time thereof and immediately after giving effect thereto no Event of
Default shall have occurred and be continuing and, in the case of clause
(D) below, the Borrower shall be in compliance on a pro forma basis with
the covenant set forth in Section 6.06, (A) any Person may amalgamate,
merge or consolidate with the Borrower in a transaction in which the
Borrower is the surviving entity, (B) the Borrower may

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  -102-
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amalgamate, merge or consolidate with any Person in a transaction in
which such Person is the surviving entity, [provided]{.underline} that
(1) such Person is a corpor

airbnb.txt

ation or limited liability company organized
under the laws of the United States or any state thereof, (2) prior to
or substantially concurrently with the consummation of such
amalgamation, merger or consolidation, (x) such Person shall execute and
deliver to the Administrative Agent an assumption agreement (the
"[Assumption Agreement]{.underline}", in form and substance reasonably
satisfactory to the Administrative Agent, pursuant to which such Person
shall assume all of the obligations of the Borrower under this Agreement
and the other Loan Documents, and (y) such Person shall deliver to the
Administrative Agent such documents, certificates and opinions as the
Administrative Agent may reasonably request relating to such Person,
such amalgamation, merger or consolidation or the Assumption Agreement,
and (3) the Lenders shall have received, at least five Business Days
prior to the date of the consummation of such amalgamation, merger or
consolidation, (x) all documentation and other information regarding
such Person required by bank regulatory authorities under applicable
"now your customer"and anti-money laundering rules and regulations,
including, without limitation, the USA PATRIOT Act, that has been
reasonably requested by the Administrative Agent or any Lender and (y)
to the extent such Person qualifies as a "egal entity customer"under the
Beneficial Ownership Regulation, a Beneficial Ownership Certification in
relation to such Person, it being agreed that upon the execution and
delivery to the Administrative Agent of the Assumption Agreement and the
satisfaction of the other conditions set forth in this clause (B), such
Person shall become a party to this Agreement, shall succeed to and
assume all the rights and obligations of the Borrower under this
Agreement and the other Loan Documents (including all obligations in
respect of outstanding Loans) and shall thenceforth, for all purposes of
this Agreement and the other Loan Documents, be the "orrower" (C) any
Person (other than the Borrower) may amalgamate, merge or consolidate
with any Subsidiary in a transaction in which the surviving entity is a
Subsidiary, (D) any Subsidiary may amalgamate with, merge into or
consolidate with any Person (other than the Borrower) in a transaction
not prohibited under paragraph (b) of this Section in which, after
giving effect to such transaction, the surviving entity

airbnb.txt

is not a
Subsidiary, (E) any Person may reincorporate under the laws of the
United States, any state thereof or the District of Columbia and (F) any
Subsidiary may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of
the Borrower and its Subsidiaries taken as a whole and is not materially
disadvantageous to the Lenders.

a.The Borrower and the Guarantors will not, and will not permit its
Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly
or through any amalgamation, merger or consolidation and whether in one
transaction or in a series of transactions, assets (including Equity
Interests in Subsidiaries) representing all or substantially all of the
assets of the Borrower and its Subsidiaries (whether now owned or
hereafter acquired), taken as a whole.

SECTION 6.05.    [Restrictive Agreements]{.underline}. The Borrower and
the Guarantors will not, and will not permit any Subsidiary to enter
into, incur or permit to exist any agreement or other arrangement with
any Person (other than any such agreements or arrangements between or
among the Borrower and the Subsidiaries) that prohibits, restricts or
imposes any condition upon the ability of any Subsidiary to pay
dividends or other distributions with respect to its Equity Interests or
to make or repay loans or advances to the Borrower or any Subsidiary, in
each case, except to the extent the Borrower has reasonably determined
that such agreement or arrangement will not materially impair the
Borrower' ability to make payments under this Agreement when
due;provided that the foregoing shall not apply to (a) prohibitions,
restrictions or conditions imposed by law or by the Loan Documents, (b)
prohibitions, restrictions or conditions contained in, or existing by
reason of, any agreement or instrument set forth on Schedule 6.05 (but
shall apply to any amendment or modification expanding the scope of any
such prohibition, restriction or condition), (c) prohibitions,
restrictions and conditions imposed by its organizational documents or
any related joint venture, shareholders'or similar agreement;provided
that such prohibitions, restrictions and conditions apply only to such
Subsidiary and to any Equity Interests in such

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  -103-
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Subsidiary, (d) customary prohibitions, res

airbnb.txt

trictions and conditions
contained in agreements relating to the sale of a Subsidiary that are
applicable solely pending such sale;provided that such prohibitions,
restrictions and conditions apply only to the Subsidiary that is to be
sold, (e) prohibitions, restrictions and conditions imposed by
agreements relating to Indebtedness of any Subsidiary in existence at
the time such Subsidiary became a Subsidiary and not created in
contemplation thereof or in connection therewith (but shall apply to any
amendment or modification expanding the scope of any such restriction or
condition);provided that such prohibitions, restrictions and conditions
apply only to such Subsidiary, (f) prohibitions, restrictions and
conditions imposed by agreements relating to any Indebtedness of the
Borrower or any Subsidiary permitted hereunder to the extent, in the
good faith judgment of the Borrower, such prohibitions, restrictions and
conditions, at the time such Indebtedness is incurred, are on customary
market terms for Indebtedness of such type, (g) restrictions on cash or
other deposits (including escrowed funds) imposed under contracts
entered into in the ordinary course of business or restrictionsimposed
by the terms of a Lien permitted by Section 6.02 on the property subject
to such Lien, and (h) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Borrower
or any Subsidiary.

SECTION 6.06.    [Financial Covenants]{.underline}.

(a)The Borrower will not permit the Leverage Ratio on the last day of
any fiscal quarter of the Borrower to exceed 3:50 to 1.00; provided
that, in the event the Borrower consummates a Qualified Acquisition
after the Effective Date, the Borrower may elect (a "[Qualified
Acquisition Election]{.underline}" upon notice to the Administrative
Agent (which Qualified Election may be made (x) at any time on or prior
to the date that the next Compliance Certificate is delivered pursuant
to Section 5.01(c) following the consummation of such Qualified
Acquisition or (y) in such Compliance Certificate) that the Leverage
Ratio level set forth above be (and, subject to this proviso, the
Leverage Ratio level set forth above shall be) (1) 4:00 to 1.00 for the
next four consecutive fiscal quarters (including the fiscal quarter in
which the Qualified Acquisition was consummated) and (2) thereafter, the
Leverage

airbnb.txt

Ratio shall be 3:50 to 1.00; provided, further, that (A) the
Borrower may not make a Qualified Acquisition Election unless the
Borrower has maintained a Leverage Ratio of less than or equal to 3:50
to 1.00 for the two consecutive fiscal quarters immediately preceding
the consummation of the applicable Qualified Acquisition and (B) the
Borrower shall not be permitted to make a Qualified Acquisition Election
more than two times during the term of the Revolving Facility.

(b)The Borrower will not permit the Fixed Charge Coverage Ratio on the
last day of any fiscal quarter of the Borrower to be less than 3:00 to
1:00.

ARTICLE VII

[Events of Default]{.underline}

SECTION 7.01.    [Events of Default; Remedies]{.underline}. If any of
the following events ("[Events of]{.underline} [Default]{.underline}"
shall occur:

(a)default shall be made in the payment of any principal of any Loan or
any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or by acceleration
thereof or otherwise;

(b)default shall be made in the payment of any interest on any Loan or
LCDisbursement or any fee or any other amount (other than an amount
referred to in clause (a) of

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  -104-
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this Section) payable under this Agreement or any other Loan Document,
when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five Business Days;

(c)any representation, warranty or statement made or deemed made in any
Loan Document or any amendment or modification thereof or waiver
thereunder shall prove to have been, when made or deemed made, (i) if
not qualified by materiality, incorrect in any material respect, or (ii)
if qualified by materiality, incorrect and in either case, solely to the
extent such representation, warranty or statement is capable of being
corrected or cured, shall remain incorrect for 30 days after the earlier
of (x) the Borrower' knowledge of such default and (y) receipt by the
Borrower of written notice thereof from the Administrative Agent;

(d)the Borrower or any Guarantor shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02(a), 5.03
(with respect to the existence of the Borrower) or 5.09 or in Article

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VI;

(e)the Borrower or any Guarantor shall fail to observe or perform any
covenant, condition or agreement contained in any Loan Document (other
than those specified in clause (a),(b) or (d) of this Section), and such
failure shall continue unremedied for a period of 30 days after written
notice thereof from the Administrative Agent or any Lender to the
Borrower (with a copy to the Administrative Agent in the case of any
such notice from a Lender);

(f)any Borrower, any Guarantor or any Subsidiary shall fail to make any
payment (whether of principal, interest or otherwise) in respect of any
Material Indebtedness, when and as the same shall become due and payable
after giving effect to any applicable grace period and notices;

(g)any event or condition occurs that results in any Material
Indebtedness becoming due or being terminated or required to be prepaid,
repurchased, redeemed or defeased prior to its scheduled maturity, or
that enables or permits the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf, or, in the
case of any Hedging Agreement, the applicable counterparty, to cause
(after delivery of any notice if required and after giving effect to any
waiver, amendment, cure or grace period) such Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, or, in the case of a Hedging Agreement, to terminate
any related hedging transaction, in each case prior to its scheduled
maturity or termination; [provided]{.underline} that this clause (g)
shall not apply to (i) any secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of, or any casualty with
respect to, assets securing such Indebtedness, (ii) any prepayment,
repurchase, redemption or defeasance of any Acquisition Indebtedness if
the related Acquisition is not consummated, (iii) any Indebtedness that
becomes due as a result of a voluntary prepayment, repurchase,
redemption or defeasance thereof, or any refinancing thereof, permitted
under this Agreement, (iv) in the case of any Hedging Agreement,
termination events or equivalent events pursuant to the terms of such
Hedging Agreement not arising as a result of a default by the Borrower
or any Subsidiary thereunder, (v) any Indebtedness if (x) the sole
remedy of the holder thereof in the event of the non-payment of such
Indebte

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dness or the non-payment or non-performance of obligations
related thereto or (y) sole option is to elect, in each case, to convert
such Indebtedness into Equity Interests and cash in lieu of fractional
shares (other than Disqualified Stock or, in the case of a Subsidiary,
Disqualified Stock or Preferred Stock), (vi) in the case of Indebtedness
which the holder thereof may elect to convert into Equity Interests
(other than Disqualified Stock or, in the case of a Subsidiary,
Disqualified Stock or Preferred Stock), such Indebtedness from and after
the date, if any, on which such conversion has been effected and (vii)
any breach or default that is (I)

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remedied by the Borrower or the applicable Subsidiary or (II) waived
(including in the form of amendment) by the required holders of the
applicable item of Indebtedness, in either case, prior to any
termination of the Commitments or the acceleration of Loans pursuant to
this Section 7.01(g);

(h)an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization,
moratorium, winding-up or other relief in respect of theBorrower or any
Material Subsidiary or its debts, or of a substantial part of its
assets, under any United States (Federal or state) or foreign
bankruptcy, insolvency, receivership, winding-up or similar law now or
hereafter in effect or (ii) the appointment of a receiver, liquidator,
trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Material Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;

(i)the Borrower or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization, winding-up or other relief under any United States
(Federal or state) or foreign bankruptcy, insolvency, receivership,
winding-up or similar law now or hereafter in effect (other than, in the
case of any Subsidiary, a voluntary liquidation or dissolution permitted
by Section 6.04(a)(F), (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition
described in sub-clause (i) above,

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(iii) apply for or consent to the
appointment of a receiver, liquidator, trustee, custodian, sequestrator,
conservator, administrator or similar official for the Borrower or any
Material Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against
it in any such proceeding or (v) make a general assignment for the
benefit of creditors, or the Board of Directors (or similar governing
body) of the Borrower or any Material Subsidiary (or any committee
thereof) shall adopt any resolution or otherwise authorize any action to
approve any of the actions referred to above in this clause (i) or
clause (h) of this Section;

(j)the Borrower or any Material Subsidiary shall become unable, admit in
writing its inability or fail generally to pay its debts as they become
due;

(k)one or more final judgments for the payment of money in an aggregate
amount in excess of \$250,000,000 (to the extent not covered by
insurance as to which an insurance company has not denied coverage or by
an indemnification agreement, with another creditworthy (as reasonably
determined by the Borrower) indemnitor, as to which the indemnifying
partyhas not denied liability) shall be rendered against the Borrower,
any Material Subsidiary or any combination thereof and the same shall
remain undischarged for a period of 60 consecutive days during which
execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets
of the Borrower or any Material Subsidiary to enforce any such judgment;

(l)one or more ERISA Events shall have occurred that, individually or in
the aggregate, would reasonably be expected to result in a Material
Adverse Effect;

(m)a Change in Control shall occur; or

(n)any Guaranty or any material provision of any Loan Document, at any
time after its execution and delivery and for any reason other than as
permitted hereunder or thereunder or satisfaction in full of all the
Obligations (other than contingent obligations that survive the

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termination of this Agreement), ceases to be in full force and effect
other than in accordance with the terms hereof; or the Borrower or any
Guarantor contests in writing the validity or enforceability of any
Guaranty or any material provision of a

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ny Loan Document; or the Borrower
or any Guarantor denies in writing that it has any or further liability
or obligation under any Guaranty or any material provision of any Loan
Document, or in writing purports to revoke, terminate or rescind any
Guaranty for any reason other than as expressly permitted hereunder or
thereunder;

then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) of this Section), and at any
time thereafter during the continuance of such event, the Administrative
Agent, at the request of the Required Lenders, shall by notice to the
Borrower, take any or all of the following actions, at the same or
different times: (A) terminate the Revolving Commitments and thereupon
the Revolving Commitments shall terminate immediately, and (B) declare
the Loans then outstanding to be due and payable in whole (or in part
(but ratably as among the Loans and/or Commitments at the time
outstanding), in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together
with accrued interest thereonand all fees and other obligations of the
Borrower hereunder, shall become due and payable immediately, in each
case without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in the case of any
event with respect to the Borrower described in clause (h) or (i) of
this Section, the Revolving Commitments shall automatically terminate,
the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrower
hereunder, shall immediately and automatically become due and payable,
in each case without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

[The Administrative Agent]{.underline}

Each of the Lenders and Issuing Banks hereby irrevocably appoints the
entity named as the Administrative Agent in the heading of this
Agreement and its successors to serve in the applicable capacity under
the Loan Documents, and authorizes the Administrative Agent to take such
actions and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with
such act

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ions and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender or Issuing Bank as
any other Lender or Issuing Bank and may exercise the same as though it
were not the Administrative Agent, and such Person and its Affiliates
may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders
or Issuing Banks.

The Administrative Agent and the Arrangers, as applicable, shall not
have any duties or obligations except those expressly set forth in the
Loan Documents, and their duties hereunder shall be administrative in
nature. Without limiting the generality of the foregoing, the
Administrative Agent and the Arrangers or any of their respective
Related Parties, as applicable: (a) shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has
occurred and iscontinuing (and it is understood and agreed that the use
of the term "gent"herein or in any other Loan Documents (or any other
similar term) with reference to the Administrative Agent is not intended
to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law, and that such

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term is used as a matter of market custom and is intended to create or
reflect only an administrative relationship between contracting
parties), (b) shall not have any duty to take any discretionary action
or to exercise any discretionary power, except discretionary rights and
powers expressly contemplated by the Loan Documents that the
Administrative Agent are required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders,
Issuing Banks or Swingline Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith to be necessary, under
the circumstances as provided in the Loan Documents),
[provided]{.underline} that the Administrative Agent may seek
clarification or direction from the Required Lenders prior to th

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e
exercise of any such instructed action and may refrain from acting until
such clarification or direction has been; [provided,
further,]{.underline} that the Administrative Agent shall not be
required to take any action that, in its opinion, could expose the
Administrative Agent to liability or be contrary to any Loan Document or
applicable law, (c) shall not have any duty or responsibility to
disclose, and shall not be liable for the failure to disclose, to any
Lender, Issuing Bank, Swingline Lender or any credit or other
information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Borrower or any
of its Affiliates, that is communicated to, obtained or in the
possession of, the Administrative Agent, the Arrangers or any of their
Related Parties in any capacity, except for notices, reports and other
documents expressly required to be furnished to the Lenders, Issuing
Banks or Swingline Lenders by the Administrative Agent herein, (d) shall
not be liable for any action taken or not taken by it or its Related
Parties with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders, Issuing Banks or
Swingline Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith to be necessary, under the circumstances as
provided in the Loan Documents) or in the absence of its own gross
negligence or willful misconduct (such absence to be presumed unless
otherwise determined by a court of competent jurisdiction by a final and
nonappealable judgment), (e) shall be deemed not to have knowledge of
any Default unless and until written notice thereof (stating that it is
a "otice of default" is given to the Administrative Agent by the
Borrower or any Lender, Issuing Bank or Swingline Lenders, and shall not
be responsible for or have any duty to ascertain or inquire into

\(i\) any statement, warranty or representation made in or in connection
with any Loan Document, (ii) the contents of any certificate, report or
other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or
other terms or conditions set forth in any Loan Document or the
occurrence of any Default, (iv) the sufficiency, validity,
enforceability, effectiveness or genuineness of any Loan Document or

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any
other agreement, instrument or document (including, for the avoidance of
doubt, in connection with the Administrative Agent' or each Arranger'
reliance on any Electronic Signature transmitted by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual
executed signature page), or (v) the satisfaction of any condition set
forth in Article IV or elsewhere in any Loan Document, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent or satisfaction of any condition that expressly
refers to the matters described therein being acceptable or satisfactory
to the Administrative Agent.

The Administrative Agent shall be entitled to rely, and shall not incur
any liability for relying, upon any notice, request, certificate,
consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other
distribution) believed by it in good faith to be genuine and to have
been signed, sent or otherwise authenticated by the proper Person
(whether or not such Person in fact meets the requirements set forth in
the Loan Documents for being the signatory, sender or authenticator
thereof). The Administrative Agent also shall be entitled to rely, and
shall not incur any liability for relying, upon any statement made to it
orally or by telephone and believed by it in good faith to be made by
the proper Person (whether or not such Person in fact meets the
requirements set forth in the Loan Documents for being the signatory,
sender or authenticator thereof), and may act upon any such statement
prior to receipt of written confirmation thereof. In determining
compliance with any condition hereunder to the making of a Loan or
issuance of any Letter of Credit that by its terms must be fulfilled to
the satisfaction of a Lender or Issuing Bank, as applicable, the
Administrative Agent may presume that such condition is satisfactory to
such Lender or Issuing Bank, as

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applicable, unless the Administrative Agent shall have received notice
to the contrary from such Lender or Issuing Bank, as applicable, prior
to the making of such Loan or issuance of such Letter of Credit, as
applicable. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independe

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nt accountants and other
experts selected by it with reasonable care, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts. Notwithstanding anything herein to
the contrary, the Administrative Agent shall not have any liability
arising from, or be responsible for any loss, cost or expense suffered
on account of,

\(i\) any errors or omissions in the records maintained by the
Administrative Agent as contemplated by Section 9.04(b)(iv) or (ii) any
determination by the Administrative Agent that any Lender is a
Defaulting Lender, or the effective date of such status, it being
further understood and agreed that the Administrative Agent shall not
have any obligation to determine whether any Lender is a Defaulting
Lender.

The Administrative Agent may perform any of and all its duties and
exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the
Administrative Agent (other than a Disqualified Institution). The
Administrative Agent and any such

sub-agent may perform any of and all their duties and exercise their
rights and powers through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as
well as activities as the Administrative Agent. The Administrative Agent
shall not be responsible for the negligence or misconduct of any of its
sub-agents except to the extent that a court of competent jurisdiction
determines in a final and nonappealable judgment that the Administrative
Agent acted with gross negligence, bad faith or willful misconduct in
the selection of such sub-agents.

Subject to the terms of this paragraph, the Administrative Agent may
resign at any time from its capacity as such. In connection with such
resignation, the Administrative Agent shall give notice of its intent to
resign to the Lenders, Issuing Banks and the Borrower. Upon receipt of
any such notice of resignation, the Required Lenders shall have the
right, subject to the consent of the Borrower (not to be unreasonably
withheld, conditioned or delayed) so long as no Event of Def

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ault under
clause (a), (b), (h) or (i) of Section 7.01 shall have occurred and be
continuing, to appoint a successor (other than a Disqualified
Institution). If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its intent to
resign, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint, subject to the Borrower' prior written consent, a
successor Administrative Agent, which shall be a bank with an office in
New York, New York, or an Affiliate of any such bank. If the Person
serving as the Administrative Agent is a Defaulting Lender, the Required
Lenders or the Borrower may, to the extent permitted by applicable law,
by notice in writing to the Borrower and such Person remove such Person
as the Administrative Agent and, subject to the consent of the Borrower
(not to be unreasonably withheld, conditioned or delayed) so long as no
Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall
have occurred and be continuing, appoint a successor. Upon the
acceptance of its appointment as the Administrative Agent hereunder by asuccessor, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring or removed
Administrative Agent (except for any indemnity payments or other amounts
owed to it), and the retiring or removed Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other
Loan Documents. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed by the Borrower and such successor.
Notwithstanding the foregoing, in the event no successor Administrative
Agent shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its intent to resign, the retiring Administrative Agent may
give notice of the effectiveness of its resignation to the Lenders and
the Borrower, whereupon, on the date of effectiveness of such
resignation stated in such notice, (a) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder

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and under the other Loan Documents,

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and (b) the Required Lenders shall
succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, [provided]{.underline} that
(i) all payments required to be made hereunder or under any other Loan
Document to the retiring Administrative Agent for the account of any
Person other than the retiring Administrative Agent shall be made
directly to such Person and (ii) all notices and other communications
required or contemplated to be given or made to the retiring
Administrative Agent shall also directly be given or made to each
Lender.

Following the effectiveness of the Administrative Agent' resignation or
removal from its capacity as such, the provisions of this Article and
Section 9.03, as well as any exculpatory, reimbursement and
indemnification provisions set forth in any other Loan Document, shall
continue in effect for the benefit of such retiring or removed
Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of
them while it was acting as the Administrative Agent.

Each Lender and Issuing Bank expressly acknowledges that none of the
Administrative Agent nor any Arranger has made any representation or
warranty to it, and that no act by the Administrative Agent or any
Arranger hereafter taken, including any consent to, and acceptance of
any assignment or review of the affairs of the Borrower or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by
the Administrative Agent or the Arrangers to any Lender or Issuing Bank
as to any matter, including whether the Administrative Agent or the
Arrangers have disclosed material information in their (or their Related
Parties' possession. Each Lender and Issuing Bank represents to the
Administrative Agent and the Arrangers that it has, independently and
without reliance upon the Administrative Agent, the Arrangers, any other
Lender or Issuing Bank or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own
credit analysis of, appraisal of, and investigation into, the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and their Subsidiaries, and all
applicable bank or other regulatory laws relating to the transactions
contemplated her

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eby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder. Each Lender
and Issuing Bank also acknowledges that it will, independently and
without reliance upon the Administrative Agent, the Arrangers, any other
Lender or Issuing Bank or any of their Related Parties and based on such
documents and information as it shall from time to time deem
appropriate, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder, and to make such
investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition
and creditworthiness of the Borrower. Each Lender and each Issuing Bank
also acknowledges and agrees that none of the Administrative Agent or
any Arranger, acting in such capacities, have made any assurances as to
(i) whether the Revolving Facility meets such Lender' or Issuing Bank'
criteria or expectations with regard to environmental impact and
sustainability performance, (ii) whether any characteristics of the
Revolving Facility, including the characteristics of the relevant key
performance indicators to which the Borrower will link a potential
margin step-up or step-down, including their environmental and
sustainability criteria, meet any industry standards for
sustainability-linked credit facilities and each Lender and Issuing Bank
has performed its own independent investigation and analysis of the
Revolving Facility and whether the Revolving Facility meets its own
criteria or expectations with regard to environmental impact and/or
sustainability performance.

In case of the pendency of any proceeding with respect to the Borrower
under any United States (Federal or state) or foreign bankruptcy,
insolvency, receivership, winding-up or similar law now or hereafter in
effect, the Administrative Agent (irrespective of whether the principal
of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and
empowered (but not obligated) by intervention in such proceeding or
otherwise:

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-- -- --

a.to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid by the Borrower and to file such
other documents as may be necessary or advisable in order to have the
claims of the Lenders and the Administrative Agent (including any claim
under Sections 2.12, 2.13, 2.14, 9.03, 9.17, 9.20 and 9.21) allowed in
such judicial proceeding; and

b.to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in
the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative
Agent any amount due to it, in its capacity as the Administrative Agent,
under the Loan Documents (including under Section 9.03).

Each Issuing Bank shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith,
and each Issuing Bank shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this [Article VIII]{.underline}
with respect to any acts taken or omissions suffered by such Issuing
Bank in connection with Letters of Credit issued by it or proposed to be
issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term "gent"as
used in this [Article VIII]{.underline} included such Issuing Bank with
respect to such acts or omissions and (ii) as additionally provided
herein with respect to such Issuing Bank.

Each Lender (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being
a Lender party hereto, for the benefit of, the Administrative Agent, the
Arrangers and their respective Affiliates, and not, for the avoidance of
doubt, to or for the benefit of the Borrower, that at least one of the
following is and will be true: (i) such Lender is not using "lan
assets"(within the meaning of 29 CFR §2510.3-101, as modified by Section
3(42) of

airbnb.txt

ERISA) of one or more Benefit Plans in connection with the
Loans or the Revolving Commitments, (ii) the transaction exemption set
forth in one or more PTEs, such as PTE 84-14 (a class exemption for
certain transactions determined by independent qualified professional
asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class
exemption for certain transactions involving insurance company pooled
separate accounts), PTE 91-38 (a class exemption for certain
transactions involving bank collective investment funds) or PTE 96-23 (a
class exemption for certain transactions determined by in-house asset
managers), is applicable, and the conditions of such exemption have been
satisfied, with respect to such Lender' entrance into, participation in,
administration of and performance of the Loans, the Revolving
Commitments and this Agreement, (iii) (A) such Lender is an investment
fund managed by a "ualified Professional Asset Manager"(within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset
Manager made the investment decision on behalf of such Lender to enter
into, participate in, administerand perform the Loans, the Revolving
Commitments and this Agreement, (C) the entrance into, participation in,
administration of and performance of the Loans, the Revolving
Commitments and this Agreement satisfies the requirements of
sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Lender, the requirements of subsection (a) of Part I
of PTE 84-14 are satisfied with respect to such Lender' entrance into,
participation in, administration of and performance of the Loans, the
Revolving Commitments and this Agreement or (iv) such other
representation, warranty and covenant as may be agreed in writing
between the Administrative Agent, in its sole discretion, and such
Lender.

In addition, unless clause (i) of the immediately preceding paragraph is
true with respect to a Lender or such Lender has provided another
representation, warranty and covenant as provided in clause

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\(iv\) of the immediately preceding paragraph, such Lender further (a)
represents and warrants, as of the date such Person became a Lender
party hereto, to and (b) covenants, from the date such Person became a
Lender pa

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rty hereto to the date such Person ceases being a Lender party
hereto, for the benefit of the Administrative Agent, the Arrangers and
their Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower, that: none of the Administrative Agent, the
Arrangers or any of their Affiliates is a fiduciary with respect to the
assets of such Lender (including in connection with the reservation or
exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto).

The Administrative Agent and the Arrangers hereby inform the Lenders and
the Issuing Banks that each such Person is not undertaking to provide
impartial investment advice, or to give advice in a fiduciary capacity,
in connection with the transactions contemplated hereby, and that such
Person has a financial interest in the Transactions in that such Person
or an Affiliate thereof (a) may receive interest or other payments with
respect to the Loans, the Letters of Credit, the Revolving Commitments
and this Agreement, (b) may recognize a gain if it extended the Loans,
the Letters of Credit or the Revolving Commitments for an amount less
than the amount being paid for an interest in the Loans, the Letters of
Credit or the Revolving Commitments by such Lender or (c) may receive
fees or other payments in connection with the Transactions, the Loan
Documents or otherwise, including structuring fees, commitment fees,
arrangement fees, facility fees, upfront fees, underwriting fees,
ticking fees, agency fees, administrative agent fees, utilization fees,
minimum usage fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker'
acceptance fees, breakage or other early termination fees or fees
similar to the foregoing.

To the extent required by any applicable law, the Administrative Agent
may withhold from any payment to any Lender an amount equivalent to any
applicable withholding Tax. If the U.S. Internal Revenue Service or any
other Governmental Authority asserts a claim that the Administrative
Agent did not properly withhold Tax from amounts paid to or for the
account of any Lender for any reason, including because the appropriate
documentation was not delivered or was not properly executed or because
such Lender failed to notify the Administrative Agent of a chan

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ge in
circumstance which rendered the exemption from, or reduction of,
withholding Tax ineffective, or if the Administrative Agent reasonably
determines that a payment was made to a Lender pursuant to this
Agreement without deduction of applicable withholding Tax from such
payment, such Lender shall indemnify the Administrative Agent fully,
within 10 days after written demand therefor, for all amounts paid,
directly or indirectly, by the Administrative Agent as Tax or otherwise,
together with all expenses (including legal expenses, allocated internal
costs and out-of-pocket expenses) incurred, whether or not such Tax was
correctly or legally imposed or asserted. A certificate as to the amount
of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply
any amounts at any time owing to such Lender under this Agreement or any
other Loan Document or from any other sources against any amounts due
the Administrative Agent under this paragraph. The agreements in this
paragraph shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement
of, a Lender, the consummation of the transactions contemplated hereby,
the repayment of the Loans and the expiration or termination of the
Revolving Commitments, the expiration of any Letter of Credit or the
termination of this Agreement or any provision hereof. For the avoidance
of doubt, for purposes of this paragraph, the term "ender"shall include
any Issuing Bank and any Swingline Lender.

Notwithstanding anything herein to the contrary, the Arrangers shall not
have any duties or obligations under this Agreement or any other Loan
Document (except in their capacities, as applicable, as an
Administrative Agent or a Lender), but all such Persons shall have the
benefit of the indemnities and exculpatory provisions provided for
hereunder or thereunder.

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The Lenders and the Issuing Banks irrevocably authorize and direct the
release of any Guarantor from its obligations under its Guaranty
automatically as set forth in Section 5.10(c) and authorize and direct
the Administrative Agent to, at the Borrower' expense, execute and
deliver to the applicable Guarantor any documents

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or instruments as such
Guarantor may reasonably request to evidence the release of such
Guaranty.

Each Lender and each Issuing Bank represents and warrants that (i) the
Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and
in providing other facilities set forth herein as may be applicable to
such Lender or Issuing Bank, in each case in the ordinary course of
business, and not for the purpose of purchasing, acquiring or holding
any other type of financial instrument (and each Lender and each Issuing
Bank agrees not to assert a claim in contravention of the foregoing),
(iii) it has, independently and without reliance upon the Administrative
Agent, the Arrangers, any Syndication Agent, any Documentation Agent or
any other Lender or Issuing Bank, or any of the Related Parties of any
of the foregoing, and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter
into this Agreement as a Lender, and to make, acquire or hold Loans
hereunder and (iv) it is sophisticated with respect to decisions to
make, acquire and/or hold commercial loansand to provide other
facilities set forth herein, as may be applicable to such Lender or such
Issuing Bank, and either it, or the Person exercising discretion in
making its decision to make, acquire and/or hold such commercial loans
or to provide such other facilities, is experienced in making, acquiring
or holding such commercial loans or providing such other facilities.
Each Lender and each Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent, the
Arrangers, any Syndication Agent, any Documentation Agent or any other
Lender or Issuing Bank, or any of the Related Parties of any of the
foregoing, and based on such documents and information (which may
contain material, non- public information within the meaning of the
United States securities laws concerning the Borrower and its
Affiliates) as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder.

Each Lender, by delivering its signature page to this Agreement on the
Effective Date, or

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delivering its signature page to an Assignment and
Assumption or any other Loan Document pursuant to which it shall become
a Lender hereunder, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Loan Document and each other document
required to be delivered to, or be approved by or satisfactory to, the
Administrative Agent or the Lenders on the Effective Date.

Each party' obligations under this [Article VIII]{.underline} shall
survive the resignation or replacement of the Administrative Agent or
any transfer of rights or obligations by, or the replacement of, a
Lender or an Issuing Bank, the termination of the Commitments or the
repayment, satisfaction or discharge of all Obligations under any Loan
Document.

ARTICLE IX

[Miscellaneous]{.underline}

SECTION 9.01.    [Notices]{.underline}.

(a)Except in the case of notices and other communications expressly
permitted to be given by telephone and subject to paragraph (b) of this
Section, all notices and other communications provided

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for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or
sent by fax, as follows:

(i)if to the Borrower, the Administrative Agent or Swingline Lender to
the address (or fax number) or electronic mail address specified for
such Person on [Schedule 9.01]{.underline}; and

(ii)if to any Lender or Issuing Bank, to it at its address (or fax
number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when
received; notices sent by fax shall be deemed to have been given when
sent (but if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the
next business day for the recipient); and notices delivered through
electronic communications to the extent provided in paragraph (b) of
this Section shall be effective as provided in such paragraph.

a.Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications (including email and
Internet and intranet websites) pursuant to procedures approved by the
Administrative Agent; [provided]{.underline} that the foregoing shall
not apply

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to notices under Article II to any Lender if such Lender has
notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. Any notices or
other communications to the Administrative Agent or the Borrower may be
delivered or furnished by electronic communications pursuant to
procedures approved in advance by the recipient thereof;
[provided]{.underline} that approval of such procedures may be limited
or rescinded by such Person by written notice to each other such Person.
Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e- mail address shall be deemed received
upon the sender' receipt of an acknowledgment from the intended
recipient (such as by the "eturn receipt requested"function, as
available, return e-mail or other written acknowledgment);
[provided]{.underline} that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of
business on the next business day for the recipient; and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that
such notice or communication is available and identifying the website
address therefor.

b.Any party hereto may change its address, fax number or email address
for notices and other communications hereunder by notice to the other
parties hereto.

c.The Administrative Agent may, but shall not be obligated to, make any
Communication by posting such Communication on Debt Domain, IntraLinks,
SyndTrak or a similar electronic transmission system (the
"[Platform]{.underline}". The Platform is provided "s is"and "s
available."None of the Administrative Agent nor any of its Related
Parties warrants, or shall be deemed to warrant, the adequacy of the
Platform, and the Administrative Agent expressly disclaims liability for
errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of
third-party rights or freedom from viruses or other code defects, is
made, or shall be deemed to be made, by the Adm

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inistrative Agent or any
of its Related Parties in connection with the Communications or the
Platform. In no event shall the Administrative Agent, any of its Related
Parties, the Borrower, any Lender or Issuing Bank have any liability to
any other Person party hereto or any other Person for damages of any
kind, including direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise),
arising out of the Borrower' or the Administrative Agent' transmission
of Communications through the Platform.

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SECTION 9.02.    [Waivers; Amendments]{.underline}.

(a)No failure or delay by the Administrative Agent, any Lender or any
Issuing Bank in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of
any Loan Document or consent to any departure by the Borrower therefrom
shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which given.

(b)Subject to Section 2.11(b), (c) and (d) and Section 9.02(c) below and
except for those actions expressly permitted to be taken by the
Administrative Agent, none of this Agreement, any other Loan Document or
any provision hereof or thereof may be waived, amended or modified
except, in the case of this Agreement, pursuant to an agreement or
agreements in writing entered into by the Borrower, the Administrative
Agent and the Required Lenders and, in the case of any other Loan
Document, pursuant to an agreement or agreements in writing entered into
by the Administrative Agent and the Borrower, in each case with the
consent of the Required Lenders; [provided]{.underline} that no such
agreement shall

\(i\) increase the Revo

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lving Commitment of any Lender without the
written consent of such Lender (but not the Required Lenders) (it being
understood that the waiver of any condition precedent, the waiver of any
obligation of the Borrower to pay interest at the default rate or the
waiver of any Default, Event of Default, mandatory prepayment of the
Loans or mandatory reduction of any Revolving Commitments shall not
constitute such an extension or increase), (ii) reduce the principal
amount of any Loan or any date for reimbursement of an LC Disbursement,
or reduce the rate of interest thereon or reduce any fees payable
hereunder, without the written consent of each Lender directly and
adversely affected thereby (but not the Required Lenders) (it being
understood that the waiver of any condition precedent, the waiver of any
obligation of the Borrower to pay interest at the default rate or the
waiver of any Default, Event of Default, mandatory prepayment of the
Loans or mandatory reduction of any Revolving Commitments shall not
constitute such an extension or increase), (iii) postpone the scheduled
maturity date of any Loan, or any date for the payment of any interest
or fees payable hereunder, or reduce theamount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any
Revolving Commitment, without the written consent of each Lender
directly and adversely affected thereby (but not the Required Lenders)
(subject to an extension of the Maturity Date in accordance with Section
2.18) (it being understood that the waiver of any condition precedent,
the waiver of any obligation of the Borrower to pay interest at the
default rate or the waiver of any Default, Event of Default, mandatory
prepayment of the Loans or mandatory reduction of any Revolving
Commitments shall not constitute such an extension or increase), (iv)
change Section 2.08, 2.15(b), 2.15(c) or 2.17(e) in a manner that would
alter the pro rata sharing of payments required thereby without the
written consent of each Lender directly and adversely affected thereby
(but not the Required Lenders), (v) change any of the provisions of this
paragraph or reduce the percentage set forth in (x) the definition of
the term "equired Lenders"or (y) any other provision of any Loan
Document specifying the number or percentage of Lenders required to
waive, amend or modify any rights thereunder or make any deter

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mination
or grant any consent thereunder, without the written consent of each
Lender directly and adversely affected thereby (but not the Required
Lenders), [provided]{.underline} that, with the consent of the Required
Lenders, the provisions of this paragraph and the definition of the term
"equired Lenders"may be amended to include references to any new class
of loans created under this Agreement (or to lenders extending such
loans), (vi) release all or substantially all of the Guarantors from
their obligations under the Loan Documents without the written consent
of each Lender directly and adversely affected thereby (but not the
Required Lenders) (except as otherwise provided for in Section 5.10(c)
or otherwise in the Loan Documents), (vii) subordinate the Obligations
to

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any other Indebtedness or obligation without the written consent of each
Lender or (viii) change the definition of "lternative Currency"or "greed
Currency"without the written consent of each Lender and Issuing Bank
directly and adversely affected thereby; [provided further]{.underline}
that no such agreement shall amend, modify, extend or otherwise affect
the rights or obligations of the Administrative Agent, any Issuing Bank
or the Swingline Lender in an adverse manner in any material respect
without the written consent of the Administrative Agent, such Issuing
Bank or the Swing Line Lender, as the case may be.

(c)Notwithstanding anything to the contrary in paragraph (b) of this
Section:

(i)(A) any provision of this Agreement or any other Loan Document may be
amended by an agreement in writing entered into by the Borrower and the
Administrative Agent to cure any ambiguity, mistake, omission, defect or
inconsistency so long as, in each case, the Lenders shall have received
at least five Business Days'prior written notice thereof and the
Administrative Agent shall not have received, within five Business Days
of the date of such notice to the Lenders, a written notice from the
Required Lenders stating that the Required Lenders object to such
amendment and (B) the Administrative Agent and the Borrower shall be
permitted to enter into any new agreement or instrument, to be
consistent with this Agreement and the other Loan Documents or as
required by local law to give effect to any guaranty, so that the
guaranty complies with appli

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cable Law, and in each case, such
amendments, documents and agreements shall become effective without any
further action or consent of any other party to any Loan Document;

(ii)no consent with respect to any amendment, waiver or other
modification of this Agreement or any other Loan Document shall be
required of any Defaulting Lender, except with respect to any amendment,
waiver or other modification referred to in clause (i), (ii), (iii) or
(iv) of the first proviso of paragraph (b) of this Section and then only
in the event such Defaulting Lender shall be directly and adversely
affected by such amendment, waiver or other modification;

(iii)if, in connection with any proposed amendment, waiver or consent
requiring the consent of "ach Lender" "ach Lender affected thereby" or
such similar phrase, the consent of the Required Lenders is obtained,
but the consent of other necessary Lenders is not obtained (any such
Lender whose consent is necessary but not obtained being referred to
herein as a "[Non-]{.underline} [Consenting Lender]{.underline}", then
the Borrower may elect to replace a Non-Consenting Lender as a Lender
party to this Agreement; [provided]{.underline} that, concurrently with
such replacement, the Borrower shall pay (or, in the case of clause (1)
below, cause to be paid from the assignee) to such Non- Consenting
Lender in same day funds on the day of such replacement (1) an amount
equal to the outstanding principal amount of such Non-Consenting Lender'
Loans and participations in LC Disbursements, (2) an amount equal to all
interest, fees and other amounts then accrued but unpaid to such
Non-Consenting Lender by the Borrower hereunder to and including the
date of termination and (3) an amount, if any, equal to the payment
which would have been due to such Lender on the day of such replacement
under Section 2.13 (if any) had the Loans of such Non- Consenting Lender
been prepaid on such date rather than sold to the replacement Lender.
Each party hereto agrees that (a) an assignment required pursuant to
this Section 9.02(c)(iii) may be effected pursuant to an Assignment and
Assumption executed by the Borrower, the Administrative Agent and the
assignee and (b) the Lender required to make such assignment need not be
a party thereto in order for such assignment to be effective and shall
be deemed to have consented to an be bound by the terms thereof;

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provided that, following the effectiveness of any such assignment, the
other parties to such assignment agree to execute and deliver such
documents necessary to evidence such assignment as reasonably requested
by the applicable Lender, provided, further that any such documents
shall be without recourse to or warranty by the parties thereto;

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i.this Agreement and the other Loan Documents may be amended in the
manner provided in Sections 2.11, 2.18 and 2.21; and

ii.an amendment to this Agreement contemplated by the last sentence of
the definition of the term "pplicable Rate"may be made pursuant to an
agreement or agreements in writing entered into by the Borrower, the
Administrative Agent and the Required Lenders.

(d)The Administrative Agent may, but shall have no obligation to, with
the concurrence of any Lender, execute amendments, waivers or other
modifications on behalf of such Lender. Any amendment, waiver or other
modification effected in accordance with this Section shall be binding
upon each Person that is at the time thereof a Lender and each Person
that subsequently becomes a Lender.

(e)Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders,
the Administrative Agent and the Borrower (i) to add one or more
additional credit facilities to this Agreement, to permit the extensions
of credit from time to time outstanding hereunder and the accrued
interest and fees in respect thereof to share ratably in the benefits of
this Agreement and the other Loan Documents with the Loans and the
accrued interest and fees in respect thereof and to include
appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and (ii) to change, modify or
alter Section 2.15 or any other provision hereof relating to pro rata
sharing of payments among the Lenders to the extent necessary to
effectuate any of the amendments (or amendments and restatements)
enumerated in clause (e)(i) above.

SECTION 9.03.    [Expenses; Indemnity; Damage Waiver]{.underline}.

(a)The Borrower shall pay (i) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, the
Arrangers and their Affiliates (but limited to, in the case of legal
fees, the reasonable and documented fees, charges a

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nd disbursements of a
single external U.S. counsel, and, if reasonably necessary, a single
local counsel in each relevant material jurisdiction (which may be a
single local counsel acting in multiple jurisdictions), in each case,
for the Administrative Agent, the Arrangers and their Affiliates taken
as a whole, in connection with the structuring, arrangement and
syndication of the credit facilities provided for herein, including the
preparation, execution and delivery of this Agreement, the other Loan
Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), and (ii) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, the
Arrangers, the Lenders and the Issuing Banks (but limited to, in the
case of legal fees, to the fees, charges and disbursements of one
external counsel in connection with the enforcement or protection of its
rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made hereunder, including
during the continuance of an Event of Default all such reasonable
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans (but limited to a single U.S.
counsel, and, if reasonably necessary, a single local counsel in each
other relevant material jurisdiction (which may be a single local
counsel acting in multiple jurisdictions), in each case, for the
Administrative Agent, the Arrangers, the Issuing Banks and the Lenders,
taken as a whole and, in the case of an actual or perceived conflict of
interest, where the party affected by such conflict informs the Borrower
of such conflict and thereafter retains its own counsel, of another
external firm of U.S. counsel, if reasonably necessary, and, if
reasonably necessary, one local counsel in each other relevant material
jurisdiction (which may include a single local counsel acting in
multiple jurisdictions) for all such affected Persons taken as a whole).

(b)The Borrower shall indemnify the Administrative Agent (and any
sub-agent thereof), the Arrangers, the Syndication Agents, the
Documentation Agents, the Swingline Lender, each Lender, each Issuing
Bank and each Related Party of any of the foregoing (each such Person
being called an

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-- --

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"[Indemnitee]{.underline}" against, and hold each Indemnitee harmless
from, any and all Liabilities and related reasonable and documented
out-of-pocket expenses, including the fees, charges and disbursements of
any counsel for any Indemnitee (but limited to a single U.S. counsel, if
reasonably necessary, a single local counsel in each relevant material
jurisdiction (which may be a single local counsel acting in multiple
jurisdictions), in each case, for the Indemnitees, taken as a whole and,
in the case of an actual or perceived conflict of interest, where the
Indemnitee affected by such conflict informs the Borrower of such
conflict and thereafter retains its own counsel, of another firm of U.S.
counsel, if reasonably necessary, and, if reasonably necessary, one
local counsel in each other relevant material jurisdiction (which may
include a single local counsel acting in multiple jurisdictions) for
each group of similarly affected Indemnitees (taken as a whole)),
incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the structuring, arrangement and
syndication of the credit facilities provided for herein, the
preparation, execution, delivery and administration of this Agreement,
the other Loan Documents, the performance by the parties to this
Agreement or the other Loan Documents of their obligations thereunder or
the consummation of the Transactions, (ii) any Loan or the use of the
proceeds therefrom or proposed use of proceeds, (iii) any actual or
alleged presence or Release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Borrower or any
Subsidiary (or Person that was formerly a Subsidiary) of any of them, or
any other Environmental Liability related in any way to the Borrower or
any Subsidiary (or Person that was formerly a Subsidiary) of any of
them, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and whether initiated against or by
any party to this Agreement or any other Loan Document, any Affiliate of
any of the foregoing or any third party (and regardless of whether any
Indemnitee is a party thereto); [provided]{.underline} that such
indemnity shall not, as to any Indemnitee, be availab

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le to the extent
that such losses, claims, damages, penalties, liabilities or related
expenses (A) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from (1) the gross
negligence, bad faith or willful misconduct of such Indemnitee or any of
its Related Indemnitee Parties or (2) a material breach of the
obligations of such Indemnitee or any of its Related Indemnitee Parties
under this Agreement or any other Loan Document or (B) arise from any
dispute among the Indemnitees or any of their Related Indemnitee
Parties, other than any claim, litigation, investigation or proceeding
against the Administrative Agent, the Arrangers, Syndication Agents or
Documentation Agents or any other titled person in its capacity or in
fulfilling its role as such and other than any claim, litigation,
investigation or proceeding arising out of any act or omission on the
part of the Borrower or any of its Affiliates. Each Indemnitee shall be
obligated to refund and return promptly any and all amounts actually
paid by the Borrower to such Indemnitee under this paragraph for any
Liabilities or expenses to the extent such Indemnitee is subsequently
determined, by a court of competent jurisdiction by final and
nonappealable judgment, to not be entitled to payment of such amounts in
accordance with the terms of this paragraph. This paragraph shall not
apply with respect to Taxes other than any Taxes that represent losses,
claims, damages, etc. arising from any non-Tax claim.

(c)To the extent that the Borrower fails to pay any amount required
under paragraph (a) or

\(b\) of this Section to the Administrative Agent (or any sub-agent
thereof) or any Related Party of any of the foregoing (and without
limiting its obligation to do so), each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent) or such Related
Party, as the case may be, such Lender' pro rata share (determined as of
the time that the applicable unreimbursed expense or indemnity payment
is sought) of such unpaid amount; [provided]{.underline} that the
unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or such sub-agent) in its capacity as such, or
against any Related Party of any of the foregoing acting for the
Administrative Ag

airbnb.txt

ent (or any such sub-agent). For purposes of this
Section, a Lender' "ro rata share"shall be determined based upon its
share of the sum of the aggregate amount of the Loans and unused
Revolving Commitments at the time outstanding or in effect (or most
recently outstanding or in effect, if none of the foregoing shall be
outstanding or in effect at such time).

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(d)To the fullest extent permitted by applicable law, the parties hereto
shall not assert, or permit any of their respective Affiliates or
Related Parties to assert, and the parties hereto hereby waives, any
claim against the other parties hereto and each Related Party of any of
the foregoing (each such Person being called a "[Related
Person]{.underline}" (i) for any damages arising from the use by others
of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the
Internet) other than for direct, actual damages resulting from the gross
negligence, bad faith, material breach or willful misconduct of such
Related Person as determined by a final, non- appealable judgment of a
court of competent jurisdiction, or (ii) on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a
result of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the Transactions, any Loan or
the use of the proceeds thereof.

(e)To the fullest extent permitted by applicable law, the Administrative
Agent, the Arrangers and the Lenders shall not assert, or permit any of
their respective Affiliates or Related Parties to assert, and each of
them hereby waives, any claim against the Borrower, on any theory of
liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with,
or as a result of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the
Transactions, any Loan or the use of the proceeds thereof;
[provided]{.underline}, that nothing in this paragraph (e) shall limit
the Borrower' indemnity and reimbursement obligations set forth in this
Section or separately agreed; provided that, nothing in this Section
9.0

airbnb.txt

3(e) shall relieve the Borrower of any obligation it may have to
indemnify an Indemnitee against any special, indirect, consequential or
punitive damages asserted against such Indemnitee by a third party.

(f)In addition, the indemnity set forth herein shall not, as to any
Indemnitee, be available with respect to any settlements effected
without the Borrower' prior written consent (which consent shall not be
unreasonably withheld or delayed), but if settled with the Borrower'
consent, the Borrower agrees to indemnify and hold harmless each
Indemnitee in the manner set forth above (for the avoidance of doubt, it
being understood that if there is a final judgment in any such
proceeding, the indemnity set forth above shall apply (subject to the
exceptions thereto set forth above)). Each Indemnitee shall take all
reasonable steps to mitigate any losses, claims, damages, liabilities
and expenses in connection with the matters covered in this Section
9.03.

(g)All amounts due under this Section shall be payable promptly after
written demand therefor.

SECTION 9.04.    [Successors and Assigns]{.underline}.

(a)The provisions of this Agreement shall be binding upon and inure to
the benefitof the parties hereto and their respective successors and
assigns permitted hereby, except that (i) other than as expressly
provided in Section 6.04(a)(B), the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent, each Issuing Bank and each
Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no Lender or Issuing Bank
may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, sub-agents of the Administrative Agent, Participants
(to the extent provided in paragraph (c) of this Section), the Arrangers
and, to the extent expressly contemplated hereby, the Related Parties of
the foregoing) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

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(b)(i) Subject to the conditions set forth in paragraph (b)(ii

airbnb.txt

) below,
any Lender may assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including all or a
portion of its Revolving Commitments and the Loans at the time owing to
it) with the prior written consent (such consent not to be unreasonably
withheld, delayed or conditioned) of:

(A)the Borrower; [provided]{.underline} that no consent of the Borrower
shall be required (x) for an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund or (y) if an Event of Default under clause
(a), (b), (h) or (i) of Section 7.01 shall have occurred and be
continuing; [provided further]{.underline}, in each case, that the
Borrower shall be deemed to have consented to any assignment unless it
shall object thereto by written notice to the Administrative Agent
within 10 Business Days after having received notice thereof;

(B)the Administrative Agent; [provided]{.underline} that no consent of
the Administrative Agent shall be required for an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund; and

(C)each Issuing Bank and the Swingline Lender.

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender' Revolving Commitment or Loans, the
amount of the Revolving Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than \$5,000,000 unless
each of the Borrower and the Administrative Agent otherwise consents;
[provided]{.underline} that (1) no such consent of the Borrower shall be
required if an Event of Default under clause (a), (b), (h) or (i) of
Section 7.01 shall have occurred and be continuing and

\(2\) the Borrower shall be deemed to have consented to any assignment
unless it shall object thereto by written notice to the Administrative
Agent within 10 Business Days after having received notice thereof;

(B)each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender' rights and obligations
under this Agreement;

(C)the parties to each assignment shall execute and deliver to the
Administrative Agent

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an Assignment and Assumption (or an agreement
incorporating by reference a form of Assignment and Assumption posted on
the Platform), together with a processing and recordation fee of
\$3,500, [provided]{.underline} that only one such processing and
recordation fee shall be payable in the event of simultaneous
assignments from any Lender or its Approved Funds to one or more other
Approved Funds of such Lender; and

(D)the assignee, if it shall not already be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all
syndicate-level information (which may contain MNPI) will be made
available and who may receive such information in accordance with the
assignee' compliance procedures and applicable law, including United
States (Federal or State) and foreign securities laws.

(iii)Subject to acceptance and recording thereof pursuant to paragraph
(b)(v) of this Section, from and after the effective date specified in
each Assignment and Assumption (or an agreement

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incorporating by reference a form of Assignment and Assumption posted on
the Platform) the assignee thereunder shall be a party hereto and, to
the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender' rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but
shall continue to be entitled to the benefits of Sections 2.12, 2.13,
2.14 and 9.03); [provided]{.underline}, that except to the extent
otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Lender will constitute a waiver or release of any claim of
any party hereunder arising from such Lender having been a Defaulting
Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section
9.04

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(c).

(iv)The Administrative Agent, acting solely for this purpose as a
non-fiduciary agent of the Borrower, shall maintain at one of its
offices a copy of each Assignment and Assumption with respect to the
Revolving Facility delivered to it and records of the names and
addresses of the Lenders, and the Revolving Commitments of, and
principal amount (and related interest) of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the
"[Register]{.underline}". The entries in the Register shall be
conclusive absent manifest error, and the Borrower, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding any notice to the contrary.
The Register shall be available for inspection by the Borrower, the
Administrative Agent and, as to entries pertaining to it, any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

(v)Upon receipt by the Administrative Agent of an Assignment and
Assumption (or an agreement incorporating by reference a form of
Assignment and Assumption posted on the Platform) executed by an
assigning Lender and an assignee, the assignee' completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder)
and the processing and recordation fee referred to in this Section, the
Administrative Agent shall accept such Assignment and Assumption and
record the information contained therein in the Register;
[provided]{.underline} that the Administrative Agent shall not be
required to accept such Assignment and Assumption or so record the
information contained therein if the Administrative Agent reasonably
believes that such Assignment and Assumption lacks any written consent
required by this Section or is otherwise not in proper form, it being
acknowledged that the Administrative Agent shall have no duty or
obligation (and shall incur no liability) with respect to obtaining (or
confirming the receipt) of any such written consent or with respect to
the form of (or any defect in) such Assignment and Assumption, any such
duty and obligation being solely with the assigning Lender and the
assignee. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in
this paragra

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ph, and following such recording, unless otherwise
determined by the Administrative Agent (such determination to be made in
the sole discretion of the Administrative Agent, which determination may
be conditioned on the consent of the assigning Lender and the assignee),
shall be effective notwithstanding any defect in the Assignment and
Assumption relating thereto. Each assigning Lender and the assignee, by
its execution and delivery of an Assignment and Assumption, shall be
deemed to have represented to the Administrative Agent that all written
consents required by this Section with respect thereto (other than the
consent of the Administrative Agent) have been obtained and that such
Assignment and Assumption is otherwise duly completed and in proper
form, and each assignee, by its execution and delivery of an Assignment
and Assumption, shall be deemed to have represented to the assigning
Lender and the Administrative Agent that such assignee is an Eligible
Assignee.

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(c)(i) Any Lender may, without the consent of the Borrower, the
Swingline Lender, any Issuing Bank or the Administrative Agent, sell
participations to one ormore Eligible Assignees
("[Participants]{.underline}" in all or a portion of such Lender' rights
and/or obligations under this Agreement (including all or a portion of
its Revolving Commitments and Loans); [provided]{.underline} that (A)
such Lender' obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Swingline Lender, any Issuing Bank and the
other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender' rights and/or obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement or any other
Loan Document; [provided]{.underline} that such agreement or instrument
may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in
the first proviso to Section 9.02(b) that affec

airbnb.txt

ts such Participant or
requires the approval of all the Lenders. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and
2.14 (subject to the requirements and limitations therein, including the
requirements under Section 2.14(f) (it being understood that the
documentation required under Section 2.14(f) shall be delivered solely
to the participating Lender)) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of
this Section; [provided]{.underline} that such Participant (x) agrees to
be subject to the provisions of Sections 2.15 and 2.16 as if it were an
assignee under paragraph (b) of this Section and (y) shall not be
entitled to receive any greater payment under Section 2.12 or 2.14 with
respect to any participation than its participating Lender would have
been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after
the Participant acquired the applicable participation. Each Lender that
sells a participation agrees, at the Borrower' request and expense, to
use reasonable efforts to cooperate with the Borrower to effectuate the
provisions of Section 2.16(b) with respect to any Participant. To the
extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender;
[provided]{.underline} that such Participant shall be subject to Section
2.15(c) as though it were a Lender.

(ii)    ach Lender that sells a participation shall, acting solely for
this purpose as a non- fiduciary agent of the Borrower, maintain records
of the name and address of each Participant and the principal amounts
(and related interest) of each Participant' interest in the Loans or
other obligations under this Agreement or any other Loan Document (the
"[Participant Register]{.underline}"; [provided]{.underline} that no
Lender shall have any obligation to disclose all or any portion of the
Participant Register (including the identity of any Participant or any
information relating to a Participant' interest in any Revolving
Commitments, Loans or other rights and/or obligations under this
Agreement or any other Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that any such Revolving
Commitment, Loan or other

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obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in
the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes
of this Agreement, notwithstanding any notice to the contrary. For the
avoidance of doubt, the Administrative Agent (in its capacity as the
Administrative Agent) shall not have any responsibility for maintaining
a Participant Register.

(d)Any Lender may at any time pledge or grant a security interest in all
or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or grant to secure obligations to a
Federal Reserve Bank or other central bank, and this Section shall not
apply to any such pledge or grant of a security interest;
[provided]{.underline} that no such pledge or grant of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party
hereto.

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(e)Disqualified Institutions.

(i)Notwithstanding anything to the contrary herein, no assignment or
participation shall be made to any Person that was a Disqualified
Institution as of the date (the "[Trade Date]{.underline}" on which the
assigning Lender entered into a binding agreement to sell and assign or
grant a participation in all or a portion of its rights and obligations
under this Agreement to such Person (unless the Borrower has consented
to such assignment or participation in writing in its sole and absolute
discretion, in which case such Person will not be considered a
Disqualified Institution for the purpose of such assignment or
participation). For the avoidance of doubt, with respect to any assignee
or participant that becomes a Disqualified Institution after the
applicable Trade Date (including as a result of the delivery of a
written supplement to the list of "isqualified Institutions"referred to
in the definition of "[Disqualified]{.underline}
[Institution]{.underline}", (x) such assignee or participant shall not
retroactively be disqualified from becoming a Lender or participant and
(y) the execution by the Borrower of an Assignment and Acceptance with
respect to such assign

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ee will not by itself result in such assignee no
longer being considered a Disqualified Institution. Any assignment or
participation in violation of this clause (e)(i) shall not be void, but
the other provisions of this clause (e) shall apply.

(ii)If any assignment or participation is made to any Disqualified
Institution without the Borrower' prior written consent in violation of
[clause (i)]{.underline} above, or if any Person becomes a Disqualified
Institution after the applicable Trade Date, the Borrower may, at its
sole expense and effort, upon notice to the applicable Disqualified
Institution and the Administrative Agent, require such Disqualified
Institution to assign, without recourse (in accordance with and subject
to the restrictions contained in this [Section 9.04]{.underline}), all
of its interest, rights and obligations under this Agreement to one or
more Persons (other than a Disqualified Institution) at the lesser of
(x) the principal amount thereof and (y) the amount that such
Disqualified Institution paid to acquire such interests, rights and
obligations in each case plus accrued interest, accrued fees and all
other amounts (other than principal amounts) payable toit hereunder.

(iii)Notwithstanding anything to the contrary contained in this
Agreement, Disqualified Institutions (A) will not have the right to (x)
receive information, reports or other materials provided to Lenders by
the Borrower, the Administrative Agent or any other Lender, (y) attend
or participate in meetings attended by the Lenders (or any of them) and
the Administrative Agent, or (z) access any electronic site established
for the Lenders or confidential communications from counsel to or
financial advisors of the Administrative Agent or the Lenders, (B) for
purposes of any consent to any amendment, waiver or modification of, or
any action under, and for the purpose of any direction to the
Administrative Agent or any Lender to undertake any action (or refrain
from taking any action) under this Agreement or any other Loan Document,
each Disqualified Institution will be deemed to have consented in the
same proportion as the Lenders that are not Disqualified Institutions
consented to such matter, and (C) for purposes of voting on any plan of
reorganization or plan of liquidation pursuant to the Bankruptcy Code or
any Debtor Relief Laws (a "[Bankruptcy Plan]{.underline}", eac

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h
Disqualified Institution party hereto hereby agrees (1) not to vote on
such Bankruptcy Plan, (2) if such Disqualified Institution does vote on
such Bankruptcy Plan notwithstanding the restriction in the foregoing
clause (1), such vote will be deemed not to be in good faith and shall
be "esignated"pursuant to Section 1126(e) of the Bankruptcy Code (or any
similar provision in any other Debtor Relief Laws), and such vote shall
not be counted in determining whether the applicable class has accepted
or rejected such Bankruptcy Plan in accordance with Section 1126(c) of
the Bankruptcy Code (or any similar provision in any other Debtor Relief
Laws) and (3) not to contest any request by any party for a
determination by the Bankruptcy Court (or other applicable court of
competent jurisdiction) effectuating the foregoing clause (2).

(iv)The Administrative Agent shall have the right, and the Borrower
hereby expressly authorize the Administrative Agent to (A) post the list
of Disqualified Institutions provided by the

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Borrower and any updates thereto from time to time (collectively, the
"[DQ List]{.underline}" on an Approved Electronic Platform, including
that portion of such Approved Electronic Platform that is designated for
"ublic side"Lenders and/or (B) provide the DQ List to each Lender or
potential Lender requesting the same.

(v)The Administrative Agent shall not be responsible or have any
liability for, or have any duty to ascertain, inquire into, monitor or
enforce, compliance with the provisions hereof relating to Disqualified
Institutions. Without limiting the generality of the foregoing, the
Administrative Agent shall not (x) be obligated to ascertain, monitor or
inquire as to whether any other Lender or participant or prospective
Lender or participant is a Disqualified Institution or (y) have any
liability with respect to or arising out of any assignment or
participation of Loans, or disclosure of confidential information, by
any other Person to any Disqualified Institution.

SECTION 9.05.    [Survival]{.underline}. All covenants, agreements,
representations and warranties made by the Borrower and the Guarantors
in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have bee

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n relied upon by the other
parties hereto or thereto and shall survive the execution and delivery
of the Loan Documents and the making of any Loans and the issuance of
Letters of Credit by each Issuing Bank, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that
any of the Administrative Agent, the Arrangers, the Syndication Agents,
the Documentation Agents, the Lenders, the Swingline Lender, the Issuing
Banks or any Related Party of any of the foregoing may have had notice
or knowledge of any Default or incorrect representation or warranty at
the time any Loan Document was executed and delivered or any credit was
extended hereunder, and shall continue in full force and effect as long
as the principal of or any interest accrued on any Loan or any fee or
any other amount payable under this Agreement is outstanding and unpaid
(other than contingent obligations for indemnification, expense
reimbursement or yield protection as to which no claim has been made)
and so long as any of the Revolving Commitments have not expired or
terminated. The provisions of Sections 2.12, 2.13, 2.14, 2.15(d),
2.15(e), 9.03, 9.04, 9.17, 9.20, 9.21 and Article VIII shall survive and
remain in full force and effect regardless of the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or
the replacement of, a Lender, the consummation of the transactions
contemplated hereby, the repayment of the Loans and the expiration or
termination of the Revolving Commitments, the expiration of any Letter
of Credit or the termination of this Agreement or any provision hereof.

SECTION 9.06.    [Counterparts; Integration; Effectiveness; Electronic
Execution]{.underline}.

(a)This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement and the other Loan
Documents constitute the entire contract among the parties relating to
the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent
and the Administrative Agent shall have

airbnb.txt

received counterparts hereof
that, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

(b)Delivery of an executed counterpart of a signature page of (x) this
Agreement, (y) any other Loan Document and/or (z) any document,
amendment, approval, consent, information, notice (including, for the
avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to
this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an "[Ancillary
Document]{.underline}" that is an Electronic

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Signature transmitted by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page
shall be effective as delivery of a manually executed counterpart of
this Agreement, such other Loan Document or such Ancillary Document, as
applicable. The words "xecution" "igned" "ignature" "elivery" and words
of like import in or relating tothis Agreement, any other Loan Document
and/or any Ancillary Document shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in any electronic form
(including deliveries by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page),
each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case
may be; *provided* that nothing herein shall require the Administrative
Agent to accept Electronic Signatures in any form or format without its
prior written consent and pursuant to procedures approved by it;
*provided*, *further*, without limiting the foregoing, (i) to the extent
the Administrative Agent has agreed to accept any Electronic Signature,
the Administrative Agent and each of the Lenders shall be entitled to
rely on such Electronic Signature purportedly given by or on behalf of
the Borrower or any other Loan Party without further verification
thereof and without any obligation to review the appearance or form of
any such Electronic signature and (ii) upon the

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request of the
Administrative Agent or any Lender, any Electronic Signature shall be
promptly followed by a manually executed counterpart. Without limiting
the generality of the foregoing, each Borrower and each Loan Party
hereby (A) agrees that, for all purposes, including without limitation,
in connection with any workout, restructuring, enforcement of remedies,
bankruptcy proceedings or litigation among the Administrative Agent, the
Lenders, the Borrower and the Loan Parties, Electronic Signatures
transmitted by telecopy, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page and/or any
electronic images of this Agreement, any other Loan Document and/or any
Ancillary Document shall have the same legal effect, validity and
enforceability as any paper original, (B) the Administrative Agent and
each of the Lenders may, at its option, create one or more copies of
this Agreement, any other Loan Document and/or any Ancillary Document in
the form of an imaged electronic record in any format, which shall be
deemed created in the ordinary course of such Person' business, and
destroy the original paper document (and all such electronic records
shall be considered an original for all purposes and shall have the same
legal effect, validity and enforceability as a paper record), (C) waives
any argument, defense or right to contest the legal effect, validity or
enforceability of this Agreement, any other Loan Document and/or any
Ancillary Document based solely on the lack of paper original copies of
this Agreement, such other Loan Document and/or such Ancillary Document,
respectively, including with respect to any signature pages thereto and
(D) waives any claim against any Lender-Related Person for any
Liabilities arising solely from the Administrative Agent' and/or any
Lender' reliance on or use of Electronic Signatures and/or transmissions
by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page, including any Liabilities
arising as a result of the failure of the Borrower and/or any Loan Party
to use any available security measures in connection with the execution,
delivery or transmission of any Electronic Signature, except to the
extent that such claim or Liabilities are determined by a court of
competent jurisdiction by final and nonappealable judgment

airbnb.txt

to have
resulted from the gross negligence, bad faith or willful misconduct of
the Administrative Agent and/or such Lender.

SECTION 9.07.    [Severability]{.underline}. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 9.08.    [Right of Setoff]{.underline}. If an Event of Default
shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by applicable law, to set off and apply any
and all deposits (general or

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special, time or demand, provisional or final, in whatever currency) or
other amounts at any time held and other obligations (in whatever
currency) at any time owing by such Lender or by such Affiliate to or
for thecredit or the account of the Borrower against any of and all the
obligations then due of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations of the Borrower are owed to a branch, office or Affiliate of
such Lender different from the branch, office or Affiliate holding such
deposit or obligated on such indebtedness; [provided]{.underline} that,
in the event that any Defaulting Lender shall exercise any such right of
setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the
provisions of Section 2.17 and, pending such payment, shall be
segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent and the
Lenders and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised
such right of setoff. The rights of each Lender and each Affiliate of
any Lender unde

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r this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender or
Affiliate may have. Each Lender agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application;
[provided]{.underline} that the failure to give notice shall not affect
the validity of such setoff and application.

SECTION 9.09.    [Governing Law; Jurisdiction; Consent to Service of
Process]{.underline}.

(a)This Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.

(b)Each party hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the jurisdiction of the United States
District Court of the Southern District of New York sitting in New York
County (or if such court lacks subject matter jurisdiction, the Supreme
Court of the State of New York sitting in New York County), and any
appellate court from any thereof, in any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document,
or for recognition or enforcement of any judgment, and the Borrower
hereby irrevocably and unconditionally agrees that all claims arising
out of or relating to this Agreement or any other Loan Document brought
by it or any of its Affiliates shall be brought, and shall be heard and
determined, exclusively in such United States District Court or, if that
court does not have subject matter jurisdiction, such Supreme Court.
Each party hereto agrees that a final judgment in any such suit, action
or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any suit,
action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or any of its properties in the courts of
any jurisdiction.

(c)Each party to this Agreement hereby irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection that it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section.
Each of the parties hereto hereby irrevocably waives, t

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o the fullest
extent permitted by law, the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in
this Agreement or any other Loan Document will affect the right of any
party to this Agreement to serve process in any other manner permitted
by law.

(e)\[reserved\].

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  ------- -- --

(f)In the event the Borrower or any of their respective assets has or
hereafter acquires, in any jurisdiction in which judicial proceedings
may at any time be commenced with respect to this Agreement or any other
Loan Document, any immunity from jurisdiction, legal proceedings,
attachment (whether before or after judgment), execution, judgment or
setoff, the Borrower hereby irrevocably agrees not to claim and hereby
irrevocably and unconditionally waives such immunity.

SECTION 9.10.    [WAIVER OF JURY TRIAL]{.underline}. EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROC

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EEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND

\(B\) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11.    [Headings]{.underline}. Article and Section headings
and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

SECTION 9.12.    [Confidentiality]{.underline}. Each of the
Administrative Agent, the Arrangers, the Issuing Banks, the Swingline
Lender and the Lenders agrees to maintain the confidentiality of, and
not disclose, the Information (as defined below), except that
Information may be disclose

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d (a) to its Related Parties, including
accountants, legal counsel and other agents and advisors, it being
understood that the Persons to whom such disclosure is made either are
informed of the confidential nature of such Information and instructed
to keep such Information confidential or are subject to customary
confidentiality obligations of employment or professional practice,
[provided]{.underline} that the disclosing Person shall be responsible
for such Person' compliance with keeping the Information confidential in
accordance with this Section, (b) to the extent required or requested by
any Governmental Authority purporting to have jurisdiction over such
Person or its Related Parties (including any self-regulatory authority)
(in which case such Person agrees to inform the Borrower promptly
thereof prior to such disclosure to the extent practicable and not
prohibited by applicable law (except with respect to any audit or
examination conducted by bank accountants or any Governmental Authority
exercising examination or regulatory authority)), (c) to the extent
required by applicable law or by any subpoena or similar legal process
(in which case such Person agrees to inform the Borrower promptly
thereof prior to such disclosure to the extent practicable and not
prohibited by applicable law), (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies under this Agreement
or any other Loan Document or any suit, action or proceeding relating to
this Agreement or any other Loan Document, the enforcement of rights
hereunder or thereunder or any Transactions, (f) subject to an agreement
containing confidentiality undertakings substantially similar to those
of this Section (which shall be deemed to include those required to be
made in order to obtain access to information posted on IntraLinks,
SyndTrak or any other Platform), to (i) any assignee of or Participant
in (or its Related Parties), or any prospective assignee of or
Participant in (or its Related Parties), any of its rights or
obligations under this Agreement,

\(ii\) any actual or prospective counterparty (or its Related Parties)
to any swap or derivative transaction relating to the Borrower or any
Subsidiary and their respective obligations or (iii) any actual or
prospective credit insurance brokers or providers for any credit
insurance products relating to the Borrow

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er' obligations under this
Agreement or the other Loan Documents, (g) on a confidential basis to

\(i\) any rating agency in connection with rating the Borrower or its
Subsidiaries or the credit facilities

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provided for herein or (ii) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers
with respect to the credit facilities provided for herein, (h) with the
prior written consent of the Borrower, (i) to market data collectors,
similar service providers to the lending industry and service providers
to the Administrative Agent and the Lenders in connection with the
administration and management of this Agreement or any other Loan
Documents; [provided]{.underline} that such information is limited to
the information about this Agreement and the other Loan Documents, (j)
to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or other obligations owed to the
Borrower and their Subsidiaries, (ii) becomes available to the
Administrative Agent, any Lender or any Affiliate of any of the
foregoing on a nonconfidential basis from a source other than the
Borrower or any Subsidiary that is not known by the Administrative
Agent, Lender or Affiliate to be prohibited from disclosing such
Information to such Person by a legal, contractual, or fiduciary
obligation owed to the Borrower or any of its Subsidiaries or (iii) is
independently developed by the Administrative Agent, any Lender or any
Affiliate of the foregoing, or

\(k\) to any credit insurance provider relating to the Borrower and its
Obligations. For purposes of this Section,
"[Information]{.underline}"means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or
its businesses, other than any such information that is available to the
Administrative Agent, any Lender or any Affiliate of any of the
foregoing on a nonconfidential basis prior to disclosure by the Borrower
or any Subsidiary. It is agreed that, notwithstanding the restrictions
of any prior confidentiality agreement binding on the Administrative
Agent or the Arrangers, such Persons may disclose Information as
provided in this Section.

SECTION 9.13.    [Interest Rate Limitation]{.underline}. Notwithstanding
anything herein to the co

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ntrary, if at any time the interest rate
applicable to any Loan, together with all fees, charges and other
amounts that are treated as interest on such Loan under applicable law
(collectively the "[Charges]{.underline}", shall exceed the maximum
lawful rate (the "[Maximum Rate]{.underline}" that may be contracted
for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable law, the rate of interest payable in
respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect
of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to such
Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

SECTION 9.14.    [USA PATRIOT Act Notice]{.underline}. Each Lender and
the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrower and the Guarantors that pursuant to the
requirements of the USA PATRIOT Act and the Beneficial Ownership
Regulation it is required to obtain, verify and record information that
identifies the Borrower and the Guarantors, which information includes
the name and address of the Borrower and the Guarantors and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower and the Guarantors in accordance
with the USA PATRIOT Act and the Beneficial Ownership Regulation.

SECTION 9.15.    [No Fiduciary Relationship]{.underline}. The Borrower,
on behalf of itself and the Subsidiaries, agrees that in connection with
all aspects of the transactions contemplated hereby and any
communications in connection therewith, the Borrower, the Subsidiaries
and their Affiliates, on the one hand, and the Administrative Agent, the
Lenders and their Affiliates, on the other hand, will have a business
relationship that does not create, by implication or otherwise, any
fiduciary duty on the part of the Administrative Agent, the Lenders or
their Affiliates, and no such duty will be deemed to have arisen i

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n
connection with any such transactions or communications. The
Administrative Agent, the Arrangers, the Lenders and their Affiliates
may be engaged, for their own accounts or the accounts of customers, in
a broad range of transactions that involve interests that differ from
those of the Borrower and its Affiliates,

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and none of the Administrative Agent, the Arrangers, the Lenders or
their Affiliates has any obligation to disclose any of such interests to
the Borrower or any of its Affiliates. To the fullest extent permitted
by law, the Borrower hereby waives and releases any claims that it or
any of its Affiliates may have against the Administrative Agent, the
Arrangers, the Lenders or their Affiliates with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect
of any transaction contemplated hereby.

SECTION 9.16.    [Non-Public Information]{.underline}.

(a)Each Lender acknowledges that all information, including requests for
waivers and amendments, furnished by the Borrower or the Administrative
Agent pursuant to or in connection with, or in the course of
administering, this Agreement will be syndicate-level information, which
may contain MNPI. Each Lender represents to the Borrower and the
Administrative Agent that (i) it has developed compliance procedures
regarding the use of MNPI and that it will handle MNPI in accordance
with such procedures and applicable law, including Federal, state and
foreign securities laws, and (ii) it has identified in its
Administrative Questionnaire a credit contact who may receive
information that may contain MNPI in accordance with its compliance
procedures and applicable law, including United States (Federal or
state) and foreign securities laws.

(b)The Borrower and each Lender acknowledges that, if information
furnished by or on behalf of the Borrower pursuant to or in connection
with this Agreement is being distributed by the Administrative Agent
through the Platform, (i) the Administrative Agent may post any
information that the Borrower has indicated as containing MNPI solely on
that portion of the Platform designated for Private Side Lender
Representatives and (ii) if the Borrower has not indicated whether any
information furnished by it pursuant to or in connection with this
Agreement contains MNPI, the Administ

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rative Agent reserves the right to
post such information solely on that portion of the Platform designated
for Private Side Lender Representatives. The Borrower agrees to clearly
designate all information provided to the Administrative Agent by or on
behalf of the Borrower that is suitable to be made available to Public
Side Lender Representatives, and the Administrative Agent shall be
entitled to rely on any such designation by the Borrower without
liability or responsibility for the independent verification thereof.

(c)If the Borrower does not file this Agreement with the SEC, then the
Borrower hereby authorizes the Administrative Agent to distribute the
execution version of this Agreement and the Loan Documents to all
Lenders, including their Public Side Lender Representatives. The
Borrower acknowledges its understanding that Lenders, including their
Public Side Lender Representatives, may be trading in securities of the
Borrower and its Affiliates while in possession of the Loan Documents.

(d)The Borrower represents and warrants that none of the information
contained in the Loan Documents constitutes or contains MNPI. To the
extent that any of the executed Loan Documents at any time constitutes
MNPI, the Borrower agrees that it will promptly make such information
publicly available by press release or public filing with the SEC.

SECTION 9.17.    [Erroneous Payments]{.underline}.

(a)If the Administrative Agent (x) notifies a Lender, Issuing Bank, or
any Person who has received funds on behalf of a Lender or Issuing Bank
(any such Lender, Issuing Bank or other recipient (and each of their
respective successors and assigns), a "[Payment Recipient]{.underline}"
that the Administrative Agent has determined in its sole discretion
(whether or not after receipt of any notice under immediately succeeding
clause (b)) that any funds (as set forth in such notice from the
Administrative Agent) received by such Payment Recipient from the
Administrative Agent or any of its Affiliates were erroneously or
mistakenly transmitted to, or otherwise erroneously or mistakenly
received

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by, such Payment Recipient (whether or not known to such Lender, Issuing
Bank or other Payment Recipient on its behalf) (any such funds, whether
transmitted or received as a payment, prepayment or repayment of
principal, interest,

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fees, distribution or otherwise, individually and
collectively, an "[Erroneous Payment]{.underline}" and (y) demands in
writing the return of such Erroneous Payment (or a portion thereof),
such Erroneous Payment shall at all times remain the property of the
Administrative Agent pending its return or repayment as contemplated
below in this Section 9.17 and held in trust for the benefit of the
Administrative Agent, and such Lender or Issuing Bank shall (or, with
respect to any Payment Recipient who received such funds on its behalf,
shall cause such Payment Recipient to) promptly, but in no event later
than two Business Days thereafter (or such later date as the
Administrative Agent may, in its sole discretion, specify in writing),
return to the Administrative Agent the amount of any such Erroneous
Payment (or portion thereof) as to which such a demand was made, in same
day funds (in the currency so received), together with interest thereon
(except to the extent waived in writing by the Administrative Agent) in
respect of each day from and including the date such Erroneous Payment
(or portion thereof) was received by such Payment Recipient to the date
such amount is repaid to the Administrative Agent in same day funds at
the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect. A notice of the
Administrative Agent to any Payment Recipient under this clause (a)
shall be conclusive, absent manifest error.

a.Without limiting immediately preceding clause (a), each Lender,
Issuing Bank or any Person who has received funds on behalf of a Lender
or Issuing Bank (and each of their respective successors and assigns),
agrees that if it receives a payment, prepayment or repayment (whether
received as a payment, prepayment or repayment of principal, interest,
fees, distribution or otherwise) from the Administrative Agent (or any
of its Affiliates) (x) that is in a different amount than, or on a
different date from, that specified in this Agreement or in a notice of
payment, prepayment or repayment sent by the Administrative Agent (or
any of its Affiliates) with respect to such payment, prepayment or
repayment,

\(y\) that was not preceded or accompanied by a notice of payment,
prepayment or repayment sent by the Administrative Agent (or

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any of its
Affiliates), or (z) that such Lender, Issuing Bank or other such
recipient, otherwise becomes aware was transmitted, or received, in
error or by mistake (in whole or in part), then in each such case:

(i)it acknowledges and agrees that (A) in the case of immediately
preceding clauses (x) or (y), an error and mistake shall be presumed to
have been made (absent written confirmation from the Administrative
Agent to the contrary) or (B) an error and mistake has been made (in the
case of immediately preceding clause (z)), in each case, with respect to
such payment, prepayment or repayment; and

(ii)such Lender or Issuing Bank shall use commercially reasonable
efforts to (and shall use commercially reasonable efforts to cause any
other recipient that receives funds on its respective behalf to)
promptly (and, in all events, within one Business Day of its knowledge
of the occurrence of any of the circumstances described in immediately
preceding clauses (x), (y) and (z)) notify the Administrative Agent of
its receipt of such payment, prepayment or repayment, the details
thereof (in reasonable detail) and that it is so notifying the
Administrative Agent pursuant to this Section 9.17(b).

For the avoidance of doubt, the failure to deliver a notice to the
Administrative Agent pursuant to this Section 9.17(b) shall not have any
effect on a Payment Recipient' obligations pursuant to Section 9.17(a)
or on whether or not an Erroneous Payment has been made.

b.Each Lender or Issuing Bank hereby authorizes the Administrative Agent
to set off, net and apply any and all amounts at any time owing to such
Lender or Issuing Bank under any Loan Document by the Administrative
Agent to such Lender or Issuing Bank under any Loan Document with

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respect to any payment of principal, interest, fees or other amounts,
against any amount that the Administrative Agent has demanded to be
returned under clause (a).

a.The parties hereto agree that (x) irrespective of whether the
Administrative Agent may be equitably subrogated, in the event that an
Erroneous Payment (or portion thereof) is not recovered from any Payment
Recipient that has received such Erroneous Payment (or portion thereof)
for any reason, the Administrative Agent shall be subrogated to all the
rights and interests of such Payment Recipient (and, in the ca

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se of any
Payment Recipient who has received funds on behalf of a Lender or
Issuing Bank, to the rights and interests of such Lender or Issuing
Bank, as the case may be) under the Loan Documents with respect to such
amount (the "[Erroneous Payment Subrogation Rights]{.underline}" and (y)
an Erroneous Payment shall not pay, prepay, repay, discharge or
otherwise satisfy any Obligations owed by the Borrower;
[provided]{.underline} that this Section 9.17 shall not be interpreted
to increase (or accelerate the due date for), or have the effect of
increasing (or accelerating the due date for), the Obligations of the
Borrower relative to the amount (and/or timing for payment) of the
Obligations that would have been payable had such Erroneous Payment not
been made by the Administrative Agent; [provided]{.underline},
[further]{.underline}, that for the avoidance of doubt, immediately
preceding clauses (x) and (y) shall not apply to the extent any such
Erroneous Payment is, and solely with respect to the amount of such
Erroneous Payment that is, comprised of funds received by the
Administrative Agent from, or on behalf of (including through the
exercise of remedies under any Loan Document),the Borrower for the
purpose of a payment on the Obligations.

b.To the extent permitted by Applicable Law, no Payment Recipient shall
assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of
set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment
received, including, without limitation, any defense based on "ischarge
for value"or any similar doctrine.

c.Notwithstanding anything to the contrary herein or in any other Loan
Document, none of the Borrower, any Guarantor or any of their Affiliates
shall have any obligations or liabilities directly or indirectly arising
out of this Section 9.17 in respect of any Erroneous Payment (provided
that the foregoing shall in no way limit the obligation of the Borrower
to repay the Obligations in accordance with the terms of this
Agreement).

Each party' obligations, agreements and waivers under this Section 9.17
shall survive the resignation or replacement of the Administrative
Agent, any transfer of rights or obligations by, or the replacement of,
a Lender or Issuing Bank, the te

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rmination of the Commitments and/or the
repayment, satisfaction or discharge of all Obligations (or any portion
thereof) under any Loan Document.

SECTION 9.18.    [Acknowledgement and Consent to Bail-In of Affected
Financial Institutions]{.underline}. Notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement or
understanding among any such parties, each party hereto acknowledges
that any liability of any Affected Financial Institution arising under
any Loan Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and
acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the
applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an
Affected Financial Institution; and

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(b)the effects of any Bail-In Action on any such liability, including,
if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability intoshares or
other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or
otherwise conferred on it, and that such shares or other instruments of
ownership will be accepted by it in lieu of any rights with respect to
any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the
exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.

SECTION 9.19.    [Acknowledgement Regarding Any Supported
QFCs]{.underline}. To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for Swap Contracts or any
other agreement or instrument that is a QFC (such support, "[QFC Credit
Support]{.underline}"and each such QFC a "[Supported QFC]{.underline}",
the parties acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the
Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the "[U.S. Special Resolution
Reg

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imes]{.underline}" in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the
Loan Documents and any Supported QFC may in fact be stated to be
governed by the laws of the State of New York or of the United States or
any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each,
a "[Covered Party]{.underline}" becomes subject to a proceeding under a
U.S. Special Resolution Regime, the transfer of such Supported QFC and
the benefit of such QFC Credit Support (and any interest and obligation
in or under such Supported QFC and such QFC Credit Support, and any
rights in property securing such Supported QFC or such QFC Credit
Support) from such Covered Party will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime
if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered
Party or a BHC Act Affiliate of a Covered Party becomes subject to a
proceeding under a U.S. Special Reso

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lution Regime, Default Rights under
the Loan Documents that might otherwise apply to such Supported QFC or
any QFC Credit Support that may be exercised against such Covered Party
are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if
the Supported QFC and the Loan Documents were governed by the laws of
the United States or a state of the United States.

(b)As used in this Section 9.19, the following terms have the following
meanings:

"[BHC Act Affiliate]{.underline}"of a party means an "ffiliate"(as such
term is defined under, and interpreted in accordance with, 12 U.S.C.
1841(k)) of such party.

"[Covered Entity]{.underline}"means any of the following:

(i)a "overed entity"as that term is defined in, and interpreted in
accordance with, 12 C.F.R. §252.82(b)

(ii)a "overed bank"as that term is defined in, and interpreted in
accordance with, 12 C.F.R. §47.3(b); or

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i.a "overed FSI"as that term is defined in, and interpreted in
accordance with, 12 C.F.R. §382.2(b).

"[Default Right]{.underline}"has the meaning assigned to that term in,
and s

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hall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or
382.1, as applicable.

"[QFC]{.underline}"has the meaning assigned to the term "ualified
financial contract"in, and shall be interpreted in accordance with, 12
U.S.C. 5390(c)(8)(D).

SECTION 9.20.    [Payments Set Aside]{.underline}. To the extent that
any payment by or on behalf of the Borrower is made to the
Administrative Agent, any Issuing Bank or any Lender, or the
Administrative Agent, any Issuing Bank or any Lender exercises its right
of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, such Issuing Bank
or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had
not been made or such setoff had not occurred, and (b) each Lender and
each Issuing Bank severally agrees to pay to the Administrative Agent
upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at
a rate per annum equal to the Federal Funds Effective Rate from time to
time in effect.

SECTION 9.21.    [Judgment Currency]{.underline}.

(a)If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in dollars into another
currency, each party hereto agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures in the relevant
jurisdiction dollars could be purchased with such other currency on the
Business Day immediately preceding the day on which final judgment is
given.

(b)The obligations of each party hereto in respect of any sum due to any
other party hereto or any holder of the obligations owing hereunder (the
"[Applicable Creditor]{.underline}" shall, notwithstanding any judgment
in a currency (the "[Judgment Currency]{.underline}" other than

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dollars,
be discharged only to the extent that, on the Business Day following
receipt by the Applicable Creditor of any sum adjudged to be so due in
the Judgment Currency, the Applicable Creditor may in accordance with
normal banking procedures in the relevant jurisdiction purchase dollars
with the Judgment Currency; if the amount of dollars so purchased is
less than the sum originally due to the Applicable Creditor in dollars,
such party agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Applicable Creditor against such deficiency.
The obligations of the parties contained in this Section shall survive
the termination of this Agreement and the payment of all other amounts
owing hereunder.

ARTICLE X

[Guarantees]{.underline}

SECTION 10.01. [The Guarantees]{.underline}. To induce the Lenders to
provide the Loans and Letters of Credit described herein and in
consideration of benefits expected to accrue to the Borrower by reason
of the Revolving Commitments and the Loans and Letters of Credit and for
other good and valuable

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consideration, receipt of which is hereby acknowledged, each Guarantor
party hereto (including any Subsidiary executing an Additional Guarantor
Supplement in substantially the form attached hereto as [Exhibit
F]{.underline} (an "[Additional Guarantor Supplement]{.underline}" or
such other form reasonably acceptable to the Administrative Agent and
the Borrower) hereby unconditionally and irrevocably guarantees jointly
and severally to the Administrative Agent, for the ratable benefit of
the Administrative Agent, the Lenders and the Issuing Banks, the due and
punctual payment of all present and future Obligations of the Borrower,
in each case as and when the same shall become due and payable, whether
at stated maturity, by acceleration, or otherwise, according to the
terms hereof or any other applicable Loan Document (including all
interest, costs, fees, and charges after the entry of an order for
relief against the Borrower or such other obligor in a case under the
United States Bankruptcy Code or any similar proceeding, whether or not
such interest, costs, fees and charges would be an allowed claim against
the Borrower or any such obligor in any such proceeding). In case of
failure by the Borrower punctually to pay any Obligations guaranteed

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hereby, each Guarantor of the Borrower' Obligations under this Section
10.01 hereby unconditionally agrees to make such payment or to cause
such payment to be made punctually as and when the same shall become due
and payable, whether at stated maturity, by acceleration, or otherwise,
and as if such payment were made by the Borrower.

SECTION 10.02.    [Guarantee Unconditional]{.underline}. The obligations
of each Guarantor under this Article X shall be unconditional and
absolute and, without limiting the generality of the foregoing, shall
not be released, discharged, or otherwise affected by:

(a)any extension, renewal, settlement, compromise, waiver, or release in
respect of any obligation of the Borrower or other obligor or of any
other guarantor under this Agreement or any other Loan Document or by
operation of law or otherwise;

(b)any modification or amendment of or supplement to this Agreement or
any other Loan Document;

(c)any change in the corporate existence, structure, or ownership of, or
any insolvency, bankruptcy, reorganization, or other similar proceeding
affecting, the Borrower or other obligor, any other guarantor, or any of
their respective assets, or any resulting release or discharge of any
obligation of the Borrower or other obligor or of any other guarantor
contained in any Loan Document;

(d)the existence of any claim, set-off, or other rights which the
Borrower or other obligor or any other guarantor may have at any time
against the Administrative Agent, any Lender or any other Person,
whether or not arising in connection herewith;

(e)any failure to assert, or any assertion of, any claim or demand or
any exercise of, or failure to exercise, any rights or remedies against
the Borrower or other obligor, any other guarantor, or any other Person
or property such Person;

(f)any application of any sums by whomsoever paid or howsoever realized
to any obligation of the Borrower or other obligor, regardless of what
obligations of the Borrower or other obligor remain unpaid;

(g)any invalidity or unenforceability relating to or against the
Borrower or other obligor or any other guarantor for any reason of this
Agreement or of any other Loan Document or any provision of applicable
law or regulation purporting to prohibit the payment by the Borrower or
other obligor or any other guarantor of the principal of or interest on
any Loan or any other

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amount payable under the Loan Documents; or

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a.any other act or omission to act or delay of any kind by the
Administrative Agent, any Lender or any other Person or any other
circumstance whatsoever (other than payment or performance of the
Obligations) that might, but for the provisions of this paragraph,
constitute a legal or equitable discharge of the obligations of any
Guarantor under this Article X.

Each Guaranty hereunder shall be a guaranty of payment and not of
collection. SECTION 10.03.    [Discharge Only upon Payment in Full;
Reinstatement in Certain]{.underline}

[Circumstances]{.underline}. Except as set forth in Section 5.10 or the
fifteenth paragraph of Article VIII, each

Guarantor' obligations under this Article X shall remain in full force
and effect until the Termination Date. If at any time any payment of the
principal of or interest on any Loan or any other amount payable by the
Borrower or other obligor or any Guarantor under the Loan Documents is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy, or reorganization of the Borrower or other obligor or of any
Guarantor, or otherwise, each Guarantor' obligations under this Article
X with respect to such payment shall be reinstated at such time as
though such payment had become due but had not been made at such time.

SECTION 10.04.    [Subrogation]{.underline}. Each Guarantor agrees it
will not exercise any rights which it may acquire by way of subrogation
by any payment made hereunder, or otherwise, until the Termination Date.
If any amount shall be paid to a Guarantor on account of such
subrogation rights at any time prior to the Termination Date, such
amount shall be held in trust for the benefit of the Administrative
Agent and the Lenders and shall forthwith be paid to the Administrative
Agent for the benefit of the Lenders or be credited and applied upon the
Obligations, whether matured or unmatured, in accordance with the terms
of this Agreement.

SECTION 10.05.    [Waivers]{.underline}. Each Guarantor irrevocably
waives (to the extent permitted by applicable law) acceptance hereof,
presentment, demand, protest, and any notice not provided for herein, as
well as any requirement that at any time any action be taken by the
Administrative Agent, any Lender or any other Person against the
Borro

airbnb.txt

wer or other obligor, another guarantor, or any other Person.

SECTION 10.06.    [Limit on Liability]{.underline}. The obligations of
each Guarantor under this Article X shall be limited to an aggregate
amount equal to the largest amount that would not render such Guaranty
subject to avoidance under Section 548 of the United States Bankruptcy
Code or any comparable provisions of applicable law.

SECTION 10.07.    [Stay of Acceleration]{.underline}. If acceleration of
the time for payment of any amount payable by the Borrower or other
obligor under this Agreement or any other Loan Document is stayed upon
the insolvency, bankruptcy or reorganization of the Borrower or such
obligor, all such amounts otherwise subject to acceleration under the
terms of this Agreement or the other Loan Documents shall nonetheless be
payable by the Guarantors hereunder forthwith on demand by the
Administrative Agent made at the request of the Required Lenders.

SECTION 10.08.    [Benefit to Guarantors]{.underline}. The Borrower and
the Guarantors are engaged in related businesses and integrated to such
an extent that the financial strength and flexibility of the Borrower
has a direct impact on the succes

airbnb.txt

s of each Guarantor. Each Guarantor
will derive substantial direct and indirect benefit from the extensions
of credit hereunder.

SECTION 10.09. [Guarantor Covenants]{.underline}. Each Guarantor shall
take such action as the Borrower is required by this Agreement to cause
such Guarantor to take, and shall refrain from taking such action as the
Borrower is required by this Agreement to prohibit such Guarantor from
taking.

  ------- -- --

  -135-
  ------- -- --

SECTION 10.10.    [Continuing Guarantee]{.underline}. Each Guarantor
agrees that its guarantee hereunder is continuing in nature and applies
to all of its Obligations, whether currently existing or hereafter
incurred.

\[Signature pages follow\]

  ------- -- --

  -136-
  ------- -- --

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and
year first above written.

AIRBNB, INC., as the Borrower

By:    [/s/ David Stephenson    ]{.underline}\
    ame: David Stephenson    \
    itle: Chief Financial Officer

HOTEL TONIGHT, LLC, as a Guarantor

By:    [/s/ Garth Bossow    ]{.underline}\
    ame: Ga

airbnb.txt

rth Bossow\
    itle: Secretary of Airbnb, Inc., the sole member of Hotel Tonight,
LLC

AIRBNB GLOBAL HOLDINGS, INC., as a Guarantor

By:    [/s/ Garth Bossow    ]{.underline}\
    ame: Garth Bossow\
    itle: Secretary

\[Signature Page to Credit Agreement\]

AIRBNB PAYMENTS HOLDING LLC, as a Guarantor

By:    [/s/ Garth Bossow    ]{.underline}\
    ame: Garth Bossow\
    itle: Secretary of Airbnb, Inc., the sole member of Airbnb Payments
Holding LLC

AIRBNB PAYMENTS, INC., as a Guarantor

By:    [/s/ Bart Rubin    ]{.underline}\
    ame: Bart Rubin\
    itle: General Counsel

\[Signature Page to Credit Agreement\]

MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent

By:    [/s/ Lisa Hanson    ]{.underline}\
    ame:    isa Hanson\
    itle:    ice President

MORGAN STANLEY SENIOR FUNDING, INC., as\
an Issuing Bank and a Lender

By:    [/s/ Alysha Salinger    ]{.underline}\
    ame:    lysha Salinger\
    itle:    ice President

\[Airbnb --Signature Page to Credit Agreement\]

BARCLAYS BANK PLC, as a Lender and an Issuing Bank

By:    [/s/ Sean Duggan    ]{.underline}\
    ame:    ean Duggan\
    itle:    irector

\[Airbnb --redit Agreement\]

Bank of America, N.A.,

airbnb.txt

as a Lender and an Issuing Bank

By:    [/s/ Injah Song    ]{.underline}\
    ame:    njah Song\
    itle:    irector

\[Signature Page to Credit Agreement\]

BANK OF THE WEST, as a Lender

By:    [/s/ Scott Bruni    ]{.underline}\
    ame:    cott Bruni\
    itle:    irector

\[Signature Page to Credit Agreement\]

CITIBANK, N.A., as a Lender and an Issuing Bank

By:    [/s/ Matthew Sutton    ]{.underline}\
    ame:    atthew Sutton\
    itle:    ice President

\[Signature Page to Credit Agreement\]

GOLDMAN SACHS BANK USA, as a Lender

By:    [/s/ Rebecca Kratz    ]{.underline}\
    ame:    ebecca Kratz\
    itle:    uthorized Signatory

\[Signature Page to Credit Agreement\]

GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender and

an Issuing Bank

By:    [/s/ Rebecca Kratz    ]{.underline}\
    ame:    ebecca Kratz\
    itle:    uthorized Signatory

\[Signature Page to Credit Agreement\]

HSBC BANK USA, National Association, as a Lender and an Issuing

Bank

By:    [/s/ Ilene Hernandez    ]{.underline}\
    ame:    lene Hernandez\
    itle:    ice President

\[Signature Page to Credit Agreement\]

JPMorgan Chase Bank, N.A., as a Lender and an Issuing Bank

By:    [/s/ Ind

airbnb.txt

erjeet Aneja    ]{.underline}\
    ame:    nderjeet Aneja\
    itle:    xecutive Director

\[Signature Page to Credit Agreement\]

Mizuho Bank, Ltd., as a Lender and Issuing Bank

By:    [/s/ Tracy Rahn    ]{.underline}\
    ame:    racy Rahn\
    itle:    xecutive Director

\[Signature Page to Credit Agreement\]

Royal Bank of Canada, as a Lender

By:    [/s/ Nicholas Heslip    ]{.underline}\
    ame:    icholas Heslip\
    itle:    uthorized Signatory

\[Signature Page to Credit Agreement\]

Santander Bank, N.A., as a Lender and an Issuing Bank

By:    [/s/ Jennifer Baydian    ]{.underline}\
    ame:    ennifer Baydian\
    itle:    enior Vice President

\[Signature Page to Credit Agreement\]

STANDARD CHARTERED BANK, as a Lender and an Issuing Bank

By:    [/s/ Kristopher Tracy    ]{.underline}\
    ame:    ristopher Tracy\
    itle:    irector, Financing Solutions

\[Signature Page to Credit Agreement\]

AMENDMENT NO. 1

This AMENDMENT NO. 1 (this "[Agreement]{.underline}", dated as of
February 16, 2023, is made by and among Airbnb, Inc., a Delaware
corporation (the "[Borrower]{.underline}" and Morgan Stanley Senior
Funding, Inc., as Administrative Agent (the "[Administrative
A

airbnb.txt

gent]{.underline}".

WHEREAS, the Borrower and the Administrative Agent are party to that
certain Credit Agreement, dated as of October 31, 2022 (as amended,
restated, amended and restated, modified and/or supplemented from time
to time, the "[Credit Agreement]{.underline}" capitalized terms not
otherwise defined herein shall have the respective meaning assigned to
such terms in the Credit Agreement), by and among the Borrower, the
Guarantors party thereto, the Lenders party thereto and the
Administrative Agent;

WHEREAS, Section 9.02(c)(i)(A) of the Credit Agreement provides that the
Administrative Agent and the Borrower shall be permitted to amend the
Credit Agreement to cure any ambiguity, mistake, omission, defect or
inconsistency so long as the Lenders shall have received at least five
Business Days'prior written notice thereof and the Administrative Agent
shall not have received, within five Business Days of the date of such
notice to the Lenders, a written notice from the Required Lenders
stating that the Required Lenders object to such amendment;

WHEREAS, the definition of "onsolidated Interest Expense"in the Credit
Agreement permits the calculation thereof to result in anegative value;

WHEREAS, the Administrative Agent and the Borrower desire to amend the
Credit Agreement in accordance with Section 9.02(c)(i)(A) as further
described herein in order to address the aforementioned defect; and

WHEREAS, in accordance with Section 9.02(c)(i)(A) of the Credit
Agreement, the form of this Agreement has been made available to the
Lenders for at least five Business Days and the Administrative Agent has
not received a written notice from the Required Lenders stating that the
Required Lenders object to this Agreement;

NOW, THEREFORE, in consideration of the promises contained herein and
for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

SECTION 1.[Amendment]{.underline}. Subject to the terms and conditions
to effectiveness set forth in Section 2 hereof, the definition of
"onsolidated Interest Expense"is hereby amended to add the following as
the last sentence thereof:

"otwithstanding anything to the contrary herein, if Consolidated
Interest Expense as so determined would be less than \$1.00, then it
shall be deemed to be \$1.00

airbnb.txt

for purposes of this Agreement."

SECTION 2.[Effectiveness]{.underline}. Section 1 of this Agreement shall
become effective as of on the date that the Administrative Agent shall
have received this Agreement, duly executed by the Borrower and the
Administrative Agent.

SECTION 3.[Reference to and Effect on the Credit Agreement]{.underline}.

(a)On and after the effectiveness of this Agreement, each reference in
the Credit Agreement to "his Agreement,""ereunder,""ereof"or words of
like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by, and after giving
effect to, this Agreement. This Agreement is a "oan Document"for
purposes of the Credit Agreement and the other Loan Documents.

(b)Each Loan Document, after giving effect to this Agreement, is and
shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed, except that, on and after the
effectiveness of this Agreement, each reference in each of the Loan
Documents to the "redit

\[Airbnb --Amendment No. 1\]

Agreement,""hereunder,""hereof"or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement,
as amended by and after giving effect to, this Agreement. Nothing in
this Agreement can or may be construed as a novation of the Credit
Agreement or any other Loan Document. This Agreement shall apply and be
effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. The execution, delivery and
effectiveness of this Agreement shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under any of the Loan Documents.

SECTION 4.[Execution in Counterparts]{.underline}. This Agreement may be
executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile
transmission or electronic .pdf transmission shall be effective as
delivery of a manually executed counterpart of this Agreement. For
purposes hereof, the words
"xecution,""xecute,""xecuted,""igned,""ignature"and words of like import
shall b

airbnb.txt

e deemed to include electronic signatures, the electronic
matching of assignment terms and contract formulations on electronic
platforms, or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform
Electronic Transaction Act.

SECTION 5.[WAIVER OF JURY TRIAL; GOVERNING LAW; JURISDICTION,
ETC]{.underline}. The provisions set forth in [Sections
9.09]{.underline} and [9.10]{.underline} of the Credit Agreement are
hereby incorporated herein *mutatis mutandis* with all references to
"his Agreement"therein being deemed references to this Agreement.

\[SIGNATURE PAGES FOLLOW\]

\[Airbnb --Amendment No. 1\]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of
the date and year first written above.

AIRBNB, INC.,\
as the Borrower

By:    [/s/ Brian Moore    ]{.underline}\
    ame:    rian Moore\
    itle:    reasurer

\[Signature Page to Airbnb --Amendment No. 1\]

MORGAN STANLEY SENIOR FUNDING, INC.,\
as Administrative Agent

By:    [/s/ Brian Sanderson    ]{.underline}\
    ame:    rian Sanderson\
    itle:    uthorized Signatory

\[Signature Page to Airbnb --Amendment No. 1\]

  --------------------------------- -------------------------------- -------------- ------------------------- -- --------------------------------------------- ----------------------- -- ---------- ------------------------------ -- ---------- -------------------- -- ----------

                                                                     Exhibit 21.1

airbnb.txt

Subsidiaries of the Registrant
                                                                                [Entity]{.underline}         [Jurisdiction of Incorporation]{.underline}
  Airbnb Ireland UC                                                  Ireland
  Airbnb Payments Luxembourg S.A.                                    Luxembourg     Airbnb Payments UK Ltd.      United Kingdom                                Airbnb Payments, Inc.      Delaware   Airbnb Treasury Services LLC      Delaware   Hotel Tonight, LLC      Delaware
  --------------------------------- -------------------------------- -------------- ------------------------- -- --------------------------------------------- ----------------------- -- ---------- ------------------------------ -- ---------- -------------------- -- ----------

Exhibit 23.1

\
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statement on Form -8 Nos. 333-251251, 333-251252, and 333-251253) of
Airbnb, Inc. of our report dated February 7, 2023 relating to the
financial statements, financial statement schedule and the effectiveness
of internal control over financial reporting, which appears in this Form
10-K.

/s/ PricewaterhouseCoopers LLP

  --------------------------- ------------------- --

  San Francisco, California   February 17, 2023
  --------------------------- ------------------- --

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Chesky, certify that:

1\. I have reviewed this Annual Report on Form 10-K of Airbnb, Inc.;

2\. Based on my knowledge,

airbnb.txt

this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3\. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;

4\. The registrant' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

\(a\) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;

\(b\) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

\(c\) Evaluated the effectiveness of the registrant' disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

\(d\) Disclosed in this report any change in the registrant' internal
control over financial reporting that occurred during the registrant'
most recent fiscal quarter (the registrant' fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant' internal control over
financial reporting; and

5\. The registrant' other certifying officer and I have disclosed, based
on our most recent evaluation of i

airbnb.txt

nternal control over financial
reporting, to the registrant' auditors and the audit committee of the
registrant' board of directors (or persons performing the equivalent
functions):

\(a\) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant' ability to record,
process, summarize and report financial information; and

\(b\) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant' internal
control over financial reporting.

+--------------+---+--------------+---+-----+--------------+---+---+---+
|              |   |              |   |     |              |   |   |   |
+--------------+---+--------------+---+-----+--------------+---+---+---+
|              |   |              |   |     |              |   |   |   |
+--------------+---+--------------+---+-----+--------------+---+---+---+
|              |   |              |   | By: | /s/ Brian    |   |   |   |
|              |   |              |   |     | Chesky       |   |   |   |
+--------------+---+--------------+---+-----+------------

airbnb.txt

--+---+---+---+
| Date:        |   | Brian Chesky |   |     |              |   |   |   |
| February 7,  |   |              |   |     |              |   |   |   |
| 2023         |   | Chief        |   |     |              |   |   |   |
|              |   | Executive    |   |     |              |   |   |   |
|              |   | Officer      |   |     |              |   |   |   |
|              |   |              |   |     |              |   |   |   |
|              |   | *(Principal  |   |     |              |   |   |   |
|              |   | Executive    |   |     |              |   |   |   |
|              |   | Officer)*    |   |     |              |   |   |   |
+--------------+---+--------------+---+-----+--------------+---+---+---+

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David E. Stephenson, certify that:

1\. I have reviewed this Annual Report on Form 10-K of Airbnb, Inc.;

2\. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the stateme

airbnb.txt

nts made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3\. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;

4\. The registrant' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

\(a\) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;

\(b\) Designed such internal control over financial reporting, orcaused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

\(c\) Evaluated the effectiveness of the registrant' disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

\(d\) Disclosed in this report any change in the registrant' internal
control over financial reporting that occurred during the registrant'
most recent fiscal quarter (the registrant' fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant' internal control over
financial reporting; and

5\. The registrant' other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant' auditors and the audit committee of the
registrant' board of directors

airbnb.txt

(or persons performing the equivalent
functions):

\(a\) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant' ability to record,
process, summarize and report financial information; and

\(b\) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant' internal
control over financial reporting.

+--------------+---+--------------+---+-----+--------------+---+---+---+
|              |   |              |   |     |              |   |   |   |
+--------------+---+--------------+---+-----+--------------+---+---+---+
|              |   |              |   |     |              |   |   |   |
+--------------+---+--------------+---+-----+--------------+---+---+---+
|              |   |              |   | By: | /s/ David E. |   |   |   |
|              |   |              |   |     | Stephenson   |   |   |   |
+--------------+---+--------------+---+-----+--------------+---+---+---+
| Date:        |   | David E.     |   |     |              |   |   |   |
| February 7,  |   | Stephenson   |   |

airbnb.txt

|              |   |   |   |
| 2023         |   |              |   |     |              |   |   |   |
|              |   | Chief        |   |     |              |   |   |   |
|              |   | Financial    |   |     |              |   |   |   |
|              |   | Officer      |   |     |              |   |   |   |
|              |   |              |   |     |              |   |   |   |
|              |   | *(Principal  |   |     |              |   |   |   |
|              |   | Financial    |   |     |              |   |   |   |
|              |   | Officer)*    |   |     |              |   |   |   |
+--------------+---+--------------+---+-----+--------------+---+---+---+

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Chesky, as Chief Executive Officer of Airbnb, Inc., certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K
of Airbnb, Inc. for the year ended December 1, 2022 fully complies with
the requirements of Section 13(a)

airbnb.txt

or 15(d) of the Securities Exchange
Act of 1934, as amended, and that the information contained in such
Annual Report on Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of Airbnb, Inc.

+------------------------+-----+---------------------------------+---+---+---+---+---+---+
|                        |     |                                 |   |   |   |   |   |   |
+------------------------+-----+---------------------------------+---+---+---+---+---+---+
|                        | By: | /s/ Brian Chesky                |   |   |   |   |   |   |
+------------------------+-----+---------------------------------+---+---+---+---+---+---+
| Date: February 7, 2023 |     | Brian Chesky                    |   |   |   |   |   |   |
|                        |     |                                 |   |   |   |   |   |   |
|                        |     | Chief Executive Officer         |   |   |   |   |   |   |
|                        |     |                                 |   |   |   |   |   |   |
|                        |     | *(Principal Executive Officer)* |   |   |   |   |   |   |
+------------------------+-----+-----------------

airbnb.txt

----------------+---+---+---+---+---+---+

I, David E. Stephenson, as Chief Financial Officer of Airbnb, Inc.,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on
Form 10-K of Airbnb, Inc. for the year ended December 1, 2022 fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and that the information
contained in such Annual Report on Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of
Airbnb, Inc.

+------------------------+-----+---------------------------------+---+---+---+---+---+---+
|                        |     |                                 |   |   |   |   |   |   |
+------------------------+-----+---------------------------------+---+---+---+---+---+---+
|                        | By: | /s/ David E. Stephenson         |   |   |   |   |   |   |
+------------------------+-----+---------------------------------+---+---+---+---+---+---+
| Date: February 7, 2023 |     | David E. Stephenson             |   |   |   |   |   |   |
|                        |     |

airbnb.txt

|   |   |   |   |   |   |
|                        |     | Chief Financial Officer         |   |   |   |   |   |   |
|                        |     |                                 |   |   |   |   |   |   |
|                        |     | *(Principal Financial Officer)* |   |   |   |   |   |   |
+------------------------+-----+---------------------------------+---+---+---+---+---+---+