Guaranty, dated as of July 18, 2006


    Exhibit
      10.2

     

    
      

      

    

    
 

     

    GUARANTY

     

    made
      by

     

    CENDANT
      CORPORATION

     

    in
      favor
      of

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Administrative Agent

     

    Dated
      as
      of July 18, 2006 

     

    


     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      TABLE
        OF
        CONTENTS

      

        
          	 	 	 	
                  Page

                	 	 


        

      

      
        	
                Section
                  1.

              	 	
                DEFINED
                  TERMS

              	
                1

              	 	 
	
                1.1

              	 	
                Definitions

              	
                1

              	 	 
	
                1.2

              	 	
                Other
                  Definitional Provisions

              	
                2

              	 	 
	
                Section
                  2.

              	 	
                GUARANTY

              	
                2

              	 	 
	
                2.1

              	 	
                Guaranty

              	
                2

              	 	 
	
                2.2

              	 	
                No
                  Subrogation

              	
                3

              	 	 
	
                2.3

              	 	
                Amendments,
                  etc. with respect to the Obligations; Waiver of Rights

              	
                3

              	 	 
	
                2.4

              	 	
                Guaranty
                  Absolute and Unconditional

              	
                3

              	 	 
	
                2.5

              	 	
                Reinstatement

              	
                4

              	 	 
	
                2.6

              	 	
                Payments

              	
                4

              	 	 
	
                Section
                  3.

              	 	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                4

              	 	 
	
                3.1

              	 	
                Corporate
                  Existence and Power

              	
                4

              	 	 
	
                3.2

              	 	
                Corporate
                  Authority, No Violation and Compliance with Law

              	
                5

              	 	 
	
                3.3

              	 	
                Enforceability

              	
                5

              	 	 
	
                Section
                  4.

              	 	
                THE
                  ADMINISTRATIVE AGENT

              	
                5

              	 	 
	
                Section
                  5.

              	 	
                MISCELLANEOUS

              	
                5

              	 	 
	
                5.1

              	 	
                Amendments
                  in Writing

              	
                5

              	 	 
	
                5.2

              	 	
                Notices

              	
                5

              	 	 
	
                5.3

              	 	
                No
                  Waiver by Course of Conduct; Cumulative Remedies

              	
                6

              	 	 
	
                5.4

              	 	
                Enforcement
                  Expenses; Indemnification

              	
                6

              	 	 
	
                5.5

              	 	
                Successors
                  and Assigns

              	
                6

              	 	 
	
                5.6

              	 	
                Set-Off

              	
                6

              	 	 
	
                5.7

              	 	
                Severability

              	
                7

              	 	 
	
                5.8

              	 	
                Section
                  Headings

              	
                7

              	 	 
	
                5.9

              	 	
                Integration

              	
                7

              	 	 
	
                5.10

              	 	
                GOVERNING
                  LAW

              	
                7

              	 	 
	
                5.11

              	 	
                Submission
                  To Jurisdiction; Waivers

              	
                7

              	 	 
	
                5.12

              	 	
                Acknowledgements

              	
                7

              	 	 
	
                5.13

              	 	
                Releases

              	
                8

              	 	 
	
                5.14

              	 	
                WAIVER
                  OF JURY TRIAL

              	
                8

              	 	 


      

    

     

     

    
      	
              SCHEDULE

            	 	 	 	 
	
              Schedule
                1

            	 	
              Notice
                Addresses

            	 	 


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    




    


     

    GUARANTY

     

    GUARANTY
      (this “Guaranty”),
      dated
      as of July 18, 2006, made by CENDANT CORPORATION, a Delaware corporation (the
      “Guarantor”),
      in
      favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity,
      the “Administrative
      Agent”)
      for
      the banks and other financial institutions or entities (the “Lenders”)
      from
      time to time parties to the Credit Agreement, dated as of July 18, 2006 (as
      amended, supplemented or otherwise modified from time to time, the “Credit
      Agreement”),
      among
      TRAVELPORT INC. (the “Borrower”),
      GALILEO INTERNATIONAL TECHNOLOGY, LLC, as a Subsidiary Borrower, BANK OF
      AMERICA, N.A. and CITICORP NORTH AMERICA, INC., as Syndication Agents, the
      Lenders and the Administrative Agent.

     

    W I T N E S S E T H:

     

    WHEREAS,
      pursuant to the Credit Agreement, the Lenders have severally agreed to make
      extensions of credit to the Borrower and the Subsidiary Borrowers upon the
      terms
      and subject to the conditions set forth therein;

     

    WHEREAS,
      the Borrower and each Subsidiary Borrower is a member of an affiliated group
      of
      companies that includes the Guarantor;

     

    WHEREAS,
      the Borrower, each Subsidiary Borrower and the Guarantor will derive substantial
      direct and indirect benefit from the making of the extensions of credit under
      the Credit Agreement; and

     

    WHEREAS,
      it is a condition precedent to the obligation of the Lenders to make their
      respective extensions of credit to the Borrower and any Subsidiary Borrower
      under the Credit Agreement that the Guarantor shall have executed and delivered
      this Guaranty to the Administrative Agent for the ratable benefit of the
      Lenders;

     

    NOW,
      THEREFORE, in consideration of the premises and to induce the Administrative
      Agent and the Lenders to enter into the Credit Agreement and to induce the
      Lenders to make their respective extensions of credit to the Borrower and each
      Subsidiary Borrower thereunder, the Guarantor hereby agrees with the
      Administrative Agent, for the ratable benefit of the Lenders, as
      follows:

     

     

    SECTION
      1. DEFINED
      TERMS

     

    1.1  Definitions.
      (a) 
      Unless
      otherwise defined herein, terms defined in the Credit Agreement and used herein
      shall have the meanings given to them in the Credit Agreement.

     

    (b)  The
      following terms shall have the following meanings:

     

    “Collateralized”:
      secured by cash collateral arrangements and/or backstop letters of credit
      entered into on terms and in amounts reasonably satisfactory to the
      Administrative Agent and the relevant Issuing Lender.

     

    “Obligations”:
      the
      collective reference to the unpaid principal of and interest on the Loans,
      the
      reimbursement obligations in respect of Letters of Credit and Competitive
      Letters of Credit, the Guaranty (as defined in the Credit Agreement) and all
      other obligations and liabilities of the Borrower and any Subsidiary Borrower
      (including, without limitation, interest accruing at the then applicable rate
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    provided
      in the Credit Agreement after the maturity of the Loans and interest accruing
      at
      the then applicable rate provided in the Credit Agreement after the filing
      of
      any petition in bankruptcy, or the commencement of any insolvency,
      reorganization or like proceeding, relating to the Borrower or any Subsidiary
      Borrower, whether or not a claim for post-filing or post-petition interest
      is
      allowed in such proceeding) to the Administrative Agent or any Lender, whether
      direct or indirect, absolute or contingent, due or to become due, or now
      existing or hereafter incurred, which may arise under, out of, or in connection
      with, the Credit Agreement, the other Fundamental Documents (other than this
      Guaranty), any Letter of Credit, Competitive Letter of Credit or any other
      document made, delivered or given in connection with any of the foregoing,
      in
      each case whether on account of principal, interest, reimbursement obligations,
      swap coupon or termination payments, fees or indemnities or reasonable
      out-of-pocket costs or expenses (including, without limitation, all reasonable
      out-of-pocket fees and disbursements of counsel to the Administrative Agent
      or
      to the Lenders that are required to be paid by the Borrower pursuant to the
      terms of any of the foregoing agreements).

     

    “Termination
      Event”:
      either
      (i) the consummation of the Spin-Off or (ii) payment in full of the Obligations,
      termination of the Commitments and termination or expiration of the Letters
      of
      Credit (or such Letters of Credit shall have been Collateralized), including
      repayment pursuant to Section 4.24 of the Sale Agreement. 

     

    1.2  Other
      Definitional Provisions.
      (a)
      The
      words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import
      when used in this Guaranty shall refer to this Guaranty as a whole and not
      to
      any particular provision of this Guaranty, and Section and Schedule references
      are to this Guaranty unless otherwise specified.

     

    (b)  The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.

     

     

    SECTION
      2.  GUARANTY

     

    2.1  Guaranty.
      (a)
      The
      Guarantor hereby unconditionally and irrevocably (except as otherwise provided
      in Section 5.13) guaranties to the Administrative Agent, for the ratable benefit
      of the Lenders and their respective successors, indorsees, transferees and
      assigns, the prompt and complete payment and performance by the Borrower and
      any
      Subsidiary Borrower when due (whether at the stated maturity, by acceleration
      or
      otherwise) of the Obligations. 

     

    (b)  The
      Guarantor further agrees to pay any and all reasonable documented expenses
      (including, without limitation, the reasonable fees and disbursements of
      counsel) which may be paid or incurred by the Administrative Agent, any Issuing
      Lender or any Lender in enforcing, or obtaining advice of counsel in respect
      of,
      any rights with respect to, or collecting, any or all of the Obligations and/or
      enforcing any rights with respect to, or collecting against, the Borrower or
      any
      Subsidiary Borrower under this Guaranty; provided,
      however,
      that
      the Guarantor shall not be liable for the fees and expenses of more than one
      separate firm for the Lenders or any Issuing Lender (unless there shall exist
      an
      actual conflict of interest among such Persons, and in such case, not more
      than
      two separate firms) in connection with any one such action or any separate,
      but
      substantially similar or related actions in the same jurisdiction, nor shall
      the
      Guarantor be liable for any settlement or proceeding effected without the
      Guarantor’s written consent. This Guaranty shall remain in full force and effect
      until the occurrence of a Termination Event.

     

    (c)  No
      payment or payments made by the Borrower, any Subsidiary Borrower or any other
      Person or received or collected by the Administrative Agent or any Lender from
      the Borrower, any Subsidiary Borrower or any other Person by virtue of any
      action or proceeding or any set-off or appropriation or application, at any
      time
      or from time to time, in reduction of or in payment of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Obligations
      shall be deemed to modify, reduce, release or otherwise affect the liability
      of
      the Guarantor hereunder which shall, notwithstanding any such payment or
      payments (other than payments made by the Guarantor in respect of the
      Obligations or payments received or collected from the Guarantor in respect
      of
      the Obligations), remain liable for the Obligations until the occurrence of
      a
      Termination Event. 

     

    (d)  The
      Guarantor agrees that whenever, at any time, or from time to time, it shall
      make
      any payment to the Administrative Agent or any Lender on account of its
      liability hereunder, it will notify the Administrative Agent and such Lender
      in
      writing that such payment is made under this Guaranty for such
      purpose.

     

    2.2  No
      Subrogation.
      Notwithstanding any payment or payments made by the Guarantor hereunder, or
      any
      set-off or application of funds of the Guarantor by the Administrative Agent
      or
      any Lender, the Guarantor shall not be entitled to be subrogated to any of
      the
      rights of the Administrative Agent or any Lender against the Borrower or any
      Subsidiary Borrower or against any collateral security or Guaranty or right
      of
      offset held by the Administrative Agent or any Lender for the payment of the
      Obligations, nor shall the Guarantor seek or be entitled to seek any
      contribution or reimbursement from the Borrower or any Subsidiary Borrower
      in
      respect of payments made by the Guarantor hereunder, until the occurrence of
      a
      Termination Event. If any amount shall be paid to the Guarantor on account
      of
      such subrogation rights at any time before the occurrence of a Termination
      Event, such amount shall be held by the Guarantor in trust for the
      Administrative Agent and the Lenders, segregated from other funds of the
      Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over
      to
      the Administrative Agent in the exact form received by the Guarantor (duly
      indorsed by the Guarantor to the Administrative Agent, if required), to be
      applied against the Obligations, whether matured or unmatured, in such order
      as
      the Administrative Agent may determine.

     

    2.3  Amendments,
      etc. with respect to the Obligations; Waiver of Rights.
      The
      Guarantor shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against the Guarantor, and without notice to or further
      assent by the Guarantor, any demand for payment of any of the Obligations made
      by the Administrative Agent or any Lender may be rescinded by the Administrative
      Agent or such Lender, and any of the Obligations continued, and the Obligations,
      or the liability of any other party upon or for any part thereof, or any
      collateral security or guaranty therefor or right of offset with respect
      thereto, may, from time to time, in whole or in part, be renewed, extended,
      amended, modified, accelerated, compromised, waived, surrendered or released
      by
      the Administrative Agent or any Lender, and any collateral security, guaranty
      or
      right of offset at any time held by the Administrative Agent or any Lender
      for
      the payment of the Obligations may be sold, exchanged, waived, surrendered
      or
      released. Neither the Administrative Agent nor any Lender shall have any
      obligation to protect, secure, perfect or insure any Lien at any time held
      by it
      as security for the Obligations or for this Guaranty or any property subject
      thereto. When making any demand hereunder against the Guarantor, the
      Administrative Agent or any Lender may, but shall be under no obligation to,
      make a similar demand on the Borrower or any Subsidiary Borrower, and any
      failure by the Administrative Agent or any Lender to make any such demand or
      to
      collect any payments from the Borrower or such Subsidiary Borrower or any
      release of the Borrower or any Subsidiary Borrower shall not relieve the
      Guarantor of its obligations or liabilities hereunder, and shall not impair
      or
      affect the rights and remedies, express or implied, or as a matter of law,
      of
      the Administrative Agent or any Lender against the Guarantor. For the purposes
      hereof “demand” shall include the commencement and continuance of any legal
      proceedings. 

     

    2.4  Guaranty
      Absolute and Unconditional.
      The
      Guarantor waives any and all notice of the creation, renewal, extension or
      accrual of any of the Obligations and notice of or proof of reliance by the
      Administrative Agent or any Lender upon this Guaranty or acceptance of this
      Guaranty; the Obligations, and any of them, shall conclusively be deemed to
      have
      been created, contracted or incurred, or renewed, extended, amended or waived,
      in reliance upon this Guaranty; and all dealings between the Borrower or


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    any
      Subsidiary Borrower and the Guarantor, on the one hand, and the Administrative
      Agent and the Lenders, on the other, shall likewise be conclusively presumed
      to
      have been had or consummated in reliance upon this Guaranty. The Guarantor
      waives diligence, presentment, protest, demand for payment and notice of default
      or nonpayment to or upon the Borrower, any Subsidiary Borrower or the Guarantor
      with respect to the Obligations. This Guaranty shall be construed as a
      continuing, absolute and unconditional guaranty of payment without regard to
      (a) the validity or enforceability of the Credit Agreement, any of the
      Obligations or any other collateral security therefor or guaranty or right
      of
      offset with respect thereto at any time or from time to time held by the
      Administrative Agent or any Lender, (b) any defense, set-off or
      counterclaim (other than a defense of payment or performance) which may at
      any
      time be available to or be asserted by the Borrower or any Subsidiary Borrower
      against the Administrative Agent or any Lender, or (c) any other
      circumstance whatsoever (with or without notice to or knowledge of the Borrower,
      such Subsidiary Borrower or the Guarantor) which constitutes, or might be
      construed to constitute, an equitable or legal discharge of the Borrower or
      such
      Subsidiary Borrower for its Obligations, or of the Guarantor under this
      Guaranty, in bankruptcy or in any other instance. When pursuing its rights
      and
      remedies hereunder against the Guarantor, the Administrative Agent and any
      Lender may, but shall be under no obligation to, pursue such rights and remedies
      as it may have against the Borrower, any Subsidiary Borrower or any other Person
      or against any collateral security or guaranty for the Obligations or any right
      of offset with respect thereto, and any failure by the Administrative Agent
      or
      any Lender to pursue such other rights or remedies or to collect any payments
      from the Borrower, any Subsidiary Borrower or any such other Person or to
      realize upon any such collateral security or guaranty or to exercise any such
      right of offset, or any release of the Borrower, such Subsidiary Borrower or
      any
      such other Person or of any such collateral security, guaranty or right of
      offset, shall not relieve the Guarantor of any liability hereunder, and shall
      not impair or affect the rights and remedies, whether express, implied or
      available as a matter of law, of the Administrative Agent or any Lender against
      the Borrower or such Subsidiary Borrower. This Guaranty shall remain in full
      force and effect and be binding in accordance with and to the extent of its
      terms upon the Guarantor and its successors and assigns thereof, and shall
      inure
      to the benefit of the Administrative Agent and the Lenders, and their respective
      successors, indorsees, transferees and assigns, until the occurrence of a
      Termination Event, notwithstanding that from time to time during the term of
      the
      Credit Agreement the Borrower and Subsidiary Borrowers may be free from any
      Obligations.

     

    2.5  Reinstatement.
      This
      Guaranty shall continue to be effective, or be reinstated, as the case may
      be,
      if at any time payment, or any part thereof, of any of the Obligations is
      rescinded or must otherwise be restored or returned by the Administrative Agent
      or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
      reorganization of the Borrower or any Subsidiary Borrower or upon or as a result
      of the appointment of a receiver, intervenor or conservator of, or trustee
      or
      similar officer for, the Borrower or any Subsidiary Borrower or any substantial
      part of the Borrower’s or such Subsidiary Borrower’s property, or otherwise, all
      as though such payments had not been made.

     

    2.6  Payments.
      The
      Guarantor hereby guaranties that payments hereunder will be paid to the
      Administrative Agent without set-off or counterclaim in Dollars at the Funding
      Office.

     

     

    SECTION
      3.  REPRESENTATIONS
      AND WARRANTIES

     

    The
      Guarantor hereby represents and warrants to the Administrative
      Agent
      and each Lender that:

     

    3.1  Corporate
      Existence and Power.
      The
      Guarantor has been duly organized and is validly existing in good standing
      under
      the laws of its jurisdictions of organization and is in good standing or has
      applied for authority to operate as a foreign corporation or other organization
      in all jurisdictions where the nature of its properties or business so requires
      it and where a failure to be in good standing as a foreign

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     corporation
      would reasonably be expected to have a material adverse effect on the business,
      assets, operations or condition, financial or otherwise, of the Guarantor.
      The
      Guarantor has the corporate power to execute, deliver and perform its
      obligations under this Guaranty.

     

    3.2  Corporate
      Authority, No Violation and Compliance with Law.
      The
      execution, delivery and performance of this Guaranty (a) have been duly
      authorized by all necessary corporate action on the part of the Guarantor,
      (b)
      will not violate any provision of any Applicable Law (including any laws related
      to franchising) applicable to the Guarantor or any of its respective properties
      or assets, (c) will not violate any provision of the certificate of
      incorporation or by-laws of the Guarantor and (d) will not violate or be in
      conflict with, result in a breach of, or constitute (with due notice or lapse
      of
      time or both) a default under, any material indenture, bond, note, instrument
      or
      any other material agreement to which the Guarantor is a party or by which
      the
      Guarantor or any of its respective properties or assets are bound.

     

    3.3  Enforceability.
      This
      Guaranty constitutes a legal, valid and binding obligation of the Guarantor
      (enforceable in accordance with its terms subject to applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting
      creditors’ rights generally and subject to general principles of equity,
      regardless of whether considered in a proceeding in equity or at law). The
      Guarantor agrees that the representations and warranties contained in this
      Section 3.3 shall be deemed to have been made by the Guarantor on the date
      of
      each borrowing by the Borrower or any Subsidiary Borrower under the Credit
      Agreement on and as of such date of borrowing as though made hereunder on and
      as
      of such date.

     

     

    SECTION
      4.  THE
      ADMINISTRATIVE AGENT

     

     

    The
      Guarantor acknowledges that the rights and responsibilities of the
      Administrative Agent under this Guaranty with respect to any action taken by
      the
      Administrative Agent or the exercise or non-exercise by the Administrative
      Agent
      of any option, voting right, request, judgment or other right or remedy provided
      for herein or resulting or arising out of this Guaranty shall, as between the
      Administrative Agent and the Lenders, be governed by the Credit Agreement and
      by
      such other agreements with respect thereto as may exist from time to time among
      them, but, as between the Administrative Agent and the Guarantor, the
      Administrative Agent shall be conclusively presumed to be acting as agent for
      the Lenders with full and valid authority so to act or refrain from acting,
      and
      the Guarantor shall not be under any obligation, or entitlement, to make any
      inquiry respecting such authority.

     

     

    SECTION
      5.  MISCELLANEOUS

     

    5.1  Amendments
      in Writing.
      None of
      the terms or provisions of this Guaranty may be waived, amended, supplemented
      or
      otherwise modified except by a written instrument executed by the Guarantor
      and
      the Administrative Agent; provided
      that any
      provision (other than Section 5.13) of this Guaranty may be waived by the
      Administrative Agent and the Lenders in a letter or agreement executed by the
      Administrative Agent and the Guarantor or by facsimile or other electronic
      transmission from the Administrative Agent.

     

    5.2  Notices.
      All
      notices, requests and demands to or upon the Administrative Agent or the
      Guarantor hereunder shall be effected in the manner provided for in Section
      10.1
      of the Credit Agreement; provided that any such notice, request or demand to
      or
      upon the Guarantor shall be addressed to the Guarantor at its notice address
      set
      forth on Schedule 1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.3  No
      Waiver by Course of Conduct; Cumulative Remedies.
      Neither
      the Administrative Agent nor any Lender shall by any act (except by a written
      instrument pursuant to Section 5.1), delay, indulgence, omission or otherwise
      be
      deemed to have waived any right or remedy hereunder or to have acquiesced in
      any
      Default or Event of Default. No failure to exercise, nor any delay in
      exercising, on the part of the Administrative Agent or any Lender, any right,
      power or privilege hereunder shall operate as a waiver thereof. No single or
      partial exercise of any right, power or privilege hereunder shall preclude
      any
      other or further exercise thereof or the exercise of any other right, power
      or
      privilege. A waiver by the Administrative Agent or any Lender of any right
      or
      remedy hereunder on any one occasion shall not be construed as a bar to any
      right or remedy which the Administrative Agent or such Lender would otherwise
      have on any future occasion. The rights and remedies herein provided are
      cumulative, may be exercised singly or concurrently and are not exclusive of
      any
      other rights or remedies provided by law.

     

    5.4  Enforcement
      Expenses; Indemnification.
      (a)
      The
      Guarantor agrees to pay or reimburse each Lender and the Administrative Agent
      for all its reasonable documented out-of-pocket costs and expenses incurred
      in
      collecting against the Guarantor under this Guaranty, as applicable, or
      otherwise enforcing or preserving any rights under this Guaranty, including,
      without limitation, the reasonable fees and disbursements of counsel (including
      the allocated fees and expenses of in-house counsel) to each Lender and of
      counsel to the Administrative Agent; provided,
      however,
      that
      the Guarantor shall not be liable for the fees and expenses of more than one
      separate firm for the Lenders (unless there shall exist an actual conflict
      of
      interest among such Persons, and in such case, not more than two separate firms)
      in connection with any one such action or any separate, but substantially
      similar or related actions in the same jurisdiction, nor shall the Guarantor
      be
      liable for any settlement or proceeding effected without the Guarantor’s written
      consent.

     

    (b)  The
      Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
      harmless from, any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever with respect to the execution, delivery, enforcement,
      performance and administration of this Guaranty to the extent the Borrower
      would
      be required to do so pursuant to Section 10.5 of the Credit
      Agreement.

     

    5.5  Successors
      and Assigns.
      This
      Guaranty shall be binding upon the successors and assigns of the Guarantor
      and
      shall inure to the benefit of the Administrative Agent and the Lenders and
      their
      successors and assigns; provided that the Guarantor may not assign, transfer
      or
      delegate any of its rights or obligations under this Guaranty without the prior
      written consent of the Administrative Agent.

     

    5.6  Set-Off.
      The
      Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender
      at any time and from time to time while an Event of Default shall have occurred
      and be continuing, without notice to the Guarantor, any such notice being
      expressly waived by the Guarantor, to set-off and appropriate and apply any
      and
      all deposits (general or special, time or demand, provisional or final), in
      any
      currency, and any other credits, indebtedness or claims, in any currency, in
      each case whether direct or indirect, absolute or contingent, matured or
      unmatured, at any time held or owing by the Administrative Agent or such Lender
      to or for the credit or the account of the Guarantor, or any part thereof in
      such amounts as the Administrative Agent or such Lender may elect, against
      and
      on account of the obligations and liabilities of the Guarantor to the
      Administrative Agent or such Lender hereunder and claims of every nature and
      description of the Administrative Agent or such Lender against the Guarantor,
      in
      any currency, whether arising hereunder, under the Credit Agreement, any other
      Fundamental Document or otherwise, as the Administrative Agent or such Lender
      may elect, whether or not the Administrative Agent or any Lender has made any
      demand for payment and although such obligations, liabilities and claims may
      be
      contingent or unmatured. The Administrative Agent and each Lender shall notify
      the Guarantor promptly of any such set-off and the application made by the
      Administrative Agent or such Lender of the proceeds thereof, provided that
      the
      failure to give such notice shall not affect the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    validity
      of such set-off and application. The rights of the Administrative Agent and
      each
      Lender under this Section 5.6 are in addition to other rights and remedies
      (including, without limitation, other rights of set-off) which the
      Administrative Agent or such Lender may have.

     

    5.7  Severability.
      Any
      provision of this Guaranty which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    5.8  Section
      Headings.
      The
      Section headings used in this Guaranty are for convenience of reference only
      and
      are not to affect the construction hereof or be taken into consideration in
      the
      interpretation hereof.

     

    5.9  Integration.
      This
      Guaranty represents the agreement of the Guarantor, the Administrative Agent
      and
      the Lenders with respect to the subject matter hereof and there are no promises,
      undertakings, representations or warranties by the Guarantor, Administrative
      Agent or any Lender relative to subject matter hereof and thereof not expressly
      set forth or referred to herein.

     

    5.10 GOVERNING
      LAW.
      THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS GUARANTY
      SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
      LAW
      OF THE STATE OF NEW YORK.

     

    5.11  Submission
      To Jurisdiction; Waivers.
      The
      Guarantor hereby irrevocably and unconditionally:

     

    (a)  submits
      for itself and its property in any legal action or proceeding relating to this
      Guaranty, or for recognition and enforcement of any judgment in respect thereof,
      to the non-exclusive general jurisdiction of the courts of the State of New
      York, the courts of the United States of America for the Southern District
      of New York, and appellate courts from any thereof;

     

    (b)  consents
      that any such action or proceeding may be brought in such courts and waives
      any
      objection that it may now or hereafter have to the venue of any such action
      or
      proceeding in any such court or that such action or proceeding was brought
      in an
      inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to the Guarantor at its address referred
      to in Section 5.2 or at such other address of which the Administrative Agent
      shall have been notified pursuant thereto;

     

    (d)  agrees
      that nothing herein shall affect the right to effect service of process in
      any
      other manner permitted by law or shall limit the right to sue in any other
      jurisdiction; and

     

    (e)  waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this Section any
      special, exemplary, punitive or consequential damages.

     

    5.12  Acknowledgements.
      The
      Guarantor hereby acknowledges that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)  it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Guaranty;

     

    (b)  neither
      the Administrative Agent nor any Lender has any fiduciary relationship with
      or
      duty to the Guarantor arising out of or in connection with this Guaranty, and
      the relationship between the Guarantor, on the one hand, and the Administrative
      Agent and Lenders, on the other hand, in connection herewith or therewith is
      solely that of debtor and creditor; and

     

    (c)  no
      joint
      venture is created hereby or otherwise exists by virtue of the transactions
      contemplated hereby among the Lenders or among the Guarantor and the
      Lenders.

     

    5.13  Releases.
      Notwithstanding any provision contained in this Guaranty to the contrary, (i)
      upon the occurrence of a Termination Event, this Guaranty and all obligations
      of
      the Guarantor hereunder shall unconditionally terminate, all without delivery
      of
      any instrument or performance of any act by any party and (ii) this Section
      5.13
      shall not be waived, amended, modified, supplemented or nullified without the
      prior written consent of the Guarantor.

     

    5.14 WAIVER
      OF JURY TRIAL.
      THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
      ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY AND FOR ANY COUNTERCLAIM
      THEREIN.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     



    IN
      WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be duly
      executed and delivered as of the date first above written.

     

    


     

    
      	 	 	 	
              CENDANT
                CORPORATION

               

            	 
	 	 	
              By:

            	
              /s/
                David B. Wyshner

            	 
	 	 	 	
              Name:
                David B. Wyshner

              Title:
                Executive Vice President and Treasurer

            	 


    

    


     

    


    


     


    
      
        
          SIGNATURE
            PAGE TO GUARANTY

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      1

     

    NOTICE
      ADDRESSES OF GUARANTORS

     

    


     

    Cendant
      Corporation

    1
      Campus
      Drive

    Parsippany,
      New Jersey 07054

    Attention:
      David B. Wyshner

    Telecopy:
      (973) 496-5080

    Telephone:
      (973) 496-7938