Common use of Parent Liabilities Clause in Contracts

Parent Liabilities. For so long as the Parent is not a Guarantor, no Parent Entity shall incur, assume or permit to exist any liabilities other than: (i) liabilities (xv) incidental to its status as a publicly traded real estate investment trust under the Internal Revenue Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, banker engagement letters, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Spin-Off, and liabilities under the Term Loan Agreement (to the extent consistent with the liabilities of the Parent hereunder), this Agreement or any other Loan Document, (yw) arising pursuant to (A) the PK Merger Agreement or (B) any other merger, purchase, acquisition or other similar agreements of the type consistent with liabilities arising pursuant to the PK Merger Agreement (together with other liabilities incidental thereto), in each case other than liabilities constituting Indebtedness, or (zx ) that are less than or substantially equivalent to Parent’s (or any Parent Entity’s) liabilities under this Agreement that arise under any documentation evidencing Indebtedness (including the Term Loan Documents, any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement) of the Company or any of its Subsidiaries that is pari passu or junior to the Obligations;, (y) constituting obligations to satisfy any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement, in either case, solely by the issuance of Equity Interests of the Parent not constituting Mandatorily Redeemable Stock (or, to the extent permitted under this Agreement, making cash payments in lieu of fractional shares in connection with any conversion request) or (z) constituting the Acceptable Preferred Equity Interests upon consummation of the PK Domestic Holdco Reorganization Transactions. (ii) nonconsensual obligations imposed by operation of Applicable Law; (iii) obligations of the Parent (1) in the form of guarantees of Customary Non-Recourse Exceptions, (2) constituting contingent obligations in relation to ground or building leases either (x) in existence on the Agreement Date in respect of which the Parent was a primary obligor prior to the Spin-Off or (y) thereafter to the extent acceptable to the Administrative Agent, (3) solely to the extent neither the Company nor any of its Subsidiaries shall have any liabilities or other obligations in respect thereof, in relation to the Existing Parent Debt, (4) in respect of Hilton/HGV Retained Liabilities retained, assumed or indemnified by Hilton or HGV pursuant to the Distribution Agreement or the Ancillary Agreements to the extent such retention, assumption or indemnification of such Hilton/HGV Retained Liabilities by Hilton, HGV or their respective Affiliates (other than the Parent and its Subsidiaries) shall not be subject to dispute for a period greater than 45 days following the receipt of a written notice of an Agreement Dispute pursuant to Article IX of the Distribution Agreement or otherwise determined to be unenforceable, (5) in respect of liabilities of the Parent (other than to the extent constituting Indebtedness) (x) with respect to “Ownership Liabilities” (as defined in the Distribution Agreement) or (y) pursuant to the Ancillary Agreements entered into by the Parent on or prior to the Revolving Credit Effective Date, (6) arising under preferred equity (other than Mandatorily Redeemable Stock) issued by any Parent Entity, and (7) not constituting Indebtedness, that may be satisfied solely by the issuance of any common equity or preferred equity (other than Mandatorily Redeemable Stock) of the Parent in relation to transactions otherwise permitted hereunder; and (iv) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to the Company or any Subsidiary of the Company.

Parent Liabilities. For so long as the Parent is not a Guarantor, no Parent Entity shall incur, assume or permit to exist any liabilities other than: (i) liabilities (xvv) incidental to its status as a publicly traded real estate investment trust under the Internal Revenue Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, banker engagement letters, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Spin-Off, and liabilities under the Term Loan Existing Credit Agreement (to the extent consistent with the liabilities of the Parent hereunder), this Agreement or any other Loan Document, (yww) arising pursuant to the (A) the PK Merger Agreement or (B) any other merger, purchase, acquisition or other similar agreements of the type consistent with liabilities arising pursuant to the PK Merger Agreement (together with other liabilities incidental thereto), in each case other than liabilities constituting Indebtedness, or (zx x) that are less than or substantially equivalent to the Parent’s (or any Parent Entity’s) liabilities under this Agreement that arise under any documentation evidencing Indebtedness (including the Term Loan DocumentsExisting Credit Agreement as in effect on the Closing Date and the other loan documents entered (or required to be entered) into pursuant to the Existing Credit Agreement as in effect on the Closing Date, any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement) of the Company or any of its Subsidiaries that is pari passu or junior to the Obligations;, (y) constituting obligations to satisfy any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement, in either case, solely by the issuance of Equity Interests of the Parent not constituting Mandatorily Redeemable Stock (or, to the extent permitted under this Agreement, making cash payments in lieu of fractional shares in connection with any conversion request) or (z) constituting the Acceptable Preferred Equity Interests upon consummation of the PK Domestic Holdco Reorganization Transactions.; (ii) nonconsensual obligations imposed by operation of Applicable Law; (iii) obligations of the Parent (1) in the form of guarantees of Customary Non-Recourse Exceptions, (2) constituting contingent obligations in relation to ground or building leases either (x) in existence on the Agreement Closing Date in respect of which the Parent was a primary obligor prior to the Spin-Off or (y) thereafter to the extent acceptable to the Administrative Agent, (3) solely to the extent neither the Company nor any of its Subsidiaries shall have any liabilities or other obligations in respect thereof, in relation to the Existing Parent Debt, (4) in respect of Hilton/HGV Retained Liabilities retained, assumed or indemnified by Hilton or HGV pursuant to the Distribution Agreement or the Ancillary Agreements to the extent such retention, assumption or indemnification of such Hilton/HGV Retained Liabilities by Hilton, HGV or their respective Affiliates (other than the Parent and its Subsidiaries) shall not be subject to dispute for a period greater than 45 days following the receipt of a written notice of an Agreement Dispute pursuant to Article IX of the Distribution Agreement or otherwise determined to be unenforceable, (5) in respect of liabilities of the Parent (other than to the extent constituting Indebtedness) (x) with respect to “Ownership Liabilities” (as defined in the Distribution Agreement) or (y) pursuant to the Ancillary Agreements entered into by the Parent on or prior to the Revolving Credit Effective Date (as defined in the Existing Credit Agreement as in effect on the Closing Date), (6) arising under preferred equity (other than Mandatorily Redeemable Stock) issued by any Parent Entity, and (7) not constituting Indebtedness, that may be satisfied solely by the issuance of any common equity or preferred equity (other than Mandatorily Redeemable Stock) of the Parent in relation to transactions otherwise permitted hereunder; and (iv) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to the Company or any Subsidiary of the Company.

Parent Liabilities. For so long as the Parent is not a Guarantor, no Parent Entity shall incur, assume or permit to exist any liabilities other than: (i) liabilities (xvx) incidental to its status as a publicly traded real estate investment trust under the Internal Revenue Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, banker engagement letters, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Spin-Off, and liabilities under the Term Loan Existing Credit Agreement (to the extent consistent with the liabilities of the Parent hereunder), this Agreement or any other Loan Document, (ywy) arising pursuant to the (A) the PK Merger Agreement or (B) any other merger, purchase, acquisition or other similar agreements of the type consistent with liabilities arising pursuant to the PK Merger Agreement (together with other liabilities incidental thereto), in each case other than liabilities constituting Indebtedness, or (zx z) that are less than or substantially equivalent to the Parent’s (or any Parent Entity’s) liabilities under this Agreement that arise under any documentation evidencing Indebtedness (including the Term Loan Documents, any Permitted Capital Markets Indebtedness Existing Credit Agreement as in effect on the Closing Date and the other loan documents entered (or unsecured convertible Indebtedness permitted under this Agreementrequired to be entered) into pursuant to the Existing Credit Agreement as in effect on the Closing Date) of the Company or any of its Subsidiaries that is pari passu or junior to the Obligations;, (y) constituting obligations to satisfy any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement, in either case, solely by the issuance of Equity Interests of the Parent not constituting Mandatorily Redeemable Stock (or, to the extent permitted under this Agreement, making cash payments in lieu of fractional shares in connection with any conversion request) or (z) constituting the Acceptable Preferred Equity Interests upon consummation of the PK Domestic Holdco Reorganization Transactions. (ii) nonconsensual obligations imposed by operation of Applicable Law; (iii) obligations of the Parent (1) in the form of guarantees of Customary Non-Recourse Exceptions, (2) constituting contingent obligations in relation to ground or building leases either (x) in existence on the Agreement Closing Date in respect of which the Parent was a primary obligor prior to the Spin-Off or (y) thereafter to the extent acceptable to the Administrative Agent, (3) solely to the extent neither the Company nor any of its Subsidiaries shall have any liabilities or other obligations in respect thereof, in relation to the Existing Parent Debt, (4) in respect of Hilton/HGV Retained Liabilities retained, assumed or indemnified by Hilton or HGV pursuant to the Distribution Agreement or the Ancillary Agreements to the extent such retention, assumption or indemnification of such Hilton/HGV Retained Liabilities by Hilton, HGV or their respective Affiliates (other than the Parent and its Subsidiaries) shall not be subject to dispute for a period greater than 45 days following the receipt of a written notice of an Agreement Dispute pursuant to Article IX of the Distribution Agreement or otherwise determined to be unenforceable, (5) in respect of liabilities of the Parent (other than to the extent constituting Indebtedness) (x) with respect to “Ownership Liabilities” (as defined in the Distribution Agreement) or (y) pursuant to the Ancillary Agreements entered into by the Parent on or prior to the Revolving Credit Effective Date (as defined in the Existing Credit Agreement as in effect on the Closing Date), (6) arising under preferred equity (other than Mandatorily Redeemable Stock) issued by any Parent Entity, and (7) not constituting Indebtedness, that may be satisfied solely by the issuance of any common equity or preferred equity (other than Mandatorily Redeemable Stock) of the Parent in relation to transactions transaction otherwise permitted hereunder; and (iv) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to the Company or any Subsidiary of the Company.

Parent Liabilities. For so long as the Parent is not a Guarantor, no Parent Entity shall incur, assume or permit to exist any liabilities other than: (i) liabilities (xv) incidental to its status as a publicly traded real estate investment trust under the Internal Revenue Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, banker engagement letters, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Spin-Off, and liabilities under the Term Loan Agreement (to the extent consistent with the liabilities of the Parent hereunder), this Agreement or any other Loan Document, (yw) arising pursuant to (A) the PK Merger Agreement or (B) any other merger, purchase, acquisition or other similar agreements of the type consistent with liabilities arising pursuant to the PK Merger Agreement (together with other liabilities incidental thereto), in each case other than liabilities constituting Indebtedness, or (zx ) that are less than or substantially equivalent to Parent’s (or any Parent Entity’s) liabilities under this Agreement that arise under any documentation evidencing Indebtedness (including the Term Loan Documents, any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement) of the Company or any of its Subsidiaries that is pari passu or junior to the Obligations;, (y) constituting obligations to satisfy any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement, in either case, solely by the issuance of Equity Interests of the Parent not constituting Mandatorily Redeemable Stock (or, to the extent permitted under this Agreement, making cash payments in lieu of fractional shares in connection with any conversion request) or (z) constituting the Acceptable Preferred Equity Interests upon consummation of the PK Domestic Holdco Reorganization Transactions. (ii) nonconsensual obligations imposed by operation of Applicable Law; (iii) obligations of the Parent (1) in the form of guarantees of Customary Non-Recourse Exceptions, (2) constituting contingent obligations in relation to ground or building leases either (x) in existence on the Agreement Date in respect of which the Parent was a primary obligor prior to the Spin-Off or (y) thereafter to the extent acceptable to the Administrative Agent, (3) solely to the extent neither the Company nor any of its Subsidiaries shall have any liabilities or other obligations in respect thereof, in relation to the Existing Parent Debt, (4) in respect of Hilton/HGV Retained Liabilities retained, assumed or indemnified by Hilton or HGV pursuant to the Distribution Agreement or the Ancillary Agreements to the extent such retention, assumption or indemnification of such Hilton/HGV Retained Liabilities by Hilton, HGV or their respective Affiliates (other than the Parent and its Subsidiaries) shall not be subject to dispute for a period greater than 45 days following the receipt of a written notice of an Agreement Dispute pursuant to Article IX of the Distribution Agreement or otherwise determined to be unenforceable, or (5) in respect of liabilities of the Parent (other than to the extent constituting Indebtedness) (x) with respect to “Ownership Liabilities” (as defined in the Distribution Agreement) or (y) pursuant to the Ancillary Agreements entered into by the Parent on or prior to the Revolving Credit Effective Date, (6) arising under preferred equity (other than Mandatorily Redeemable Stock) issued by any Parent Entity, and (7) not constituting Indebtedness, that may be satisfied solely by the issuance of any common equity or preferred equity (other than Mandatorily Redeemable Stock) of the Parent in relation to transactions otherwise permitted hereunder; and (iv) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to the Company or any Subsidiary of the Company.

Parent Liabilities. For so long as the Parent is not a Guarantor, no Parent Entity shall incur, assume or permit to exist any liabilities other than: (i) liabilities (xv) incidental to its status as a publicly traded real estate investment trust under the Internal Revenue Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, banker engagement letters, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Spin-Off, and liabilities under the Term Loan Existing Credit Agreement (to the extent consistent with the liabilities of the Parent hereunder), this Agreement or any other Loan Document, (yw) arising pursuant to the (A) the PK Merger Agreement or (B) any other merger, purchase, acquisition or other similar agreements of the type consistent with liabilities arising pursuant to the PK Merger Agreement (together with other liabilities incidental thereto), in each case other than liabilities constituting Indebtedness, or (zx ) that are less than or substantially equivalent to the Parent’s (or any Parent Entity’s) liabilities under this Agreement that arise under any documentation evidencing Indebtedness (including the Term Loan DocumentsExisting Credit Agreement as in effect on the Closing Date and the other loan documents entered (or required to be entered) into pursuant to the Existing Credit Agreement as in effect on the Closing Date, any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement) of the Company or any of its Subsidiaries that is pari passu or to the Obligationsor junior to the Obligations;, (y) constituting obligations to satisfy any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement, in either case, solely by the issuance of Equity Interests of the Parent not constituting Mandatorily Redeemable Stock (or, to the extent permitted under this Agreement, making cash payments in lieu of fractional shares in connection with any conversion request) or (z) constituting the Acceptable Preferred Equity Interests upon consummation of the PK Domestic Holdco Reorganization Transactions.; (ii) nonconsensual obligations imposed by operation of Applicable Law; (iii) obligations of the Parent (1) in the form of guarantees of Customary Non-Recourse Exceptions, (2) constituting contingent obligations in relation to ground or building leases either (x) in existence on the Agreement Closing Date in respect of which the Parent was a primary obligor prior to the Spin-Off or (y) thereafter to the extent acceptable to the Administrative Agent, (3) solely to the extent neither the Company nor any of its Subsidiaries shall have any liabilities or other obligations in respect thereof, in relation to the Existing Parent Debt, (4) in respect of Hilton/HGV Retained Liabilities retained, assumed or indemnified by Hilton or HGV pursuant to the Distribution Agreement or the Ancillary Agreements to the extent such retention, assumption or indemnification of such Hilton/HGV Retained Liabilities by Hilton, HGV or their respective Affiliates (other than the Parent and its Subsidiaries) shall not be subject to dispute for a period greater than 45 days following the receipt of a written notice of an Agreement Dispute pursuant to Article IX of the Distribution Agreement or otherwise determined to be unenforceable, (5) in respect of liabilities of the Parent (other than to the extent constituting Indebtedness) (x) with respect to “Ownership Liabilities” (as defined in the Distribution Agreement) or (y) pursuant to the Ancillary Agreements entered into by the Parent on or prior to the Revolving Credit Effective Date (as defined in the Existing Credit Agreement as in effect on the Closing Date), (6) arising under preferred equity (other than Mandatorily Redeemable Stock) issued by any Parent Entity, and (7) not constituting Indebtedness, that may be satisfied solely by the issuance of any common equity or preferred equity (other than Mandatorily Redeemable Stock) of the Parent in relation to transactions transactiontransactions otherwise permitted hereunder; and (iv) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to the Company or any Subsidiary of the Company.

Parent Liabilities. For so long as the Parent is not a Guarantor, no Parent Entity shall incur, assume or permit to exist any liabilities other than: (i) liabilities (xvx) incidental to its status as a publicly traded real estate investment trust under the Internal Revenue Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, banker engagement letters, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Spin-Off, and liabilities under the Term Loan Agreement (to the extent consistent with the liabilities of the Parent hereunder), this Agreement or any other Loan DocumentDocument or, (ywy) arising pursuant to (A) the PK Merger Agreement or (B) any other merger, purchase, acquisition or other similar agreements of the type consistent with liabilities arising pursuant to the PK Merger Agreement (together with other liabilities incidental thereto), in each case other than liabilities constituting IndebtednessIndebtedness , or (zx z) that are less than or substantially equivalent to Parent’s (or any Parent Entity’s) liabilities under this Agreement that arise under any documentation evidencing Indebtedness (including the Term Loan Documents, any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement) of the Company or any of its Subsidiaries that is pari passu or junior to the Obligations;, (y) constituting obligations to satisfy any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement, in either case, solely by the issuance of Equity Interests of the Parent not constituting Mandatorily Redeemable Stock (or, to the extent permitted under this Agreement, making cash payments in lieu of fractional shares in connection with any conversion request) or (z) constituting the Acceptable Preferred Equity Interests upon consummation of the PK Domestic Holdco Reorganization Transactions. (ii) nonconsensual obligations imposed by operation of Applicable Law; (iii) obligations of the Parent (1) in the form of guarantees of Customary Non-Recourse Exceptions, (2) constituting contingent obligations in relation to ground or building leases either (x) in existence on the Agreement Date in respect of which the Parent was a primary obligor prior to the Spin-Off or (y) thereafter to the extent acceptable to the Administrative Agent, (3) solely to the extent neither the Company nor any of its Subsidiaries shall have any liabilities or other obligations in respect thereof, in relation to the Existing Parent Debt, (4) in respect of Hilton/HGV Retained Liabilities retained, assumed or indemnified by Hilton or HGV pursuant to the Distribution Agreement or the Ancillary Agreements to the extent such retention, assumption or indemnification of such Hilton/HGV Retained Liabilities by Hilton, HGV or their respective Affiliates (other than the Parent and its Subsidiaries) shall not be subject to dispute for a period greater than 45 days following the receipt of a written notice of an Agreement Dispute pursuant to Article IX of the Distribution Agreement or otherwise determined to be unenforceable, or (5) in respect of liabilities of the Parent (other than to the extent constituting Indebtedness) (x) with respect to “Ownership Liabilities” (as defined in the Distribution Agreement) or (y) pursuant to the Ancillary Agreements entered into by the Parent on or prior to the Revolving Credit Effective Date; and, (6) arising under preferred equity (other than Mandatorily Redeemable Stock) issued by any Parent Entity, and (7) not constituting Indebtedness, that may be satisfied solely by the issuance of any common equity or preferred equity (other than Mandatorily Redeemable Stock) of the Parent in relation to transactions otherwise permitted hereunder; and (iv) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to the Company or any Subsidiary of the Company.

Parent Liabilities. For so long as the Parent is not a Guarantor, no Parent Entity shall incur, assume or permit to exist any liabilities other than: (i) liabilities (xvv) incidental to its status as a publicly traded real estate investment trust under the Internal Revenue Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, banker engagement letters, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Spin-Off, and liabilities under the Term Loan Agreement (to the extent consistent with the liabilities of the Parent hereunder), this Agreement or any other Loan Document, (yww) arising pursuant to (A) the PK Merger Agreement or (B) any other merger, purchase, acquisition or other similar agreements of the type consistent with liabilities arising pursuant to the PK Merger Agreement (together with other liabilities incidental thereto), in each case other than liabilities constituting Indebtedness, or (zx x) that are less than or substantially equivalent to Parent’s (or any Parent Entity’s) liabilities under this Agreement that arise under any documentation evidencing Indebtedness (including the Term Loan Documents, any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement) of the Company or any of its Subsidiaries that is pari passu or junior to the Obligations;, (y) constituting obligations to satisfy any Permitted Capital Markets Indebtedness or unsecured convertible Indebtedness permitted under this Agreement, in either case, solely by the issuance of Equity Interests of the Parent not constituting Mandatorily Redeemable Stock (or, to the extent permitted under this Agreement, making cash payments in lieu of fractional shares in connection with any conversion request) or (z) constituting the Acceptable Preferred Equity Interests upon consummation of the PK Domestic Holdco Reorganization Transactions. (ii) nonconsensual obligations imposed by operation of Applicable Law; (iii) obligations of the Parent (1) in the form of guarantees of Customary Non-Recourse Exceptions, (2) constituting contingent obligations in relation to ground or building leases either (x) in existence on the Agreement Date in respect of which the Parent was a primary obligor prior to the Spin-Off or (y) thereafter to the extent acceptable to the Administrative Agent, (3) solely to the extent neither the Company nor any of its Subsidiaries shall have any liabilities or other obligations in respect thereof, in relation to the Existing Parent Debt, (4) in respect of Hilton/HGV Retained Liabilities retained, assumed or indemnified by Hilton or HGV pursuant to the Distribution Agreement or the Ancillary Agreements to the extent such retention, assumption or indemnification of such Hilton/HGV Retained Liabilities by Hilton, HGV or their respective Affiliates (other than the Parent and its Subsidiaries) shall not be subject to dispute for a period greater than 45 days following the receipt of a written notice of an Agreement Dispute pursuant to Article IX of the Distribution Agreement or otherwise determined to be unenforceable, (5) in respect of liabilities of the Parent (other than to the extent constituting Indebtedness) (x) with respect to “Ownership Liabilities” (as defined in the Distribution Agreement) or (y) pursuant to the Ancillary Agreements entered into by the Parent on or prior to the Revolving Credit Effective Date, (6) arising under preferred equity (other than Mandatorily Redeemable Stock) issued by any Parent Entity, and (7) not constituting Indebtedness, that may be satisfied solely by the issuance of any common equity or preferred equity (other than Mandatorily Redeemable Stock) of the Parent in relation to transactions otherwise permitted hereunder; and (iv) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to the Company or any Subsidiary of the Company.