Common use of Restricted Transaction Clause in Contracts

Restricted Transaction. The Loan Parties and their Affiliates shall not enter into, or agree to enter into, any Restricted Transaction. Notwithstanding the foregoing, a Loan Party or its Affiliates (other than Borrower or Pledgor) may enter into a loan transaction described in clauses (i) and (ii) of the definition of “Restricted Transaction” that will be secured by Hilton Shares, HGV Shares and Park Shares (in each case, other than any Collateral Shares) (such Shares, the “Permitted Transaction Collateral Shares”) provided that each of the following conditions is satisfied with respect thereto: (i)(a) such Loan Party or Affiliate of a Loan Party purchases the Permitted Transaction Collateral Shares in a transaction that does not decrease the Free Float with respect to any of the Shares or (b) such Loan Party or its Affiliate purchases an amount of Permitted Transaction Collateral Shares in an amount required to maintain its ownership percentage in a relevant Issuer as of the Effective Date in a rights offering or similar dilutive share offering by that Issuer, (ii) Borrower gives commercially reasonable advance notice taking into account the size and complexity of the proposed loan transaction (which shall, in any event, be no less than 15 Business Days’ advance notice) of such financing to each Lender describing such proposed transaction in reasonable detail, including any events of default, cancellation events, early termination events or other early unwind provisions or provisions giving rise to a right of foreclosure (in each case, however defined) or any collateral trigger or other similar provisions, (iii) the amount of financing to be advanced in such financing does not exceed 50% of the market value of the Permitted Transaction Collateral Shares as of the time such advance is funded, (iv) the sum of (a) the commitment amount under such proposed financing, (b) the aggregate principal amount outstanding and aggregate amount of undrawn commitments under any other financings secured by the Permitted Transaction Collateral Shares at such time, (c) the Initial Commitment Amount and (d) the Subsequent Commitment Amount does not, in the aggregate, exceed $6 billion, (v) each Lender has a right to elect to materially participate in such financing on the same terms as the proposed lender(s) for such financing and (vi) to the extent that the terms of such financing relating to LTV triggers, mandatory prepayment events and/or events of default put lenders in such financing in an advantageous position vis-à -vis Lenders hereunder, as determined by Calculation Agent, the entry into such financing may constitute a Facility Adjustment Event hereunder and Calculation Agent may effect adjustments in accordance with Section 10.01 (such financing, a “Permitted Loan Transaction”).

Restricted Transaction. The Loan Parties and their Affiliates shall not enter into, or agree to enter into, any Restricted Transaction. Notwithstanding the foregoing, a Loan Party or its Affiliates (other than Borrower or Pledgor) may enter into a loan transaction described in clauses (i) and (ii) of the definition of “Restricted Transaction” that will be secured by Hilton Shares, HGV Shares and Park Shares (in each case, other than any Collateral Shares) (such Shares, the “Permitted Transaction Collateral Shares”) provided that each of the following conditions is satisfied with respect thereto: (i)(a) such Loan Party or Affiliate of a Loan Party purchases the Permitted Transaction Collateral Shares in a transaction that does not decrease the Free Float with respect to any of the Shares or (b) such Loan Party or its Affiliate purchases an amount of Permitted Transaction Collateral Shares in an amount required to maintain its ownership percentage in a relevant Issuer as of the Effective Date in a rights offering or similar dilutive share offering by that Issuer, (ii) Borrower gives commercially reasonable advance notice taking into account the size and complexity of the proposed loan transaction (which shall, in any event, be no less than 15 Business Days’ advance notice) of such financing to each Lender describing such proposed transaction in reasonable detail, including any events of default, cancellation events, early termination events or other early unwind provisions or provisions giving rise to a right of foreclosure (in each case, however defined) or any collateral trigger or other similar provisions, (iii) the amount of financing to be advanced in such financing does not exceed 50% of the market value of the Permitted Transaction Collateral Shares as of the time such advance is funded, (iv) the sum of (a) the commitment amount under such proposed financing, (b) the aggregate principal amount outstanding and aggregate amount of undrawn commitments under any other financings secured by the Permitted Transaction Collateral Shares at such time, and (c) the Initial Commitment Amount and (d) the Subsequent Commitment Amount of $3 billion does not, in the aggregate, exceed $6 billion, (v) each Lender has a right to elect to materially participate in such financing on the same terms as the proposed lender(s) for such financing and (vi) to the extent that the terms of such financing relating to LTV triggers, mandatory prepayment events and/or events of default put lenders in such financing in an advantageous position vis-à -vis à-vis Lenders hereunder, as determined by Calculation Agent, the entry into such financing may constitute a Facility Adjustment Event hereunder and Calculation Agent may effect adjustments in accordance with Section 10.01 (such financing, a “Permitted Loan Transaction”).