“Multiple Employer Plan” means: a single employer plan, as defined in [Section 4001(a)(15)] of ERISA, that # is maintained for employees of any Group Member or any Commonly Controlled Entity and at least one person other than a Group Member or a Commonly Controlled Entity or # was so maintained and in respect of which any Group Member or a Commonly Controlled Entity could have liability under [Section 4064 or 4069]9] of ERISA in the event such plan has been or were to be terminated.

“Commonly Controlled Entity” means an entity, whether or not incorporated, that is under common control with the Parent within the meaning of [Section 4001] of ERISA.

Each notice pursuant to this [Subsection 7.7] shall be accompanied by a statement of a Responsible Officer of the Borrower Representative (and, if applicable, the relevant Commonly Controlled Entity or Restricted Subsidiary) setting forth details of the occurrence referred to therein and stating what action the Borrower Representative (or, if applicable, the relevant Commonly Controlled Entity or Restricted Subsidiary) proposes to take with respect thereto.

Subject to any applicable time periods provided under [Schedule 3.6] to the Credit Agreement, each Grantor shall # establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at [[Wells Fargo:Organization]] or one or more of the other banks set forth on [Schedule 3] (each a "Controlled Account Bank"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account Bank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and # deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a Controlled Account.

"Commonly Controlled Entity" means an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Code.

Entity. As used in this Agreement, the term the “Company” shall include, as applicable, Hilton Resorts Corporation, the Company’s employer entity that is wholly owned by the Company.

“Single Employer Plan”: any Plan (other than a Multiemployer plan) that is covered by Section 412 of the Code or [Section 302] or Title IV of ERISA and is maintained or contributed to by the Company or any Commonly Controlled Entity.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in [Section 4001(a)(3)] of ERISA and in respect of which the Borrower or a Commonly Controlled Entity participates or is required to make contributions with respect thereto.

“ERISA Event” means: # a Reportable Event with respect to a Plan; # a withdrawal by any Borrower or any Commonly Controlled Entity from a Plan subject to [Section 4063] of ERISA during a plan year in which it was a substantial employer (as defined in [Section 4001(a)(2)] of ERISA) or a cessation of operations that is treated as such a withdrawal under [Section 4062(e)] of ERISA; # a complete or partial withdrawal by any Borrower or any Commonly Controlled Entity from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; # the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under [Section 4041 or 4041A]A] of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan; # an event or condition which constitutes grounds under [Section 4042] of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or # the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under [Section 4007] of ERISA, upon any Borrower or any Commonly Controlled Entity.

. The Borrower and each Commonly Controlled Entity have satisfied the minimum funding standard (as defined in [section 302] of ERISA and [section 412] of the Code), with respect to each Plan (other than a Multiemployer Plan), and no waiver of such minimum funding standard has been sought or granted. No liability to the PBGC has been or is expected by the Borrower or any Commonly Controlled Entity to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Borrower or any Commonly Controlled Entity which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a whole. The funding target attainment percentage (as defined in [section 303(d)] of ERISA and [section 430(d)] of the Code) for each Plan (other than a Multiemployer Plan) is not less than eighty percent (80%). Neither the Borrower nor any Commonly Controlled Entity has incurred or currently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance of the Notes will be exempt from or will not involve any transaction which is subject to the prohibitions of [section 406] of ERISA and will not involve any transaction in connection with which a penalty could be imposed under [section 502(i)] of ERISA or a tax could be imposed pursuant to [section 4975] of the Code.