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.

No Reportable Event has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. The present value of all accrued benefits under each Single Employer Plan maintained by Kimco or any Commonly Controlled Entity (based on those assumptions used to fund the Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. Neither any Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if such Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrowers and each Commonly Controlled Entity for post-retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) equals or exceeds the assets under all such Plans allocable to such benefits.

Controlled Accounts. Agent shall have received duly executed deposit account control agreements with respect to the Controlled Accounts in form and substance satisfactory to Agent;

Controlled Accounts. Agent hereby agrees # with respect to the SPE Proceeds Accounts, to only deliver a Control Notice upon the occurrence and during the continuance of Full Cash Dominion, # with respect to the SPE Storage Account, to only deliver a Control Notice upon the occurrence and during the continuance of Full Cash Dominion and # with respect to any DDA, to only deliver a Control Notice upon the occurrence and during the continuance of Full Cash Dominion.

Except for Permitted Activities (Drug-Relatives Activities in accordance with all laws, both terms defined below), Tenant shall not engage in any Drug-Related Activities and shall prohibit any use or occupancy of the Premises for Drug-Related Activities. Without limiting the generality of the foregoing, Tenant shall # not enter into an assignment or sublease, consent or permit any assignment or sublease which allows Drug-Related Activities to occur in the Premises, other than the Permitted Activities for the Permitted Uses, and # expressly prohibit in any assignment or sublease any Controlled Substances Uses (defined below) and Drug-Related Activities on any portion of the Premises other than Permitted Activities for the Permitted Uses. Tenant shall not knowingly make any payments to the Landlord derived from Drug-Related Activities, other than Permitted Activities for the Permitted Uses. The provisions of this Section 13.2 are intended and shall apply notwithstanding any state or local law permitting the Controlled Substances Uses or Drug-Related Activities.

“Plan”: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which Holdings or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

“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.

“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.

“Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with the Company within the meaning of [Section 4001(a)(14)] of ERISA or is part of a group that includes the Company and that is treated as a single employer under [Section 414(b) or (c)])] of the Code.

“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.