Common use of Trading and Other Restrictions Clause in Contracts

Trading and Other Restrictions. (a) Borrower owns all Collateral free and clear of Liens, other than Permitted Liens. Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrower, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan Documentation. (b) Borrower (or its Affiliate) acquired and paid the full purchase price for the Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of Borrower as to the Collateral Shares (in the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing Date. (c) The Collateral Shares (i) are not subject to any Transfer Restrictions, other than Existing Transfer Restrictions, (ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Collateral Shares, and do not require any opinions from Issuer’s counsel or other documentation, or the removal of any “stop transfer order” prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders agreement, investor rights agreements or any other similar agreements or any voting or other contractual restrictions other than the THL Voting Agreement and the Registration Rights Agreement. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.

Trading and Other Restrictions. (a) Borrower owns Borrowers collectively own all Collateral free and clear of Liens, other than Permitted Liens. Borrower has Borrowers have not made nor consented to, nor is Borrower are Borrowers aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of BorrowerBorrowers, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan Documentation. (b) Borrower 1 (or its AffiliateAffiliates) acquired and paid the full purchase price for the CDAY Shares which are Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of such Borrower as to the such Collateral Shares (in the hands of such Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on such date or, solely with respect to date. Borrower 2 (or its Affiliates) acquired and paid the full purchase price for the DNB Shares which are Collateral Shares on or before July 31, 2019 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of such Borrower as to such Collateral Shares (in the hands of an such Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on such date. Borrower 3 (or its Affiliates) acquired and solely paid the full purchase price for the ALIT Shares which are Collateral Shares on or before July 12, 2021 and has continuously owned such Collateral Shares since it acquired them and the holding period (Aas determined in accordance with Rule 144) at of such Borrower as to such Collateral Shares (in the hands of such Borrower and in the hands of any time during which Applicable Lender exercising its remedies under the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (BMargin Loan Documentation) after the Guarantee Termination Date, the Closing Datebegan on such date. (c) The Collateral Shares (i) are not subject to any Transfer Restrictions, other than the Existing Transfer Restrictions, (ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Collateral Shares, and do not require any opinions from Issuer’s Issuers’ counsel or other documentation, documentation or the removal of any “stop transfer order” prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders agreement, investor rights agreements or any other similar agreements or any voting or other contractual restrictions other than the THL ALIT Investor Rights Agreement, the ALIT Registration Rights Agreement, the ALIT Sponsor Agreement, the DNB Voting Agreement, the DNB Lock-Up Agreement, the DNB Stock Purchase Agreement, the DNB Registration Rights Agreement and the CDAY Registration Rights Agreement. (d) Each Loan Advance contemplated hereunder is entered into by Borrower Borrowers in good faith and at arm’s length and is a bona fide loan. Such Loan Advance is not entered into with an expectation that any Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a “bona fide pledge pledge” with recourse (all within the meaning of Rule 144(d)(3)(iv)) to secure Borrower’s Borrowers’ obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower Borrowers with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation. (A) The ALIT Issuer (a) has ceased to be an issuer described in Rule 144(i)(1)(i) under the Securities Act, (b) is subject to the reporting requirements of Section 13(a) and/or Section 15(d) of the Exchange Act, (c) has filed all reports and other materials required to be filed by Section 13(a) or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports), (d) has filed current “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act) with the SEC reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i), and (B) one year has elapsed from the date each of the ALIT Issuer filed its respective “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act).

Trading and Other Restrictions. (a) Each Borrower and General Partner owns all of its assets (including, in the case of each Borrower, all of the Collateral pledged pursuant to a Security Agreement) free and clear of Liens, other than Permitted Liens. . (b) No Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrowerits properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan DocumentationDocumentation and Permitted Liens. (bc) Borrower (or its Affiliate) Borrowers acquired the Collateral Shares pledged on the Closing Date and paid the full purchase price for therefor no later than the Collateral Shares on or before April 30Closing Date, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of Borrower as to the Collateral Shares (in the hands of each Borrower and in the hands of any Applicable each Lender exercising its remedies under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, began no later than the Closing Date. The Collateral Shares are eligible for resale pursuant to Rule 144A under the Securities Act. (cd) The Collateral Shares (i) are not subject to any Transfer RestrictionsRestrictions or Restrictive Conditions, other than Existing Permitted Transfer RestrictionsRestrictions or Permitted Restrictive Conditions, (ii) (x) do not contain any restrictive legends (it being understood that the Issuer Agreements do not constitute “restrictive legends” for this purpose) other than any legend set forth in the Securities Purchase Agreement as in effect on the certificates therefor or other similar types of restrictions on such Collateral Shares, date hereof and (y) do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order,” or the delivery of any documentation, prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders shareholders’ agreement, investor rights agreements agreement or any other similar agreements agreement or any voting or other contractual restrictions restriction, other than the THL Voting Securities Purchase Agreement, the Registration Rights Agreement and the Registration Rights AgreementIssuer Agreements. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.

Trading and Other Restrictions. (a) Borrower owns Borrowers collectively own all Collateral free and clear of Liens, other than Permitted Liens. Borrower has Borrowers have not made nor consented to, nor is Borrower are Borrowers aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of BorrowerBorrowers, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan Documentation. (b) Borrower 1 (or its AffiliateAffiliates) acquired and paid the full purchase price for the CDAY Shares which are Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of such Borrower as to the such Collateral Shares (in the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing Date.such (c) The Collateral Shares (i) are not subject to any Transfer Restrictions, other than CDAY Existing Transfer Restrictions and the DNB Existing Transfer Restrictions, (ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Collateral Shares, and do not require any opinions from Issuer’s Issuers’ counsel or other documentation, documentation or the removal of any “stop transfer order” prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders agreement, investor rights agreements or any other similar agreements or any voting or other contractual restrictions other than the THL DNB Voting Agreement, the DNB Lock-Up Agreement, the DNB Stock Purchase Agreement, the DNB Registration Rights Agreement and the CDAY Registration Rights Agreement. (d) Each Loan Advance contemplated hereunder is entered into by Borrower Borrowers in good faith and at arm’s length and is a bona fide loan. Such Loan Advance is not entered into with an expectation that any Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s Borrowers’ obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower Borrowers with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.

Trading and Other Restrictions. (a) Borrower Each Loan Party owns all of its assets (including, in the case of Pledgor, all of the Collateral credited to the Collateral Accounts) free and clear of Liens, other than Permitted Liens. Borrower . (b) Each Loan Party has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrowerits properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan DocumentationDocumentation and Permitted Liens. (bc) Borrower (Pledgor will acquire, or its Affiliate) acquired and paid will have acquired, as the full purchase price for case may be, the Collateral Shares no later than the Advance Date (or, solely in the case of Purging Dividend Shares, no later than the Purging Dividend Distribution Date (in the event that the Purging Dividend Distribution Date does not occur on or before April 30prior to the Advance Date)) and will continuously own, 2018 and has or will have continuously owned owned, as the case may be, such Collateral Shares since it acquired them from such date, and the holding period (as determined in accordance with Rule 144) of Borrower Pledgor as to the such Collateral Shares will begin, or will have begun, as the case may be, no later than the Advance Date (or, solely in the case of Purging Dividend Shares, no later than the Purging Dividend Distribution Date (in the hands of Borrower and in event that the hands of any Applicable Lender exercising its remedies Purging Dividend Distribution Date does not occur on or prior to the Advance Date)). The Hilton Shares are eligible for resale pursuant to Rule 144A under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing DateSecurities Act. (cd) The Collateral Shares (i) are not subject to any Transfer Restrictions, other than Existing Transfer Restrictions, (ii) do not contain any legends on restrictive legends, and, except as set forth in the certificates therefor or other similar types of restrictions on such Collateral SharesIssuer Agreements, and do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order,” or the delivery of any documentation (other than as set forth in the Issuer Agreements), prior to to, or in connection with, the sale of such Collateral Shares Shares, and (iii) are not subject to any shareholders shareholders’ agreement, investor rights agreements agreement or any other similar agreements agreement or any voting or other contractual restrictions restriction, other than the THL Voting Stockholders Agreement and the Registration Rights AgreementIssuer Agreements. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.

Trading and Other Restrictions. (a) Borrower Each Loan Party owns all of its assets (including all of the Collateral pledged pursuant to a Security Agreement) free and clear of Liens, other than Permitted Liens. Borrower . (b) No Loan Party has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrowerits properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan DocumentationDocumentation and Permitted Liens. (bc) Borrower is not an “affiliate” (or its Affiliatewithin the meaning of Rule 144) of Issuer and has not been an “affiliate” of Issuer at any time within the preceding three months. (d) Borrower acquired the Collateral Shares and paid the full purchase price for therefor no later than the Collateral Shares on or before April 30Series A Closing Date, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of Borrower as to the Collateral Shares (in the hands of Borrower and in the hands of any Applicable each Lender exercising its remedies under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in began no later than the hands issuance date of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced Initial Pledged Shares. The Collateral Shares are eligible for resale pursuant to Rule 144A under the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing DateSecurities Act. (ce) The Collateral Shares (i) are not subject to any Transfer Restrictions, Restrictions or Restrictive Conditions (other than Existing Permitted Transfer RestrictionsRestrictions or Permitted Restrictive Conditions), (ii) (x) do not contain any restrictive legends other than any legend set forth in the Investment Agreement as in effect on the certificates therefor or other similar types of restrictions on such Collateral Shares, date hereof and (y) do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order,” or the delivery of any documentation (other than as set forth in the Issuer Agreements), prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders equityholders’ agreement, investor rights agreements agreement or any other similar agreements agreement or any voting or other contractual restrictions restriction, other than the THL Voting Agreement and Issuer Agreements, the Investment Agreement, the Registration Rights Agreement. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith Agreement and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject any ancillary agreements or documents related to the Margin Loan Documentationforegoing.

Trading and Other Restrictions. (a) Borrower owns all of its assets (including all of the Collateral pledged pursuant to the Security and Control Agreements) free and clear of Liens, other than Permitted Liens. . (b) Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrowerits properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan DocumentationDocumentation and Permitted Liens. (bc) Borrower (or its AffiliateAffiliate(s)) acquired the Collateral Units and paid the full purchase price for therefor no later than the Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them Closing Date and the holding period (as determined in accordance with Rule 144) of Borrower as to the Collateral Shares (in the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) Units began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, no later than the Closing Date. (cd) Borrower is not an “affiliate” (within the meaning of Rule 144) of Issuer and has not been an “affiliate” of Issuer at any time within the preceding three months. (e) The Collateral Shares Units (i) are not subject to any Transfer Restrictions, other than Existing Transfer Restrictions, (ii) (x) do not contain any restrictive legends on other than any legend set forth in the certificates therefor or other similar types of restrictions on such Collateral SharesIssuer Limited Partnership Agreement and (y) except as set forth in the Issuer Agreement, and do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order,” or the delivery of any documentation (other than as set forth in the Issuer Agreement), prior to the sale of such Collateral Shares Units, and (iii) are not subject to any shareholders equityholders’ agreement, investor rights agreements agreement or any other similar agreements agreement or any voting or other contractual restrictions restriction, other than the THL Voting Issuer Agreement and the Registration Rights Issuer Limited Partnership Agreement. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.

Trading and Other Restrictions. (a) The Borrower owns all Collateral free and clear of Liens, other than Permitted Liens. Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of the Collateral or any other assets of Borrower, foregoing including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders Collateral Agent under the Margin Loan Documentation. (b) The Borrower (or its Affiliate) acquired and paid the full purchase price for the Initial Underlying Equity more than six months prior to the Closing Date (or, in the case of any Additional Underlying Equity, more than six months prior to the date on which such Additional Underlying Equity first became Collateral Shares on or before April 30, 2018 Shares) and has continuously owned such Collateral Shares since it acquired them such date, and the holding period (as determined in accordance with Rule 144) of the Borrower as to the Collateral Shares (in the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on no later than such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing Datedate. (c) The Collateral Shares (i) are not subject to any Transfer Restrictions, Restrictions other than Existing Transfer Restrictions, Permitted Agreements and Trading Policies, (ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Collateral Shares, other than pursuant to Existing Transfer Restrictions, and do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order” prior to the sale of such Collateral Shares other than pursuant to Existing Transfer Restrictions and Permitted Agreements consisting of lock-ups or other similar agreements or restrictions, and (iii) are not subject to any shareholders agreement, investor rights agreements agreements, or any other similar agreements or any voting voting, lock-up or other contractual restrictions other than unless, in the THL Voting Agreement case of such agreements and restrictions under this clause (iii), (x) the Registration Rights Agreement. (d) Each Loan contemplated hereunder is entered into by Borrower Lender has been notified in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge writing of the Collateral Sharessame (whether before or after the Closing Date (as applicable)), (y) is a bona fide pledge the Lender’s ability to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms transfer or otherwise dispose of the Guarantee Agreement. Such Margin Loan Documentation is applicable Collateral Shares will not entered into be impaired or encumbered, as reasonably determined by Borrower with the intent of facilitating a disposition Lender and (z) such agreements and restrictions will not be binding on any transferee of the Lender after the transfer of the applicable Collateral Shares subject to the Margin Loan Documentation(such permitted agreements and restrictions, “Permitted Agreements”).

Trading and Other Restrictions. (a) Borrower owns all of its assets (including any Collateral pledged pursuant to the Security Agreement) free and clear of Liens, other than Permitted Liens. . (b) Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrowerits properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan DocumentationDocumentation and Permitted Liens. (bc) Borrower (or its AffiliateAffiliate(s)) acquired the Collateral Shares and paid the full purchase price for therefor no later than the Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them Funding Date and the holding period (as determined in accordance with Rule 144) of Borrower as to the Collateral Shares (in began no later than the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on such original issuance date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing DateInitial Pledged Shares. (cd) Borrower is an “affiliate” (within the meaning of Rule 144) of Issuer. (e) The Preferred Shares and/or Common Shares constituting Collateral Shares (i) are not subject to any Transfer RestrictionsRestrictions or Restrictive Conditions, other than Existing Transfer RestrictionsRestrictions or Existing Restrictive Conditions, (ii) (x) do not contain any restrictive legends on other than the certificates therefor or other similar types of restrictions on such Collateral Shareslegend set forth in Exhibit K hereto and (y) except as set forth in the Issuer Agreement, and do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order,” or the delivery of any documentation (other than as set forth in the Issuer Agreement), prior to the sale of such Collateral Shares Shares, and (iii) are not subject to any shareholders equityholders’ agreement, investor rights agreements agreement or any other similar agreements agreement or any voting or other contractual restrictions restriction, other than the THL Voting Issuer Agreement and the Registration Rights AgreementCertificate of Designations. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.

Trading and Other Restrictions. (a) Borrower Each Loan Party owns all Collateral free and clear of Liens, other than Permitted Liens. Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of the Collateral or any other assets of Borrower, foregoing including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders Collateral Agent under the Margin Loan Documentation. (b) Borrower (or its Affiliate) Each Loan Party acquired and paid the full purchase price for the Initial Underlying Equity more than six months prior to the Closing Date (or, in the case of any Additional Underlying Equity, more than six months prior to the date on which such Additional Underlying Equity first became Collateral Shares on or before April 30, 2018 Shares) and has continuously owned such Collateral Shares since it acquired them such date, and the holding period (as determined in accordance with Rule 144) of Borrower each Loan Party as to the Collateral Shares (in the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on no later than such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing Datedate. (c) The Collateral Shares (i) are not subject to any Transfer Restrictions, Restrictions other than Existing Transfer Restrictions, Permitted Agreements and Trading Policies, (ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Collateral Shares, other than pursuant to Existing Transfer Restrictions, and do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order” prior to the sale of such Collateral Shares other than pursuant to Existing Transfer Restrictions and Permitted Agreements consisting of lock-ups or other similar agreements or restrictions, and (iii) are not subject to any shareholders agreement, investor rights agreements agreements, or any other similar agreements or any voting voting, lock-up or other contractual restrictions other than unless, in the THL Voting Agreement case of such agreements and restrictions under this clause (iii), (x) the Registration Rights Agreement. (d) Each Loan contemplated hereunder is entered into by Borrower Lender has been notified in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge writing of the Collateral Sharessame (whether before or after the Closing Date (as applicable)), (y) is a bona fide pledge the Lender’s ability to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms transfer or otherwise dispose of the Guarantee Agreement. Such Margin Loan Documentation is applicable Collateral Shares will not entered into be impaired or encumbered, as reasonably determined by Borrower with the intent of facilitating a disposition Lender and (z) such agreements and restrictions will not be binding on any transferee of the Lender after the transfer of the applicable Collateral Shares subject to the Margin Loan Documentation(such permitted agreements and restrictions, “Permitted Agreements”).

Trading and Other Restrictions. (a) Borrower owns all of its assets (including all of the Collateral credited to the Collateral Accounts) free and clear of Liens, other than Permitted Liens. . (b) Borrower has not made nor or consented to, nor or is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrowerits properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan DocumentationDocumentation and Permitted Liens. (bc) Borrower (or its Affiliate) acquired and paid the full purchase price for will acquire the Collateral Shares on or before April 30, 2018 and has continuously owned no later than the relevant Funding Date for such Collateral Shares since it acquired them and will continuously own such Collateral Shares from such date, and the holding period (as determined in accordance with Rule 144) of Borrower as to the such Collateral Shares (in will begin no later than the hands of Borrower and in the hands of any Applicable Lender exercising its remedies relevant Funding Date for such Collateral Shares. The Collateral Shares are eligible for resale pursuant to Rule 144A under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing DateSecurities Act. (cd) The Collateral Shares (i) are not subject to any Transfer RestrictionsRestrictions (including pursuant to the Share Purchase Agreement, Registration Rights Agreement or Shareholder Agreement), other than Existing Transfer Restrictions, (ii) do not contain any restrictive legends on (it being understood that the certificates therefor or other similar types of restrictions on such Collateral SharesIssuer Agreements do not constitute “restrictive legends” for this purpose), and and, except as set forth in the Issuer Agreements, do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order,” or the delivery of any documentation (other than as set forth in the Issuer Agreements), prior to the sale of such Collateral Shares Shares, and (iii) are not subject to any shareholders shareholders’ agreement, investor rights agreements agreement or any other similar agreements agreement or any voting or other contractual restrictions restriction, other than the THL Voting Issuer Agreements, the Share Purchase Agreement, the Shareholder Agreement and the Registration Rights Agreement. (de) Each Loan contemplated hereunder is entered into No transaction, stamp, capital, issuance, registration, transfer, withholding or other Taxes are required to be paid by Borrower any Lender or Agent in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into connection with an expectation that Borrower would default in any transfer of Shares to such Lender or Agent exercising its obligations thereunder. The Lien created rights with respect thereto under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentationforeclosure sale).

Trading and Other Restrictions. (a) Borrower Each Loan Party owns all of its assets (including, in the case of Pledgor, all of the Collateral credited to the Collateral Accounts) free and clear of Liens, other than Permitted Liens. Borrower . (b) Each Loan Party has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrowerits properties, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan DocumentationDocumentation and Permitted Liens. (bc) Borrower (or its Affiliate) acquired and paid the full purchase price for Pledgor will acquire the Collateral Shares no later than the Advance Date (or, solely in the case of Purging Dividend Shares, no later than the Purging Dividend Distribution Date (in the event that the Purging Dividend Distribution Date does not occur on or before April 30, 2018 prior to the Advance Date)) and has will continuously owned own such Collateral Shares since it acquired them from such date, and the holding period (as determined in accordance with Rule 144) of Borrower Pledgor as to the such Collateral Shares will begin no later than the Advance Date (or, solely in the case of Purging Dividend Shares, no later than the Purging Dividend Distribution Date (in the hands of Borrower and in event that the hands of any Applicable Lender exercising its remedies Purging Dividend Distribution Date does not occur on or prior to the Advance Date)). The Hilton Shares are eligible for resale pursuant to Rule 144A under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing DateSecurities Act. (cd) The Collateral Shares (i) are not subject to any Transfer Restrictions, other than Existing Transfer Restrictions, (ii) do not contain any legends on restrictive legends, and, except as set forth in the certificates therefor or other similar types of restrictions on such Collateral SharesIssuer Agreements, and do not require any opinions from Issuer’s counsel or other documentationcounsel, or the removal of any “stop transfer order,” or the delivery of any documentation (other than as set forth in the Issuer Agreements), prior to to, or in connection with, the sale of such Collateral Shares Shares, and (iii) are not subject to any shareholders shareholders’ agreement, investor rights agreements agreement or any other similar agreements agreement or any voting or other contractual restrictions restriction, other than the THL Voting Stockholders Agreement and the Registration Rights AgreementIssuer Agreements. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.

Trading and Other Restrictions. (a) Borrower owns all Collateral free and clear of Liens, other than Permitted Liens. Borrower has not made nor consented to, nor is Borrower aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral or any other assets of Borrower, including the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Liens granted to Applicable Lenders under the Margin Loan Documentation. (b) Borrower (or its Affiliate) acquired and paid the full purchase price for the Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of Borrower as to the Collateral Shares (in the hands of Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination DateLender, the Original Closing Date. (c) The Collateral Shares (iShares(i) are not subject to any Transfer Restrictions, other than Existing Transfer Restrictions, (iiRestrictions,(ii) do not contain any legends on the certificates therefor or other similar types of restrictions on such Collateral Shares, and do not require any opinions from Issuer’s counsel or other documentation, or the removal of any “stop transfer order” prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders agreement, investor rights agreements or any other similar agreements or any voting or other contractual restrictions other than the THL Voting Agreement and the Registration Rights Agreement. (d) Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the Collateral Shares) is a bona fide pledge to secure Borrower’s obligations under the Margin Loan Documentation, which obligations provide for full recourse to Guarantor under the Guarantee Agreement in accordance with the terms of the Guarantee Agreement. Such Margin Loan Documentation is not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Margin Loan Documentation.