Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or liabilities under any Master Agreement. For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute a Swap Contract.
Tax Matters Agreement means that certain Tax Matters Agreement, dated January 2, 2017, by and among Hilton, Parent, HGV and Hilton Domestic Operating Company Inc., with any amendments and modifications that are not adverse to the interests of the Holders in any material respect.
Tax Protection Agreement means any customary arms-length agreement to which the Company or any of its Subsidiaries is a party and which was entered into in connection with a contribution of assets to the Company in exchange for Capital Stock and pursuant to which any liability to holders of Capital Stock who contributed such assets to the Company (directly or indirectly) may arise relating to taxes because (a) in connection with the deferral of income taxes of a holder of Capital Stock, the Company or Parent has agreed to (i) maintain a minimum level of debt or continue a particular debt, (ii) retain or not dispose of assets for a period of time or (iii) use or refrain from using a particular method of taking into account booktax disparities under Section 704(c) of the Code; or (b) holders of Capital Stock have guaranteed or otherwise assumed liability for debt of the Company.
Term Loan Collateral Agent means Bank of America, N.A., as collateral agent for the Term Loan Secured Parties, and its successors and permitted assigns.
Term Loan Credit Agreement means the Delayed Draw Term Loan Agreement, dated as of August 28, 2019 (as amended, restated, supplemented or otherwise modified from time to time), by and among Parent, the Company, PK Domestic LLC, the other borrowers or guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.
Term Loan Obligations means the Guaranteed Obligations as defined in the Term Loan Credit Agreement.
Term Loan Pledge Agreement means the Pledge Agreement, dated as of May 29, 2020, by and among the Grantors party thereto and the Term Loan Collateral Agent pursuant to the terms of the Term Loan Credit Agreement, as the same may be further amended, restated, supplemented or modified from time to time.