Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. The Borrower will (a) own no material assets, and not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, (b) not incur any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, other than as contemplated hereby (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (c) not make any loans or advances to any third party (other than Assets), and shall not acquire obligations or securities of any Affiliated Party, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement), without the prior written consent of the Lender, (f) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliated Parties, (g) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated Party), correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, (h) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (m) be formed and organized solely for the purpose of holding, directly or indirectly, the Assets and not hold or own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4.

Special Purpose Entity. The Borrower will (a) own no material assets, and not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, (b) not incur any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, other than as contemplated hereby (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower)hereby, (c) not make any loans or advances to any third party (other than Assets)party, and shall not acquire obligations or securities of any Affiliated PartyAffiliate, (d) pay its debts and liabilities (including, as applicable, applicable shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documentscertificate of organization or limited liability company agreement, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changes, without the prior written consent of the LenderBank, (f) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliated PartiesAffiliate, (g) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (entity, including any Affiliated Party)the Member, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other Member and maintain and utilize separate stationary, invoices and checks, (h) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party Affiliate or any other Person, (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (m) be formed and organized solely for the purpose of holding, directly or indirectly, the Assets Collateral and not hold or own any assets other than the Assets, Asset Series Proceeds Collateral and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4thereto.

Special Purpose Entity. The Borrower will Company is intended to qualify as a “special purpose” entity and agrees that it will, unless agreed otherwise by a Supermajority of the Members: (a) not own no material assetsany asset or property other than (i) the Property, (ii) the Licenses and (iii) incidental personal property necessary to carry out the business of the Company; (b) not engage in any material business, activities other than the assets and transactions specifically contemplated by the Loan Documents, activities identified in Section 1.6 above; (bc) not incur incur, create or assume any indebtedness for borrowed money or material obligationindebtedness, secured or unsecured, direct or indirect, absolute or contingent, contingent (including guaranteeing any obligation) other than as contemplated hereby unsecured trade payables; (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (cd) not make any loans or advances to any third party Person (other than Assetsincluding any Member), and shall not acquire obligations or securities of any Affiliated Party, Person; (de) remain solvent and pay its debts and liabilities (including, as applicable, those for shared personnel and overhead expenses) only from out of its own assets, funds (eto the extent available and not from the funds of any other Person (including any Member) do all things necessary under applicable law any circumstance) as the same shall become due; (f) observe Delaware limited liability company laws and its organizational documents to observe organizational formalities and in all material respects in order to preserve its separate existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed ; (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement), without the prior written consent of the Lender, (fg) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliated Partiesother Person (including any Member); (h) prepare separate financial statements and not have its assets listed on the financial statement of any other Person (including any Member), provided, however, that if required by GAAP, the Company’s assets may be included in a consolidated financial statement of its Members; (gi) befile its own tax returns, if any, as may be required under applicable law and pay any taxes so required to be paid under applicable law; Table of Contents (j) maintain its books, records, resolutions and agreements as official records; (k) at all times will hold itself out to the public as, as a legal entity separate and distinct from any other Person or entity (including any Affiliated PartyMember), ; (l) conduct business in its own name and correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, ; (m) not identify itself or any Affiliated Party its Affiliates as a division or part of the other and or of any Member; (n) maintain and utilize separate stationarystationery, invoices and checks, checks bearing its own name; (ho) maintain adequate capital be and remain adequately capitalized for the normal obligations reasonably foreseeable in a business an operation of its size and character and in light of its contemplated business operationsactivities; (p) to the fullest extent permitted by law, (i) and except as otherwise approved by a Supermajority in Interest of the Members, not engage in seek or suffer effect or cause any Party to seek or effect the liquidation, dissolution, winding-winding up, liquidation, consolidation or merger merger, in whole or in part, or the sale of any of the assets, of the Company; (jq) not commingle its the funds or and other assets of the Company with those of any Affiliated Party or Person (including any other PersonMember), and hold all of its assets in its own name; (kr) maintain its assets in such a manner that it will not be materially costly or difficult to segregate, ascertain or identify its individual assets asset or assets, as the case may be, from those of any Affiliated Party or other Person (including any Member); (i) not pledge its assets for the benefit of any other PersonPerson (including any Member), (lii) not guarantee or become obligated for the debts of any other Person (including any Member) and will (iii) not hold itself out to be responsible for or have its credit available to satisfy the debts or of obligations of any other Person and (mincluding any Member); (t) be formed and organized solely for the purpose pay its liabilities, including salaries of holdingits own employees, directly or indirectly, the Assets out of its own funds and not funds of any other Person (including any Member), and maintain a sufficient number of employees in light of its contemplated business operations; Table of Contents (u) compensate each of its consultants and agents (including the Brand Manager) from its own funds and not the funds of any other Person (including any Member) for services provided to Company and pay from its own funds all obligations of any kind incurred by Company; (v) require from and after the Effective Date the approval of a Supermajority in Interest of the Members to take any Bankruptcy Action, or any action in furtherance of a Bankruptcy Action; (w) not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company or own other); and (x) allocate fairly and reasonably, as between such Person (including any assets other than Member) and the AssetsCompany, Asset Series Proceeds and assets related thereto as determined by a Supermajority in Interest of the Board, any overhead expenses that are shared with any Person (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1including any Member). Notwithstanding any provision of this Section 6.7 , including paying for office space to the contraryextent used, and paying for services of any Person (including the Borrower shall be permitted to consummate sales Brand Manager and the Officers),that are performed by any employee of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4any Person (including any Member) on behalf of Company.

Special Purpose Entity. The Borrower will Notwithstanding any other provision of this Agreement, the Company shall: (a) own no material assets, and not engage in any material business, business or activity other than the owning and operating assets and transactions specifically contemplated by the Loan Documents, in connection with ▇▇▇▇▇▇ Park & Wildwater Kingdom amusement park; (b) not incur acquire or own any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, assets other than assets in connection with ▇▇▇▇▇▇ Park & Wildwater Kingdom amusement park and such incidental personal property as contemplated hereby (including may be necessary in connection with owning the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), same; (c) not make any loans or advances to any third party (other than Assets)have and preserve its existence as an entity duly organized, validly existing, and shall not acquire obligations or securities of any Affiliated Party, in good standing under Delaware law; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)not, without the prior written consent of the LenderMember, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other person or entity except as provided in Section 4; (f) maintain all of its books, records, books of account, bank accounts, financial statements statements, accounting records, and bank accounts other entity documents separate and apart from those of any Affiliated Parties, other person or entity; (g) beonly enter into any contract or agreement with any general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and at all times conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (h) not maintain its assets in such manner that it will be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other person or entity; (i) to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as, as a legal entity separate and distinct from any other person or entity (including any Affiliated Party), correct any known misunderstanding regarding and conduct its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, ; (hk) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, ; and (l) not and will not hold itself out to be responsible for the debts except as otherwise expressly permitted or obligations of any other Person and (m) be formed and organized solely for the purpose of holdingcontemplated in this Agreement, directly or indirectly, the Assets and not hold or pay its own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4liabilities from its own funds.

Special Purpose Entity. The Borrower will Notwithstanding any other provision of this Agreement, the Company shall: (a) own no material assets, and not engage in any material business, business or activity other than the owning and operating assets and transactions specifically contemplated by the Loan Documents, in connection with Worlds of Fun amusement park; (b) not incur acquire or own any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, assets other than assets in connection with Worlds of Fun amusement park and such incidental personal property as contemplated hereby (including may be necessary in connection with owning the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), same; (c) not make any loans or advances to any third party (other than Assets)have and preserve its existence as an entity duly organized, validly existing, and shall not acquire obligations or securities of any Affiliated Party, in good standing under Delaware law; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)not, without the prior written consent of the LenderMember, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other person or entity except as provided in Section 4; (f) maintain all of its books, records, books of account, bank accounts, financial statements statements, accounting records, and bank accounts other entity documents separate and apart from those of any Affiliated Parties, other person or entity; (g) beonly enter into any contract or agreement with any general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and at all times conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (h) not maintain its assets in such manner that it will be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other person or entity; (i) to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as, as a legal entity separate and distinct from any other person or entity (including any Affiliated Party), correct any known misunderstanding regarding and conduct its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, ; (hk) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, ; and (l) not and will not hold itself out to be responsible for the debts except as otherwise expressly permitted or obligations of any other Person and (m) be formed and organized solely for the purpose of holdingcontemplated in this Agreement, directly or indirectly, the Assets and not hold or pay its own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4liabilities from its own funds.

Special Purpose Entity. The Borrower will Notwithstanding any other provision of this Agreement, the Company shall: (a) own no material assets, and not engage in any material business, business or activity other than owning and operating assets in connection with the assets and transactions specifically contemplated by waterpark commonly known as “Schlitterbahn Waterpark Galveston” (the Loan Documents, “Galveston Waterpark”); (b) not incur acquire or own any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, assets other than assets in connection with the Galveston Waterpark and such incidental personal property as contemplated hereby (including may be necessary in connection with owning the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), same; (c) not make any loans or advances to any third party (other than Assets)have and preserve its existence as an entity duly organized, validly existing, and shall not acquire obligations or securities of any Affiliated Party, in good standing under Delaware law; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)not, without the prior written consent of the LenderMember, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other person or entity except as provided in Section 4; (f) maintain all of its books, records, books of account, bank accounts, financial statements statements, accounting records, and bank accounts other entity documents separate and apart from those of any Affiliated Parties, other person or entity; (g) beonly enter into any contract or agreement with any general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and at all times conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (h) not maintain its assets in such manner that it will be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other person or entity; (i) to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as, as a legal entity separate and distinct from any other person or entity (including any Affiliated Party), correct any known misunderstanding regarding and conduct its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, ; (hk) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, ; and (l) not and will not hold itself out to be responsible for the debts except as otherwise expressly permitted or obligations of any other Person and (m) be formed and organized solely for the purpose of holdingcontemplated in this Agreement, directly or indirectly, the Assets and not hold or pay its own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4liabilities from its own funds.

Special Purpose Entity. The Borrower will Notwithstanding any other provision of this Agreement, the Company shall: (a) own no material assets, and not engage in any material business, business or activity other than the owning and operating assets and transactions specifically contemplated by the Loan Documents, in connection with Cedar Point amusement park; (b) not incur acquire or own any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, assets other than assets in connection with Cedar Point amusement park and such incidental personal property as contemplated hereby (including may be necessary in connection with owning the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), same; (c) not make any loans or advances to any third party (other than Assets)have and preserve its existence as an entity duly organized, validly existing, and shall not acquire obligations or securities of any Affiliated Party, in good standing under Delaware law; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)not, without the prior written consent of the LenderMember, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other person or entity except as provided in Section 4; (f) maintain all of its books, records, books of account, bank accounts, financial statements statements, accounting records, and bank accounts other entity documents separate and apart from those of any Affiliated Parties, other person or entity; (g) beonly enter into any contract or agreement with any general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and at all times conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (h) not maintain its assets in such manner that it will be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other person or entity; (i) to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as, as a legal entity separate and distinct from any other person or entity (including any Affiliated Party), correct any known misunderstanding regarding and conduct its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, ; (hk) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, ; and (l) not and will not hold itself out to be responsible for the debts except as otherwise expressly permitted or obligations of any other Person and (m) be formed and organized solely for the purpose of holdingcontemplated in this Agreement, directly or indirectly, the Assets and not hold or pay its own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4liabilities from its own funds.

Special Purpose Entity. The Borrower will Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (ai) own no material assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, Program Agreements; (bii) not incur any indebtedness for borrowed money Indebtedness or material obligation, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than as contemplated hereby pursuant to the Program Agreements; (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (ciii) not make any loans or advances to any Affiliate or third party (other than Assets)party, and shall not acquire obligations or securities of any Affiliated Party, Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets, ; (ev) comply with the provisions of its organizational documents; (vi) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documentsorganizational documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changed, without the Buyer’s prior written consent of the Lender, consent; (fvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of any Affiliated Parties, its Affiliates; (gviii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated PartyAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any Affiliated Party of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks, ; (hix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (ixi) not engage in or suffer any change of ownership, dissolution, winding-winding up, liquidation, consolidation or merger in whole or in part, transfer all or substantially all of its properties and assets to any Person (jexcept as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, (k) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any Affiliated Party others; (xiii) not institute against, or join any other Person, Person in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (lxiv) not and will not hold itself out to be responsible for the debts or obligations of any other Person and other than as set forth in the Program Agreements; (mxv) be formed and organized solely for the purpose of holdingnot form, directly acquire or indirectly, the Assets and not hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the AssetsProgram Agreements; and (xviii) not amend its formation or governing documents, Asset Series Proceeds including the Trust Agreement and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision TRS Facility Entity Documents without the written consent of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4Buyer.

Special Purpose Entity. The Borrower will Company has not and shall not (a) own no material assets, and not engage in any business or activity other than the purchase, receipt and management of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Loan Documents, the entry into and the performance under the Loan Documents and such other activities as are incidental thereto, (b) acquire or own any assets other than (x) the Collateral and (y) incidental property as may be necessary for the operation of the Company and the performance of its obligations under the Loan Documents, including, without limitation, capital contributions which it may receive from the Guarantor, (c) merge into or consolidate with any Person or dissolve, wind-up, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, (d) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or, without the consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its operating agreement or fail to observe limited liability company formalities, in each case, in a manner that would be material businessand adverse to the Lenders, (e) form, acquire or own any Subsidiary, own any equity interest in any other entity or make any investment in any Person without the prior written consent of the Administrative Agent (which consent shall not be unreasonably conditioned, withheld or delayed), (f) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person, (g) incur any Indebtedness for borrowed money, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments, (h) fail to pay its debts and liabilities from its assets as the same shall become due, (i) fail to maintain its records, books of account and transactions specifically contemplated by bank accounts separate and apart from those of any other Person, other than as expressly provided in the Loan Documents, (j) enter into any contract or agreement with any Person, except (a) the Loan Documents, (b) not incur any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, other than as the documents specifically contemplated hereby (including by the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest limited liability company agreement of the members of the Borrower)Company, (c) not make other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s length basis with third parties other than such Person and (d) as otherwise permitted under the Loan Documents, (k) seek its dissolution, termination, liquidation or winding up in whole or in part, (l) fail to correct any loans known misunderstandings regarding the separate identity of the Company, the Guarantor or advances to any third party other Person (other than Assetsfor tax purposes), and shall not acquire obligations (m) guarantee, become obligated for, or securities hold itself out to be responsible for the debt of any Affiliated Partyanother Person, (dn) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents fail either to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement), without the prior written consent of the Lender, (f) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliated Parties, (g) be, and at all times will hold itself out to the public as, as a legal entity separate and distinct from any other entity Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any Affiliated Partyof its principals or Affiliates), correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, (ho) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations (provided that in no event shall this clause require any equity holder to make additional capital contributions to the Company), (ip) not engage in except as may be required or suffer permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any dissolution, winding-up, liquidation, consolidation of its principals or merger in whole or in partAffiliates, (jb) not commingle its funds any Affiliate of a principal or other assets with those of any Affiliated Party or (c) any other Person, (kq) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets separate company records and books of account separate and apart from those of any Affiliated Party other Person; provided that, the Company’s assets and liabilities may be included in a consolidated financial statement of its Affiliate, (r) fail to pay its own liabilities and expenses only out of its own funds, (s) fail to maintain a sufficient number of employees (which may be zero), if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any, (t) acquire the obligations of or securities issued by its Affiliates or members, it being understood that this clause (xxi) shall not prevent the Company from acquiring Collateral from the Guarantor, (u) guarantee any obligation of any person, including an Affiliate, (v) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office maintained by an Affiliate (if any) space and services performed by any employee of an Affiliate, (w) fail to use separate invoices and checks bearing its own name, (x) pledge its assets for the benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder, (ly) (A) fail at any time to have at least one (1) independent director (the “Independent Director”) who is not currently (a) a manager, officer, employee or Affiliate of the Company or the Guarantor or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent manager or similar position of the Company, the Guarantor or an Affiliate), or (b) the beneficial owner of any limited liability company interests of the Company or any voting, investment or other ownership interests of any Affiliate of the Company or of any major creditor or (B) fail to ensure that all limited liability company action relating to the selection, maintenance or replacement of the Independent Director are duly authorized by the unanimous vote of the board of managers (including the Independent Director) except as otherwise permitted pursuant to the limited liability company agreement of the Guarantor, (z) fail to provide in its limited liability company agreement that the unanimous consent of all members and will not hold itself out the consent of the Independent Director are required for the Company to (a) institute proceedings to be responsible adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against the Company, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, provisional liquidator assignee, trustee, sequestrator, custodian, restructuring officer or any similar official for the Company, (e) make any assignment for the benefit of the Company’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or obligations (g) take any action in furtherance of any of the foregoing, or (aa) fail to file its own tax returns separate from those of any other Person and (m) be formed and organized solely for Person, except to the purpose of holding, directly or indirectly, the Assets and not hold or own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood extent that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4Company is treated as a “disregarded entity” for tax purposes.

Special Purpose Entity. The Borrower will Unless otherwise consented to by Buyer in writing, and except as permitted by the Program Agreements or as otherwise prohibited by Requirements of Law, Seller shall be a Special Purpose Entity that shall (ai) own no material assets, assets and not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, Program Agreements; (bii) not incur any indebtedness for borrowed money Indebtedness or material obligation, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than as contemplated hereby pursuant to the Program Agreements; (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (ciii) not make any loans or advances to any Affiliate or third party (other than Assets), and shall not acquire obligations or securities of any Affiliated Party, its Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, ; (ev) comply with the provisions of its organizational documents; (vi) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documentsorganizational documents, or suffer the same to be amended, modified or otherwise changed changed; (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement), without the prior written consent of the Lender, (fvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be, to the extent consolidation is required under GAAP, consolidated with Guarantor or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate its separateness from any Affiliated Partiessuch Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of any such Affiliate or any other Person, (gB) such assets shall also be listed on its own separate balance sheet if prepared and (C) it shall file its own tax returns, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated PartyAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any Affiliated Party of its Affiliates as a division or part of the other and maintain and utilize separate stationary, invoices and checks, other; (hix) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (ixi) not engage in or suffer any Division, dissolution, winding-winding up, liquidation, consolidation or merger in whole or in part, transfer all or substantially all of its properties and assets to any Person (jexcept as otherwise contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, (k) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any Affiliated Party others; (xiii) not institute, or join any other PersonPerson in instituting, against itself, any proceedings of the type referred to in the definition of “Act of Insolvency” hereunder or seek to substantively consolidate itself in connection with any Act of Insolvency with respect to Guarantor; (lxiv) not and will not hold itself out to be responsible for the debts or obligations of any other Person and Person; (mxv) be formed and organized solely for the purpose of holdingnot form, directly acquire or indirectly, the Assets and not hold any subsidiary or own any equity interest in any other entity; (xvi) use separate stationery, invoices and checks bearing its own name except as otherwise permitted by any Requirement of Law; and (xvii) not pledge its assets other than to secure the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding obligations of any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4Person except as contemplated hereunder.

Special Purpose Entity. The Borrower will Notwithstanding any other provision of this Agreement, the Company shall: (a) own no material assets, and not engage in any material business, business or activity other than owning and operating assets in connection with the assets and transactions specifically contemplated by the Loan Documents, Kings Island amusement park; (b) not incur acquire or own any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, assets other than assets in connection with Kings Island amusement park and such incidental personal property as contemplated hereby (including may be necessary in connection with owning the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), same; (c) not make any loans or advances to any third party (other than Assets)have and preserve its existence as an entity duly organized, validly existing, and shall not acquire obligations or securities of any Affiliated Party, in good standing under Delaware law; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)not, without the prior written consent of the LenderMember, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other person or entity except as provided in Section 4; (f) maintain all of its books, records, books of account, bank accounts, financial statements statements, accounting records, and bank accounts other entity documents separate and apart from those of any Affiliated Parties, other person or entity; (g) beonly enter into any contract or agreement with any general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and at all times conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (h) not maintain its assets in such manner that it will be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other person or entity; (i) to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as, as a legal entity separate and distinct from any other person or entity (including any Affiliated Party), correct any known misunderstanding regarding and conduct its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, ; (hk) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, ; and (l) not and will not hold itself out to be responsible for the debts except as otherwise expressly permitted or obligations of any other Person and (m) be formed and organized solely for the purpose of holdingcontemplated in this Agreement, directly or indirectly, the Assets and not hold or pay its own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4liabilities from its own funds.

Special Purpose Entity. The Borrower will shall (a) own no material assets, and not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, (b) not incur any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, other than as contemplated hereby (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower)hereby, (c) not make any loans or advances to any third party (other than Assets), and shall not acquire obligations or securities of any Affiliated Party, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documentscertificate of formation or limited liability company agreement, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changed, without the prior written consent of the Lender, (f) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliated Parties, (g) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated Party), correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, (h) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-winding up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregatesergregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (m) be formed and organized solely for the purpose of holding, directly or indirectly, the Assets and not hold or own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4thereto.

Special Purpose Entity. The Borrower will Notwithstanding any other provision of this Agreement, the Company shall: (a) own no material assets, and not engage in any material business, business or activity other than the owning and operating assets and transactions specifically contemplated by the Loan Documents, in connection with ▇▇▇▇▇’▇ ▇▇▇▇▇ Farm amusement park; (b) not incur acquire or own any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, assets other than assets in connection with ▇▇▇▇▇’▇ ▇▇▇▇▇ Farm amusement park and such incidental personal property as contemplated hereby (including may be necessary in connection with owning the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), same; (c) not make any loans or advances to any third party (other than Assets)have and preserve its existence as an entity duly organized, validly existing, and shall not acquire obligations or securities of any Affiliated Party, in good standing under Delaware law; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)not, without the prior written consent of the LenderMember, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other person or entity except as provided in Section 4; (f) maintain all of its books, records, books of account, bank accounts, financial statements statements, accounting records, and bank accounts other entity documents separate and apart from those of any Affiliated Parties, other person or entity; (g) beonly enter into any contract or agreement with any general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and at all times conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (h) not maintain its assets in such manner that it will be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other person or entity; (i) to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as, as a legal entity separate and distinct from any other person or entity (including any Affiliated Party), correct any known misunderstanding regarding and conduct its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, ; (hk) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, ; and (l) not and will not hold itself out to be responsible for the debts except as otherwise expressly permitted or obligations of any other Person and (m) be formed and organized solely for the purpose of holdingcontemplated in this Agreement, directly or indirectly, the Assets and not hold or pay its own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4liabilities from its own funds.

Special Purpose Entity. The Borrower will Notwithstanding any other provision of this Agreement, the Company shall: (a) own no material assets, and not engage in any material business, business or activity other than the owning and operating assets and transactions specifically contemplated by the Loan Documents, in connection with Valleyfair amusement park; (b) not incur acquire or own any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent, assets other than assets in connection with Valleyfair amusement park and such incidental personal property as contemplated hereby (including may be necessary in connection with owning the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), same; (c) not make any loans or advances to any third party (other than Assets)have and preserve its existence as an entity duly organized, validly existing, and shall not acquire obligations or securities of any Affiliated Party, in good standing under Delaware law; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)not, without the prior written consent of the LenderMember, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other person or entity except as provided in Section 4; (f) maintain all of its books, records, books of account, bank accounts, financial statements statements, accounting records, and bank accounts other entity documents separate and apart from those of any Affiliated Parties, other person or entity; (g) beonly enter into any contract or agreement with any general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and at all times conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (h) not maintain its assets in such manner that it will be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other person or entity; (i) to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as, as a legal entity separate and distinct from any other person or entity (including any Affiliated Party), correct any known misunderstanding regarding and conduct its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party as a division or part of the other and maintain and utilize separate stationary, invoices and checks, ; (hk) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up, liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party or any other Person, (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party or any other Person, ; and (l) not and will not hold itself out to be responsible for the debts except as otherwise expressly permitted or obligations of any other Person and (m) be formed and organized solely for the purpose of holdingcontemplated in this Agreement, directly or indirectly, the Assets and not hold or pay its own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4liabilities from its own funds.

Special Purpose Entity. The Borrower will applicable Seller shall cause the REO Subsidiary to be a Special Purpose Entity that shall (a) own no material assets, and will not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Program Documents, ; (b) not incur any indebtedness for borrowed money Indebtedness or material obligation, secured or unsecured, direct or indirect, absolute or contingentcontingent (including Guaranteeing any obligation), other than as contemplated hereby (including pursuant to the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), Program Documents; (c) not make any loans or advances to any third party (other than Assets)party, and shall not acquire obligations or securities of any Affiliated Party, Seller's Affiliates; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, ; (e) comply with the provisions of its organizational documents; (f) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documentsorganizational documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changed, without the Buyer's prior written consent of the Lender, which shall not be unreasonably withheld; (fg) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliated Parties, its Affiliates; (gh) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated PartyAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any Affiliated Party of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationary, invoices telephone number and checks, separate stationery; (hi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, ; (ij) not engage in or suffer any Change in Control, dissolution, winding-winding up, liquidation, consolidation or merger in whole or in part, ; (jk) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, ; (kl) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party Affiliate or any other Person, ; (lm) not institute against, or join any other Person in instituting against the REO Subsidiary, any insolvency or similar proceeding hereunder or seek to substantially consolidate the REO Subsidiary in connection with any insolvency proceeding with respect to the related Seller; (n) comply with the provisions of its organizational documents; and (o) and will not hold itself out to be responsible for the debts or obligations of any other Person and (m) be formed and organized solely for the purpose of holding, directly or indirectly, the Assets and not hold or own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4Person.

Special Purpose Entity. The Borrower will Each Seller shall cause each Seller Party Subsidiary to be a Special Purpose Entity that shall (ai) own no material assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, Program Agreements; (bii) not incur any indebtedness for borrowed money Indebtedness or material obligation, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than as contemplated hereby pursuant to the Program Agreements; (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (ciii) not make any loans or advances to any Affiliate or third party (other than Assets)party, and shall not acquire obligations or securities of any Affiliated Party, each Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets, ; (ev) comply with the provisions of its organizational documents; (vi) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve - 61 - its existence, and will not amend, modify or otherwise change its Organizational Documentsorganizational documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changed, without the Buyer’s prior written consent of the Lender, consent; (fvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of any Affiliated Parties, its Affiliates; (gviii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated PartyAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any Affiliated Party of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks, ; (hix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (ixi) not engage in or suffer any change of ownership, dissolution, winding-winding up, liquidation, consolidation or merger in whole or in part, transfer all or substantially all of its properties and assets to any Person (jexcept as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, (k) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any Affiliated Party others; (xiii) not institute against, or join any other Person, Person in instituting against such Seller Party Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (lxiv) not and will not hold itself out to be responsible for the debts or obligations of any other Person and other than as set forth in the Program Agreements; (mxv) be formed and organized solely for the purpose of holdingnot form, directly acquire or indirectly, the Assets and not hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4Program Agreements.

Special Purpose Entity. The Borrower will Each Seller shall cause each Seller Party Subsidiary to be a Special Purpose Entity that shall (ai) own no material assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, Program Agreements; (bii) not incur any indebtedness for borrowed money Indebtedness or material obligation, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than as contemplated hereby pursuant to the Program Agreements; (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (ciii) not make any loans or advances to any Affiliate or third party (other than Assets)party, and shall not acquire obligations or securities of any Affiliated Party, each Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets, ; (ev) comply with the provisions of its organizational documents; (vi) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documentsorganizational documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changed, without the prior written consent of the Lender, Administrative Agent on behalf of Buyers; (fvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of any Affiliated Parties, its Affiliates; (gviii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated PartyAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any Affiliated Party of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks, ; (hix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (ixi) not engage in or suffer any change of ownership, dissolution, winding-winding up, liquidation, consolidation or merger in whole or in part, transfer all or substantially all of its properties and assets to any Person (jexcept as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, (k) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any Affiliated Party others; (xiii) not institute against, or join any other Person, Person in instituting against such Seller Party Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (lxiv) not and will not hold itself out to be responsible for the debts or obligations of any other Person and other than as set forth in the Program Agreements; (mxv) be formed and organized solely for the purpose of holdingnot form, directly acquire or indirectly, the Assets and not hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4Program Agreements.

Special Purpose Entity. The Borrower will Unless otherwise consented to by Buyer in writing, and except as permitted by the Program Agreements or as otherwise prohibited by Requirements of Laws, Seller shall be a Special Purpose Entity that shall (a) own no material assets, and will not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Documents, Program Agreements; (b) not incur any indebtedness for borrowed money Indebtedness or material obligation, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than as contemplated hereby (including pursuant to the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), Program Agreements; (c) not make any loans or advances to any Affiliate or third party (other than Assets)party, and shall not acquire obligations or securities of any Affiliated Party, Seller’s Affiliates; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, ; (e) comply with the provisions of its Governing Documents; (f) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Governing Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changed, without the Buyer’s prior written consent of the Lender, which shall not be unreasonably withheld; (fg) maintain all of its books, records, records and financial statements and bank accounts separate from those of any Affiliated Parties, its Affiliates (gexcept that such financial statements may be consolidated to the extent consolidation is required or permitted under GAAP or as a matter of applicable law); (h) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated PartyAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any Affiliated Party of its Affiliates as a division or part of the other and maintain and utilize separate stationary, invoices and checks, other; (hi) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (j) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (ik) not engage in or suffer any dissolution, winding-winding up, liquidation, consolidation or merger in whole or in part, transfer all or substantially all of its properties and assets to any Person (jexcept as contemplated herein) or divide into two or more domestic limited liability companies; (l) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, (k) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any Affiliated Party others; (m) not institute against, or join any other Person in instituting against Seller, any proceedings of the type referred to in the definition of “Act of Insolvency” hereunder or seek to substantively consolidate Seller in connection with any Act of Insolvency with respect to any Person, ; (ln) not and will not hold itself out to be responsible for the debts or obligations of any other Person and Person; (mo) be formed and organized solely for the purpose of holdingnot form, directly acquire or indirectly, the Assets and not hold any Subsidiary or own any equity interest in any other entity; (p) use separate stationery, invoices and checks bearing its own name except as otherwise permitted by Requirements of Laws; and (q) not pledge its assets other than to secure the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding obligations of any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4Person except as contemplated hereunder.

Special Purpose Entity. The Borrower will Participation Seller shall be a special purpose entity that shall, unless otherwise consented to by Buyer in writing, (ai) own no material assetsassets other than the assets specifically contemplated by the Program Documents, and will not engage in any material business, other than the assets and transactions specifically contemplated by the Loan Program Documents, ; (bii) not incur any indebtedness for borrowed money Indebtedness or material obligation, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than as contemplated hereby pursuant to the Program Documents; (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (ciii) not make any loans or advances to any Affiliate or third party (other than Assets)party, and shall not acquire obligations or securities of any Affiliated Party, its Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets, ; (ev) comply with the provisions of its organizational documents; (vi) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its Organizational Documentsorganizational documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement)changed, without the Buyer’s prior written consent of the Lender, consent; (fvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of any Affiliated Parties, its Affiliates; (gviii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliated PartyAffiliate), correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself or any Affiliated Party of its Affiliates as a division or part of the other and maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks, ; (hix) not enter into any transactions other than transactions specifically contemplated by the Program Documents with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (ixi) not engage in or suffer any dissolutionchange of ownership, winding-dissolution (to the fullest extent permitted by applicable law), winding up, liquidation, consolidation or merger in whole or in part, transfer all or substantially all of its properties and assets to any Person (jexcept as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliated Party Affiliate or any other Person, (k) Person and maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any Affiliated Party others; (xiii) not institute against, or join any other Person, Person in instituting against itself any proceedings of the type referred to in Sections 18(g)-(i) with respect to a Seller; (lxiv) not and will not hold itself out to be responsible for the debts or obligations of any other Person and other than as set forth in the Program Documents; (mxv) be formed and organized solely for the purpose of holdingnot form, directly acquire or indirectly, the Assets and not hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Assets, Asset Series Proceeds Program Documents; and assets related thereto (it being understood that xviii) not acquire any real estate owned property without the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1prior written consent of Buyer (collectively (i) - (xviii). Notwithstanding any provision of this Section 6.7 to the contrary, the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and conditions specified in Section 3.4“Special Purpose Entity Requirements”).