Common use of Restrictions on Dispositions Clause in Contracts

Restrictions on Dispositions. Consummate any Disposition other than (A) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property rights to lapse or go abandoned in the ordinary course of business), (B) sales of used, obsolete or worn out equipment or other Property not used in the business of Parent and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (C) any Disposition of any Property to SFTP or one of its respective Wholly Owned Subsidiaries which is a Subsidiary Guarantor, (D) any Disposition of any Property to a Non-Guarantor Subsidiary of SFTP, provided that the book value of the Property so Disposed of shall be deemed to constitute an Investment under Section 12(g), (E) the sale (whether through a sale, swap or exchange) of any timeshare in any of the campground parks or pursuant to the Great Escape Agreements permitted under Section 12(e)(iv)(B), (F) the sale of other Property having a fair market value not to exceed $28,750,000 in the aggregate for any fiscal year of Parent, (G) the sale of other Property having a fair market value not to exceed $287,500,000 in the aggregate, provided that with respect to all Dispositions permitted by this clause (G), (i) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration and (ii) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,000, SFTP shall be in pro forma compliance with Sections 12(a) and 12(b) (provided that in determining such compliance, the First Lien Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable First Lien Leverage Ratio), (H) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (H) such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration, (I) Dispositions permitted by Sections 12(c)(vii), 12(d), 12(e)(i), 12(f) and 12(g), (J) Dispositions in the ordinary course of business of Permitted Investments, (K) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (L) Dispositions related to Recovery Events, (M) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (N) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (I) such Property is exchanged for credit against the purchase price of similar replacement Property or (II) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (O) Dispositions of accounts receivables in connection with the collection or compromise thereof, (P) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Q) Dispositions of all or any portion of the Capital Stock or the Property of KKI, LLC.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property Intellectual Property rights to lapse or go abandoned in the ordinary course of businessbusiness and allowing any registrations or applications for registration of any Intellectual Property to expire at the end of its statutory term as adjusted), (Bii) sales in the ordinary course of business of used, obsolete obsolete, surplus, uneconomic or worn out equipment or other Property not used or useful in the business of Parent and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (Ciii) any Disposition of any Property to SFTP the Borrower or one of its respective Wholly Owned Subsidiaries which is a any Subsidiary Guarantor, (Div) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor Subsidiary of SFTPthe Borrower or Parent, provided that the book value Disposition of the such Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)9.8, (EB) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C) from any Partnership Parks Entity to any other Partnership Parks Entity or Borrower of any Subsidiary hereof, (v) the sale (whether through a sale, swap or exchange) of any timeshare or fractional interest in any of the campground parks or pursuant to the Great Escape Agreements any assets permitted under Section 12(e)(iv)(B9.5(e)(i), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 40,000,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale Dispositions of other Property (A) real estate having a fair market value not to exceed $287,500,000 250,000,000 in the aggregateaggregate from and after the Closing Date, provided that (I) with respect to all Dispositions permitted by this clause (G), (i) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration and (ii) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,00020,000,000 , SFTP individually or in the aggregate with other Dispositions made substantially contemporaneously as part of the same transaction or series of transactions pursuant to this clause (vii), after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in pro forma compliance compliance, on a Pro Forma Basis, with Sections 12(aSection 9.1the applicable Financial Covenants as of the latest Measurement Period (or with respect to Section 9.2, as of such date) and 12(b(II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents and (B) other property for fair market value, provided that (I) after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in determining such compliance, on a Pro Forma Basis, with Section 9.1the applicable Financial Covenants as of the First Lien Leverage Ratio latest Measurement Period (or with respect to Section 9.2, as of such date) and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents; provided, further, that for the purposes of this clause (vii), each of the following shall be deemed to be 0.25 cash: (A) any liabilities (as shown on Parent’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Parent or a Subsidiary, other than liabilities that are by their terms subordinated to 1.00 lower than the otherwise payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable First Lien Leverage RatioDisposition and for which the Parent and all of the Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent or any Subsidiary from such transferee that are converted by the Parent or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Parent or such Subsidiary from such transferee having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, not in excess of 2% of the consolidated total assets of the Parent and its Subsidiaries (measured as of the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause clause; (H) viii)), such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTP, Borrower and for at least 75% cash or cash equivalent considerationconsideration and shall be subject to Section 5.5(b), as applicable, (Iix) Dispositions permitted by Sections 12(c)(vii9.3(g), 12(d9.4, 9.5(a) (other than Section 9.5(a)(v)), 12(e)(i9.5(d), 12(f) 9.6 and 12(g)9.8 and 9.9, (Jx) Dispositions in the ordinary course of business of cash or Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, and the termination thereof, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery EventsEvents (without giving effect to the dollar threshold set forth in the definition thereof); provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving effect to the dollar threshold set forth in the definition of Recovery Event) are complied with in connection therewith (subject to Section 5.11), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or required to be made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (Oxv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qxvii) Dispositions of all or any portion non-core assets acquired in connection with a Permitted Acquisition, (xviii) Dispositions of the Capital Stock of Unrestricted Entities or any of their assets, (xix) any sale, lease, transfer or other Disposition of the Property property and assets set forth on Schedule 9.5(c) and (xx) the unwinding of KKIany Hedging Agreement. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, LLCsuch Collateral shall be sold free and clear of the Liens created by the Loan Documents, subject to the provisions of Section 12.16 hereof.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property rights to lapse or go abandoned in the ordinary course of business), (Bii) sales of used, obsolete or worn out equipment or other Property not used in the business of Parent and its Subsidiaries; , provided that (x) in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Borrower Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have beenbeen and (y) to the extent the Net Cash Proceeds from any sale or disposition effected under this clause (ii), together with all other such sales under this clause (ii) in the same year of Parent, exceed $20,000,000 such excess shall be deemed to be an “Asset Sale” and subject to the provisions of Section 5.5(b) (subject to Section 5.11 and without giving effect to the $2,500,000 amount referred to in the definition of “Asset Sale”), (Ciii) any Disposition of any Property to SFTP the Borrower or one of its their respective Wholly Owned Subsidiaries which is a Subsidiary Guarantor, (Div) any Disposition of any Property to a Non-Guarantor Subsidiary of SFTPthe Borrower, provided that the book value of the Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)9.8, (Ev) the sale (whether through a sale, swap or exchange) of any timeshare in any of the campground parks or pursuant to the Great Escape Agreements permitted under Section 12(e)(iv)(B9.5(e)(ii), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 25,000,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale of other Property having a fair market value not to exceed $287,500,000 250,000,000 in the aggregate, provided that with respect to all Dispositions permitted by this clause (Gvii), (iA) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTPthe Borrower, and for at least 75% cash or cash equivalent consideration consideration, (B) the requirements of Section 5.5(b) are complied with in connection therewith (subject to Section 5.11) and (iiC) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,00015,000,000, SFTP the Borrower shall be in pro forma compliance with Sections 12(a) Section 9.1 and 12(b) Section 9.2 (provided that in determining such compliance, the First Lien Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable First Lien Leverage Ratio), (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (Hviii), (A) such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTPthe Borrower, and for at least 75% cash or cash equivalent consideration, and (IB) the requirements of Section 5.5(b) are complied with in connection therewith (subject to Section 5.11), (ix) Dispositions permitted by Sections 12(c)(vii9.3(g), 12(d9.4, 9.5(a), 12(e)(i), 12(f) 9.6 and 12(g)9.8, (Jx) Dispositions in the ordinary course of business of Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery Events; provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) are complied with in connection therewith (subject to Section 5.11), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, property and (C) the fair market value of all Property disposed of pursuant to this clause (Nxiv) does not exceed $11,500,00010,000,000, (Oxv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qxvii) Dispositions of all or any portion of the Capital Stock or the Property of KKI, LLC. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than Parent or any of its Subsidiaries, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property Intellectual Property rights to lapse or go abandoned in the ordinary course of businessbusiness and allowing any registrations or applications for registration of any Intellectual Property to expire at the end of its statutory term as adjusted), (Bii) sales in the ordinary course of business of used, obsolete obsolete, surplus, uneconomic or worn out equipment or other Property not used or useful in the business of Parent and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (Ciii) any Disposition of any Property to SFTP the Borrower or one of its respective Wholly Owned Subsidiaries which is a any Subsidiary Guarantor, (Div) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor Subsidiary of SFTPthe Borrower or Parent, provided that the book value Disposition of the such Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)9.8, (EB) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C) from any Partnership Parks Entity to any other Partnership Parks Entity or Borrower of any Subsidiary hereof, (v) the sale (whether through a sale, swap or exchange) of any timeshare or fractional interest in any of the campground parks or pursuant to the Great Escape Agreements any assets permitted under Section 12(e)(iv)(B9.5(e)(i), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 40,000,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale Dispositions of other Property (A) real estate having a fair market value not to exceed $287,500,000 250,000,000 in the aggregateaggregate from and after the Closing Date, provided that (I) with respect to all Dispositions permitted by this clause (G), (i) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration and (ii) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,00020,000,000, SFTP individually or in the aggregate with other Dispositions made substantially contemporaneously as part of the same transaction or series of transactions pursuant to this clause (vii), after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in pro forma compliance compliance, on a Pro Forma Basis, with Sections 12(athe applicable Financial CovenantsSection 9.1 as of the latest Measurement Period (or with respect to Section 9.2, as of such date) and 12(b(II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents and (B) other property for fair market value, provided that (I) after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in determining such compliance, on a Pro Forma Basis, with the First Lien Leverage Ratio applicable Financial CovenantsSection 9.1 as of the latest Measurement Period (or with respect to Section 9.2, as of such date) and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents; provided, further, that for the purposes of this clause (vii), each of the following shall be deemed to be 0.25 cash: (A) any liabilities (as shown on Parent’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Parent or a Subsidiary, other than liabilities that are by their terms subordinated to 1.00 lower than the otherwise payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable First Lien Leverage RatioDisposition and for which the Parent and all of the Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent or any Subsidiary from such transferee that are converted by the Parent or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Parent or such Subsidiary from such transferee having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, not in excess of 2% of the consolidated total assets of the Parent and its Subsidiaries (measured as of the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (H) viii), such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTP, Borrower and for at least 75% cash or cash equivalent considerationconsideration and shall be subject to Section 5.5(b), as applicable, (Iix) Dispositions permitted by Sections 12(c)(vii9.3(g), 12(d9.4, 9.5(a) (other than Section 9.5(a)(v)), 12(e)(i9.5(d), 12(f) 9.6 and 12(g)9.8 and 9.9, (Jx) Dispositions in the ordinary course of business of cash or Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, and the termination thereof, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery EventsEvents (without giving effect to the dollar threshold set forth in the definition thereof); provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving effect to the dollar threshold set forth in the definition of Recovery Event) are complied with in connection therewith (subject to Section 5.11), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or required to be made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (Oxv) Dispositions of accounts receivables receivablesreceivable in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qxvii) Dispositions of all or any portion non-core assets acquired in connection with a Permitted Acquisition, (xviii) Dispositions of the Capital Stock of Unrestricted Entities or any of their assets, (xix) any sale, lease, transfer or other Disposition of the Property property and assets set forth on Schedule 9.5(c) and (xx) the unwinding of KKIany Hedging Agreement. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, LLCsuch Collateral shall be sold free and clear of the Liens created by the Loan Documents, subject to the provisions of Section 12.16 hereof.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property Intellectual Property rights to lapse or go abandoned in the ordinary course of businessbusiness and allowing any registrations or applications for registration of any Intellectual Property to expire at the end of its statutory term as adjusted), (Bii) sales in the ordinary course of business of used, obsolete obsolete, surplus, uneconomic or worn out equipment or other Property not used or useful in the business of Parent and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (Ciii) any Disposition of any Property to SFTP the Borrower or one of its respective Wholly Owned Subsidiaries which is a any Subsidiary Guarantor, (Div) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor Subsidiary of SFTPthe Borrower or Parent, provided that the book value Disposition of the such Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)9.8, (EB) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C) from any Partnership Parks Entity to any other Partnership Parks Entity or Borrower of any Subsidiary hereof, (v) the sale (whether through a sale, swap or exchange) of any timeshare or fractional interest in any of the campground parks or pursuant to the Great Escape Agreements any assets permitted under Section 12(e)(iv)(B9.5(e)(i), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 40,000,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale Dispositions of other Property (A) real estate having a fair market value not to exceed $287,500,000 250,000,000 in the aggregateaggregate from and after the Closing Date, provided that (I) with respect to all Dispositions permitted by this clause (G), (i) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration and (ii) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,00020,000,000, SFTP individually or in the aggregate with other Dispositions made substantially contemporaneously as part of the same transaction or series of transactions pursuant to this clause (vii), after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in pro forma compliance compliance, on a Pro Forma Basis, with Sections 12(aSection 9.1 and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents and 12(b(B) (other property for fair market value, provided that (I) after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in determining such compliance, on a Pro Forma Basis, with Section 9.1 and (II) at least 75% of the First Lien Leverage Ratio consideration received in respect of such Disposition is cash or cash equivalents; provided, further, that for the purposes of this clause (vii), each of the following shall be deemed to be 0.25 cash: (A) any liabilities (as shown on Parent’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Parent or a Subsidiary, other than liabilities that are by their terms subordinated to 1.00 lower than the otherwise payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable First Lien Leverage RatioDisposition and for which the Parent and all of the Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent or any Subsidiary from such transferee that are converted by the Parent or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Parent or such Subsidiary from such transferee having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, not in excess of 2% of the consolidated total assets of the Parent and its Subsidiaries (measured as of the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause clause; (Hviii) such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTP, Borrower and for at least 75% cash or cash equivalent considerationconsideration and shall be subject to Section 5.5(b), as applicable, (Iix) Dispositions permitted by Sections 12(c)(vii9.3(g), 12(d9.4, 9.5(a) (other than Section 9.5(a)(v)), 12(e)(i9.5(d), 12(f) 9.6 and 12(g)9.8 and 9.9, (Jx) Dispositions in the ordinary course of business of cash or Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, and the termination thereof, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery EventsEvents (without giving effect to the dollar threshold set forth in the definition thereof); provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving effect to the dollar threshold set forth in the definition of Recovery Event) are complied with in connection therewith (subject to Section 5.11), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or required to be made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (Oxv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qxvii) Dispositions of all or any portion non-core assets acquired in connection with a Permitted Acquisition, (xviii) Dispositions of the Capital Stock of Unrestricted Entities or any of their assets, (xix) any sale, lease, transfer or other Disposition of the Property property and assets set forth on Schedule 9.5(c) and (xx) the unwinding of KKIany Hedging Agreement. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, LLCsuch Collateral shall be sold free and clear of the Liens created by the Loan Documents, subject to the provisions of Section 12.16 hereof.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property rights to lapse or go abandoned in the ordinary course of business), (Bii) sales of used, obsolete or worn out equipment or other Property not used in the business of Parent and its Subsidiaries; , provided that (x) in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Borrower Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have beenbeen and (y) to the extent the Net Cash Proceeds from any sale or disposition effected under this clause (ii), together with all other such sales under this clause (ii) in the same year of Parent, exceed $20,000,000 such excess shall be deemed to be an “Asset Sale” and subject to the provisions of Section 3.4(b) (subject to Section 3.10 and without giving effect to the $2,500,000 amount referred to in the definition of “Asset Sale”), (Ciii) any Disposition of any Property to SFTP the Borrower or one of its their respective Wholly Owned Subsidiaries which is a Subsidiary Guarantor, (Div) any Disposition of any Property to a Non-Guarantor Subsidiary of SFTPthe Borrower, provided that the book value of the Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)7.8, (Ev) the sale (whether through a sale, swap or exchange) of any timeshare in any of the campground parks or pursuant to the Great Escape Agreements permitted under Section 12(e)(iv)(B7.5(e)(ii), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale of other Property having a fair market value not to exceed $287,500,000 in the aggregate, provided that with respect to all Dispositions permitted by this clause (Gvii), (iA) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTPthe Borrower, and for at least 75% cash or cash equivalent consideration consideration, (B) the requirements of Section 3.4(b) are complied with in connection therewith (subject to Section 3.10) and (iiC) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,000, SFTP the Borrower shall be in pro forma compliance with Sections 12(a) Section 7.1 and 12(b) Section 7.2 (provided that in determining such compliance, the First Lien Senior Secured Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable First Lien Senior Secured Leverage Ratio), (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (Hviii), (A) such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTPthe Borrower, and for at least 75% cash or cash equivalent considerationconsideration and (B) the requirements of Section 3.4(b) are complied with in connection therewith (subject to Section 3.10)), (Iix) Dispositions permitted by Sections 12(c)(vii7.3(g), 12(d7.4, 7.5(a), 12(e)(i), 12(f) 7.6 and 12(g)7.8, (Jx) Dispositions in the ordinary course of business of Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery Events; provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 3.4(b) are complied with in connection therewith (subject to Section 3.10), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, property and (C) the fair market value of all Property disposed of pursuant to this clause (Nxiv) does not exceed $11,500,000, (Oxv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qxvii) Dispositions of all or any portion of the Capital Stock or the Property of KKI, LLC. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.5 to any Person other than Parent or any of its Subsidiaries, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property Intellectual Property rights to lapse or go abandoned in the ordinary course of businessbusiness and allowing any registrations or applications for registration of any Intellectual Property to expire at the end of its statutory term as adjusted), (Bii) sales in the ordinary course of business of used, obsolete obsolete, surplus, uneconomic or worn out equipment or other Property not used or useful in the business of Parent and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (Ciii) any Disposition of any Property to SFTP the Borrower or one of its respective Wholly Owned Subsidiaries which is a any Subsidiary Guarantor, (Div) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor Subsidiary of SFTPthe Borrower or Parent, provided that the book value Disposition of the such Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)9.8, (EB) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C) from any Partnership Parks Entity to any other Partnership Parks Entity or Borrower of any Subsidiary hereof, (v) the sale (whether through a sale, swap or exchange) of any timeshare or fractional interest in any of the campground parks or any assets or interests pursuant to the Great Escape Agreements permitted under Section 12(e)(iv)(B9.5(e)(ii), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 40,000,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale Dispositions of other Property (A) real estate having a fair market value not to exceed $287,500,000 250,000,000 in the aggregateaggregate from and after the Closing Date, provided that (I) with respect to all Dispositions permitted by this clause (G), (i) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration and (ii) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,00020,000,000, SFTP individually or in the aggregate with other Dispositions made substantially contemporaneously as part of the same transaction or series of transactions pursuant to this clause (vii), after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in pro forma compliance compliance, on a Pro Forma Basis, with Sections 12(a9.1 and 9.2 and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents and 12(b(B) (other property having a fair market value not to exceed 10% of consolidated total assets of Parent and its Subsidiaries as of the end of the immediately preceding fiscal year in the aggregate in any fiscal year of the Borrower, provided that at least 75% of the consideration received in determining respect of such compliance, the First Lien Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable First Lien Leverage Ratio), Disposition is cash or cash equivalents; (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause clause; (Hviii) such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTP, Borrower and for at least 75% cash or cash equivalent considerationconsideration and shall be subject to Section 5.5(b), as applicable, (Iix) Dispositions permitted by Sections 12(c)(vii9.3(g), 12(d9.4, 9.5(a) (other than Section 9.5(a)(v)), 12(e)(i9.5(d), 12(f) 9.6 and 12(g)9.8 and 9.9, (Jx) Dispositions in the ordinary course of business of cash or Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, and the termination thereof, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery EventsEvents (without giving effect to the dollar threshold set forth in the definition thereof); provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving effect to the dollar threshold set forth in the definition of Recovery Event) are complied with in connection therewith (subject to Section 5.11), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or required to be made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (Oxv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qxvii) Dispositions of all or any portion non-core assets acquired in connection with a Permitted Acquisition, (xviii) Dispositions of the Capital Stock of Unrestricted Entities or any of their assets, (xix) any sale, lease, transfer or other Disposition of the Property property and assets set forth on Schedule 9.5(c) and (xx) the unwinding of KKIany Hedging Agreement. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, LLCsuch Collateral shall be sold free and clear of the Liens created by the Loan Documents, subject to the provisions of Section 12.16 hereof.

Restrictions on Dispositions. Consummate any Disposition other than Neither Greektown Holdings nor its Subsidiaries shall, sell, transfer, lease, contribute or otherwise convey (A) any Disposition including by way of any inventory merger), or grant options, warrants or other Property Disposed rights with respect to, any of its or their assets (including accounts receivable and Capital Stock) to any Person (each such conveyance, an “Asset Sale”) without the prior written consent of the Administrative Agent; provided, however, that the Operating Company and its Subsidiaries may, without the prior consent of the Administrative Agent, (x) make dispositions in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property rights to lapse or go abandoned in the ordinary course of business), (B) sales of used, obsolete or worn out equipment or other Property not used in the business of Parent and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (C) any Disposition of any Property to SFTP or one of its respective Wholly Owned Subsidiaries which is a Subsidiary Guarantor, (D) any Disposition of any Property to a Non-Guarantor Subsidiary of SFTP, provided that the book value of the Property so Disposed of shall be deemed to constitute an Investment under Section 12(g), (E) the sale (whether through a sale, swap or exchange) of any timeshare in any of the campground parks or pursuant to the Great Escape Agreements permitted under Section 12(e)(iv)(B), (F) the sale of other Property having a fair market value not to exceed $28,750,000 in the aggregate for any fiscal year of Parent, (G) the sale of other Property having a fair market value not to exceed $287,500,000 in the aggregate, provided that with respect to all Dispositions permitted by this clause (G), (i) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration and (ii) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,000, SFTP shall be in pro forma compliance with Sections 12(a) and 12(b) (provided that in determining such compliance, the First Lien Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable First Lien Leverage Ratio), (H) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (H) such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration, (I) Dispositions permitted by Sections 12(c)(vii), 12(d), 12(e)(i), 12(f) and 12(g), (J) Dispositions in the ordinary course of business of Permitted Investments, (K) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (L) Dispositions related to Recovery Events, (M) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (N) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (I) such Property is exchanged for credit against the purchase price of similar replacement Property or (II) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (O) Dispositions of accounts receivables in connection with the collection or compromise thereof, (P) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qy) Dispositions dispose of all (i) the Surplus Parcels and the Development Parcels and (ii) obsolete, worn out or any portion surplus assets or assets no longer used or useful in the business of the Capital Stock Operating Company or its Subsidiaries, so long as (A) such disposition does not materially and adversely affect the Property ability of KKIthe Operating Company or its Subsidiaries to own and operate the Temporary Casino 118 Complex and the Permanent Casino Complex in accordance with the Development Agreement and this Agreement, LLC(B) the net proceeds thereof which, with respect to the property described in item (ii) of clause (y), have not otherwise been used to fund replacement assets, are to be deposited in the Cash Collateral Account in accordance with Section 3.1.3 and the proceeds of the Cash Collateral Account shall be deemed to be part of the DIP Collateral and (C) with respect to such property listed in item (ii) of clause (y), (1) the consideration received for the disposition thereof shall be in an amount at least equal to the fair market value thereof as reasonably determined by the Administrative Agent and (2) such disposed property shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any Liens other than Permitted Liens and by such removal and replacement the Operating Company and its Subsidiaries shall be deemed to be part of the DIP Collateral. Each disposition set forth in the proviso of this Section 8.2.12 shall constitute a “Permitted Asset Sale”.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property rights to lapse or go abandoned in the ordinary course of business), (Bii) during any fiscal year, up to $15,000,000 of sales of used, obsolete or worn out equipment or other Property not used in the business of Parent Holdings and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (Ciii) any Disposition of any Property to SFTP Holdings or one of its respective a Wholly Owned Subsidiaries Subsidiary of Holdings which is a Subsidiary GuarantorGuarantor or the Primary Borrower, (Div) any Disposition of any Property to a Non-Guarantor Subsidiary of SFTPSubsidiary, provided that the book value of the Property so Disposed of shall be deemed to constitute an Investment under Section 12(g9.7(x), (Ev) any Property swap or exchange entered into pursuant to the Marine World Agreements, (vi) the sale (whether through a sale, swap or exchange) of any timeshare in any of the campground parks or pursuant to the Great Escape Agreements permitted under Section 12(e)(iv)(B9.4(e)(iii), (Fvii) the sale of other Property having a fair market value not to exceed $28,750,000 25,000,000 in the aggregate for any fiscal year of ParentHoldings, (Gviii) the sale of other Property having a fair market value not to exceed $287,500,000 500,000,000 in the aggregate, provided that with respect to all Dispositions permitted by this clause (Gviii), (iA) such Dispositions shall be made for at least fair market value, as determined in good faith by the board Board of directors Directors of Parent Holdings or SFTPthe Primary Borrower, and for at least 75% cash or cash equivalent consideration and (iiB) the requirements of Section 5.5(b) are complied with in connection with any such Disposition as therewith (subject to which the fair market value of the related Property is in excess of $17,250,000, SFTP shall be in pro forma compliance with Sections 12(a) and 12(b) (provided that in determining such compliance, the First Lien Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable First Lien Leverage RatioSection 5.11), (Hix) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (Hix), (A) such Dispositions shall be made for at least fair market value as determined in good faith by the board Board of directors Directors of Parent Holdings or SFTPthe Primary Borrower, and for at least 75% cash or cash equivalent considerationconsideration and (B) the requirements of Section 5.5(b) are complied with in connection therewith (subject to Section 5.11), (Ix) Dispositions permitted by Sections 12(c)(vii9.2(f), 12(d9.4(a), 12(e)(i), 12(f) 9.5 and 12(g)9.7 and Permitted Liens, (Jxi) Dispositions in the ordinary course of business of Permitted Investments, (Kxii) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, business and which do not materially interfere with the business of Parent Holdings and its Subsidiaries, taken as a whole, (Lxiii) Dispositions related transfers of property subject to Recovery Events, Events upon receipt of the Net Cash Proceeds of such Recovery Event or (Mxiv) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (N) Dispositions . To the extent any Collateral is Disposed of Property (as expressly permitted by this Section 9.4 to any Person other than Capital Stock of the Partnership Parks Entities) to the extent that (I) such Property is exchanged for credit against the purchase price of similar replacement Property or (II) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (O) Dispositions of accounts receivables in connection with the collection or compromise thereof, (P) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, such Collateral shall be sold free and (Q) Dispositions of all or any portion clear of the Capital Stock Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Property of KKICollateral Agent, LLCas applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property Intellectual Property rights to lapse or go abandoned in the ordinary course of businessbusiness and allowing any registrations or applications for registration of any Intellectual Property to expire at the end of its statutory term as adjusted), (Bii) sales in the ordinary course of business of used, obsolete obsolete, surplus, uneconomic or worn out equipment or other Property not used or useful in the business of Parent and its Subsidiaries; provided that in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal reduction in the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been, (Ciii) any Disposition of any Property to SFTP the Borrower or one of its respective Wholly Owned Subsidiaries which is a any Subsidiary Guarantor, (Div) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor Subsidiary of SFTPthe Borrower or Parent, provided that the book value Disposition of the such Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)9.8, (EB) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C) from any Partnership Parks Entity to any other Partnership Parks Entity or Borrower of any Subsidiary hereof, (v) the sale (whether through a sale, swap or exchange) of any timeshare or fractional interest in any of the campground parks or pursuant to the Great Escape Agreements any assets permitted under Section 12(e)(iv)(B9.5(e)(i), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 40,000,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale Dispositions of other Property (A) real estate having a fair market value not to exceed $287,500,000 250,000,000 in the aggregateaggregate from and after the Closing Date, provided that (I) with respect to all Dispositions permitted by this clause (G), (i) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTP, and for at least 75% cash or cash equivalent consideration and (ii) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,00020,000,000, SFTP individually or in the aggregate with other Dispositions made substantially contemporaneously as part of the same transaction or series of transactions pursuant to this clause (vii), after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in pro forma compliance compliance, on a Pro Forma Basis, with Sections 12(athe applicable Financial Covenants as of the latest Measurement Period (or with respect to Section 9.2, as of such date) and 12(b(II) at least 75% of the consideration received in respect of such Disposition is ​ ​ cash or cash equivalents and (B) other property for fair market value, provided that (I) after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in determining such compliance, on a Pro Forma Basis, with the First Lien Leverage Ratio applicable Financial Covenants as of the latest Measurement Period (or with respect to Section 9.2, as of such date) and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents; provided, further, that for the purposes of this clause (vii), each of the following shall be deemed to be 0.25 cash: (A) any liabilities (as shown on Parent’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Parent or a Subsidiary, other than liabilities that are by their terms subordinated to 1.00 lower than the otherwise payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable First Lien Leverage RatioDisposition and for which the Parent and all of the Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent or any Subsidiary from such transferee that are converted by the Parent or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Parent or such Subsidiary from such transferee having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, not in excess of 2% of the consolidated total assets of the Parent and its Subsidiaries (measured as of the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (H) viii), such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTP, Borrower and for at least 75% cash or cash equivalent considerationconsideration and shall be subject to Section 5.5(b), as applicable, (Iix) Dispositions permitted by Sections 12(c)(vii9.3(g), 12(d9.4, 9.5(a) (other than Section 9.5(a)(v)), 12(e)(i9.5(d), 12(f) 9.6 and 12(g)9.8 and 9.9, (Jx) Dispositions in the ordinary course of business of cash or Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, and the termination thereof, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery EventsEvents (without giving effect to the dollar threshold set forth in the definition thereof); provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving effect to the dollar threshold set forth in the definition of Recovery Event) are complied with in connection therewith (subject to Section 5.11), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or required to be made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (Oxv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not ​ ​ material in the conduct of its business, and (Qxvii) Dispositions of all or any portion non-core assets acquired in connection with a Permitted Acquisition, (xviii) Dispositions of the Capital Stock of Unrestricted Entities or any of their assets, (xix) any sale, lease, transfer or other Disposition of the Property property and assets set forth on Schedule 9.5(c) and (xx) the unwinding of KKIany Hedging Agreement. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, LLCsuch Collateral shall be sold free and clear of the Liens created by the Loan Documents, subject to the provisions of Section 12.16 hereof.

Restrictions on Dispositions. Consummate any Disposition other than (Ai) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property Intellectual Property rights to lapse or go abandoned in the ordinary course of business), (Bii) sales of used, obsolete obsolete, surplus, uneconomic or worn out equipment or other Property not used or useful in the business of Parent and its Subsidiaries; , provided that (x) in the judgment of Parent, the sale of such equipment or other Property will not result in more than a nominal $2,000,000 reduction in the SFTP Borrower Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have beenbeen and (y) to the extent the Net Cash Proceeds from any sale or disposition effected under this clause (ii), together with all other such sales under this clause (ii) in the same year of Parent, exceed $20,000,000 such excess shall be deemed to be an “Asset Sale” and subject to the provisions of Section 5.5(b) (subject to Section 5.11 and without giving effect to the $5,000,000 amount referred to in the definition of “Asset Sale”), (Ciii) any Disposition of any Property to SFTP the Borrower or one of its respective Wholly Owned Subsidiaries which is a any Subsidiary Guarantor, (Div) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor Subsidiary of SFTPthe Borrower, provided that the book value Disposition of the such Property so Disposed of shall be deemed to constitute an Investment under Section 12(g)9.8, (EB) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C) from any Partnership Parks Entity to any other Partnership Parks Entity, (v) the sale (whether through a sale, swap or exchange) of any timeshare in any of the campground parks or pursuant to the Great Escape Agreements permitted under Section 12(e)(iv)(B9.5(e)(ii), (Fvi) the sale of other Property having a fair market value not to exceed $28,750,000 40,000,000 in the aggregate for any fiscal year of Parent, (Gvii) the sale of other Property having a fair market value not to exceed $287,500,000 in the aggregateany Property, provided that with respect to all any Dispositions permitted by pursuant to this clause (Gvii), (iI) the fair market value of all Property sold in the aggregate shall not exceed the greater of (x) $250,000,000 or (y) 10% of consolidated total assets of Parent as of the end of the immediately preceding fiscal year, (II) such Dispositions shall be made for at least fair market value, as determined in good faith by the board of directors of Parent or SFTPthe Borrower, and for at least 75% cash or cash equivalent consideration consideration, (III) the requirements of Section 5.5(b) are complied with in connection therewith (subject to Section 5.11) and (iiIV) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,00020,000,000, SFTP individually or in the aggregate with other sales made substantially contemporaneously as part of the same transaction or series of transactions pursuant to this clause (vii), the Borrower shall be in pro forma compliance with Sections 12(a) Section 9.1 and 12(b) (Section 9.2 on a Pro Forma Basis as of the applicable Measurement Period; provided that in determining such compliance, the First Lien required Senior Secured Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable First Lien Senior Secured Leverage Ratio), (Hviii) the sale of unused Real Property that is unimproved (except for parking lots) and that is adjacent to a Park, provided that with respect to all Dispositions permitted by this clause (Hviii), (A) such Dispositions shall be made for at least fair market value as determined in good faith by the board of directors of Parent or SFTPthe Borrower, and for at least 75% cash or cash equivalent consideration, and (IB) the requirements of Section 5.5(b) 125 are complied with in connection therewith (subject to Section 5.11), (ix) Dispositions permitted by Sections 12(c)(vii9.3(g), 12(d9.4, 9.5(a) (other than Section 9.5(a)(v)), 12(e)(i), 12(f) 9.6 and 12(g)9.8, (Jx) Dispositions in the ordinary course of business of Permitted Investments, (Kxi) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business, and the termination thereof, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (Lxii) Dispositions related to Recovery EventsEvents (without giving effect to the dollar threshold set forth in the definition thereof); provided that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving effect to the dollar threshold set forth in the definition of Recovery Event) are complied with in connection therewith (subject to Section 5.11), (Mxiii) Dispositions of Investments in joint ventures to the extent required by, or required to be made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements, (Nxiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (IA) such Property is exchanged for credit against the purchase price of similar replacement Property or (IIB) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, and the fair market value of all Property disposed of pursuant to this clause (N) does not exceed $11,500,000, (Oxv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (Pxvi) Dispositions in the ordinary course of business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business, and (Qxvii) Dispositions of all or any portion non-core assets acquired in connection with a Permitted Acquisition, (xviii) Dispositions of the Capital Stock of Unrestricted Entities or any of their assets, (xix) any sale, lease, transfer or other Disposition of the Property property and assets set forth on Schedule 9.5(c) and (xx) the unwinding of KKIany Hedging Agreement. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, LLCsuch Collateral shall be sold free and clear of the Liens created by the Loan Documents, subject to the provisions of Section 12.16 hereof.