Common use of Restrictions on Dispositions Clause in Contracts

Restrictions on Dispositions. (a) Neither the Borrower nor any of the Subsidiary Guarantors shall, issue, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants or other rights with respect to, any of its or their assets (including accounts receivable and Capital Stock) to any Person, except in connection with Cash Contributions to Capital; provided, however, that the Borrower and its Subsidiary Guarantors may (x) make dispositions in the ordinary course of its business, and (y) dispose of obsolete, worn out or surplus assets or assets no longer used or useful in its the business, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower to own and operate the Property in accordance with the Loan Documents and (B) the net proceeds thereof, with respect to the property described in clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against the Loans in accordance with Section 3.1.2. Each disposition set forth in the proviso of this Section 7.2.9 shall constitute a “Permitted Asset Sale”. (b) Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to transfer an approximately one (1) acre portion of the Property (the “Retail Parcel”) to a newly-formed and wholly-owned special purpose Subsidiary or Affiliate of the Borrower, whether in one or a series of transactions (such transaction or series of transactions, the “Permitted Retail Transaction”), subject to the satisfaction of each of the following conditions: (i) the Borrower shall have delivered a copy of one or more resolutions or other authorizations of the Board of Directors of the Borrower certified by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the execution, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower; (ii) such transfer of the Retail Parcel shall be evidenced by a deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders; (iii) the Borrower and the Administrative Agent shall have entered into an amendment of the Deed of Trust in the form of Exhibit I attached hereto reflecting the release of the Retail Parcel from the Lien of the Deed of Trust and the continuing First Priority Lien of the Deed of Trust, as amended, as Security for the Loans; (iv) in connection with the amendment of the Deed of Trust described in clause (iii) above, the Borrower shall have caused the Title Insurer to deliver to the Administrative Agent an endorsement to the Title Policy insuring the continuing First Priority of the Lien of the Deed of Trust as Security for the Loans and insuring that (i) since the Effective Date there has been no change in the condition of title to the Property except as permitted by the Loan Documents and (ii) there are no intervening Liens (including inchoate mechanics' liens) on the Property which may then or thereafter take priority over the Lien of the Deed of Trust (other than the Permitted Liens); (v) in connection with a transfer of the Retail Parcel, the Borrower shall obtain (x) a new survey of the Property evidencing the partitioning and conveyance of the Retail Parcel as a separate legal parcel, which survey shall be in form and substance reasonably acceptable to the Administrative Agent and the Lenders, and (y) evidence in form and substance reasonably acceptable to the Administrative Agent and the Lenders that the Retail Parcel constitutes a separate tax lot, and shall promptly deliver such survey and evidence to the Administrative Agent and the Lenders; (vi) any Liens, Instruments, agreements or other documents, including, without limitation, any restrictive covenants, declarations, reciprocal easement agreements or other access easements, rights-of-way or licenses, to be entered into by the Borrower and/or the owner of the Retail Project affecting all or any portion the Property shall be subject to the Administrative Agent's and the Lenders' prior written review and approval in their reasonable discretion, such review and approval in their reasonable discretion to be undertaken promptly; (vii) both before and after giving effect to such transaction, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing or, after giving effect to the Permitted Retail Transaction, could reasonably be expected to result; (viii) the Administrative Agent and the Lenders shall have received an opinion of counsel to the Borrower, including the assumptions and qualifications contained therein, reasonably satisfactory to the Administrative Agent and the Lenders; (ix) the Borrower agrees to deliver to the Administrative Agent and the Lenders, promptly upon request, such documentation as the Administrative Agent or the Lenders may reasonably request regarding the status of construction of the Retail Project to be developed on the Retail Parcel; (x) the Borrower shall pay all out-of-pocket costs and expenses of the Administrative Agent and the Lenders, including, but not limited to reasonable attorneys' fees and expenses, incurred in connection with the Administrative Agent's and the Lenders' review and negotiation of any Instruments, agreements or documentation relating to the Permitted Retail Transaction and any subsequent administration thereof and the enforcement of the rights of the Administrative Agent and the Lenders in connection therewith; (xi) all amounts required to be paid to or deposited with the Administrative Agent and/or the Lenders and all Taxes, Impositions, fees and other costs payable in connection with the Loan Documents shall have been paid or deposited, as the case may be. The Borrower shall have paid all fees, expenses and other charges then due and payable by it under any agreements between the Borrower or the Administrative Agent and/or the Lenders, including, without limitation, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, pursuant to Section 10.3; and (xii) the Borrower shall deliver to the Administrative Agent, promptly upon the consummation of the Permitted Retail Transaction, a true and correct copy of each Instrument, agreement or other document executed or delivered in connection with such transaction.

Restrictions on Dispositions. (a) Neither Disposition of Units otherwise permitted or required by this Agreement may only be made in compliance with federal and state securities laws, including the Borrower nor any of Securities Act and the Subsidiary Guarantors shall, issue, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants or other rights with respect to, any of its or their assets (including accounts receivable rules and Capital Stock) to any Person, except in connection with Cash Contributions to Capital; provided, however, that the Borrower and its Subsidiary Guarantors may (x) make dispositions in the ordinary course of its businessregulations thereunder, and (y) dispose of obsolete, worn out or surplus assets or assets no longer used or useful in its the business, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower to own and operate the Property in accordance with the Loan Documents and (B) the net proceeds thereof, with respect to the property described in clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against the Loans in accordance with Section 3.1.2. Each disposition set forth in the proviso of this Section 7.2.9 shall constitute a “Permitted Asset Sale”Act. (b) Notwithstanding anything to For so long as the contrary contained hereinCompany is a partnership for U.S. federal income tax purposes, in no event may any Disposition of any Units by any Member be made if such Disposition is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or if such Disposition would otherwise result in the Company being treated as a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code and the regulations promulgated thereunder. (c) For as long as the Company is a partnership for U.S. federal income tax purposes, the Borrower Company shall be permitted monitor Dispositions of Units in the Company to transfer an approximately one (1) acre portion of the Property (the “Retail Parcel”) to a newly-formed and wholly-owned special purpose Subsidiary or Affiliate of the Borrower, whether in one or a series of transactions (such transaction or series of transactions, the “Permitted Retail Transaction”), subject to the satisfaction of each of the following conditions: determine (i) if such Units are being traded on an “established securities market” or a “secondary market (or the Borrower shall have delivered a copy substantial equivalent thereof)” within the meaning of one or more resolutions or other authorizations Section 7704 of the Board of Directors of the Borrower certified by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the executionCode, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower; (ii) such transfer of the Retail Parcel shall be evidenced by a deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders; (iii) the Borrower and the Administrative Agent shall have entered into an amendment of the Deed of Trust in the form of Exhibit I attached hereto reflecting the release of the Retail Parcel from the Lien of the Deed of Trust and the continuing First Priority Lien of the Deed of Trust, as amended, as Security for the Loans; (iv) in connection with the amendment of the Deed of Trust described in clause (iii) above, the Borrower shall have caused the Title Insurer to deliver to the Administrative Agent an endorsement to the Title Policy insuring the continuing First Priority of the Lien of the Deed of Trust as Security for the Loans and insuring that (i) since the Effective Date there has been no change in the condition of title to the Property except as permitted by the Loan Documents and (ii) there are whether additional Dispositions of Units would result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Treasury Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which Units will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Trading Safe Harbors”). The Officers shall take all steps as instructed by the Board to prevent any trading of Units or any recognition by the Company of Dispositions made on such markets and, except as otherwise provided herein, to ensure that at least one of the Trading Safe Harbors is met. (d) Dispositions of Units may only be made in strict compliance with all applicable terms of this Agreement and any applicable Restricted Unit Agreements, and any purported Disposition of Units that does not so comply with all applicable provisions of this Agreement and any applicable Restricted Unit Agreements shall be null and void and of no intervening Liens (including inchoate mechanics' liens) force or effect, and the Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the Property which may then or thereafter take priority over the Lien transfer books of the Deed Company or Capital Accounts of Trust (other than the Permitted Liens);Members. The Members agree that the restrictions contained in this Article 7 are fair and reasonable and in the best interests of the Company and the Members. (ve) Any Disposition of Units shall be subject to execution by the transferee (and, if the transferee is a natural person, the transferee’s spouse) of an Addendum Agreement and payment of all reasonable expenses incurred by the Company in connection with such Disposition, including any necessary amendments to this Agreement to reflect such Disposition and payment by the transferee of all unpaid Capital Contribution obligations of its transferor attributable to the transferred Membership Interests. Transferees of a transfer Membership Interest who do not become Substituted Members shall have only the rights of an assignee of a Membership Interest and, therefore, no right to participate in the management of the Retail Parcel, the Borrower shall obtain (x) a new survey business and affairs of the Property evidencing Company. An assignee shall have only the partitioning right to receive allocations and conveyance of distributions attributable to the Retail Parcel as a separate legal parcelMembership Interests acquired by such assignee, which survey shall be in form and substance reasonably acceptable to the Administrative Agent and the Lenders, and (y) evidence in form and substance reasonably acceptable to the Administrative Agent and the Lenders that the Retail Parcel constitutes a separate tax lot, and shall promptly deliver such survey and evidence to the Administrative Agent and the Lenders; (vi) any Liens, Instruments, agreements or other documents, including, without limitation, any restrictive covenants, declarations, reciprocal easement agreements or other access easements, rights-of-way or licenses, to be entered into by the Borrower and/or the owner of the Retail Project affecting all or any portion the Property Membership Interests shall be subject to the Administrative Agent's same restrictions on transfer as contained in this Agreement. An assignee shall have the same obligations to the Company and the Lenders' prior written review and approval in their reasonable discretion, such review and approval in their reasonable discretion to be undertaken promptly; (vii) both before and after giving effect to such transaction, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing or, after giving effect to Members as a Member holding the Permitted Retail Transaction, could reasonably be expected to result; (viii) the Administrative Agent and the Lenders shall have received an opinion of counsel to the Borrowersame Membership Interest would have, including the assumptions and qualifications contained therein, reasonably satisfactory any obligation to the Administrative Agent and the Lenders; (ix) the Borrower agrees to deliver to the Administrative Agent and the Lenders, promptly upon request, such documentation as the Administrative Agent or the Lenders may reasonably request regarding the status of construction of the Retail Project to be developed on the Retail Parcel; (x) the Borrower shall pay all out-of-pocket costs and expenses of the Administrative Agent and the Lenders, including, but not limited to reasonable attorneys' fees and expenses, incurred in connection with the Administrative Agent's and the Lenders' review and negotiation of any Instruments, agreements or documentation relating to the Permitted Retail Transaction and any subsequent administration thereof and the enforcement of the rights of the Administrative Agent and the Lenders in connection therewith; (xi) all amounts required to be paid to or deposited with the Administrative Agent and/or the Lenders and all Taxes, Impositions, fees and other costs payable in connection with the Loan Documents shall have been paid or deposited, as the case may be. The Borrower shall have paid all fees, expenses and other charges then due and payable by it under any agreements between the Borrower or the Administrative Agent and/or the Lenders, including, without limitation, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, pursuant to Section 10.3; and (xii) the Borrower shall deliver to the Administrative Agent, promptly upon the consummation of the Permitted Retail Transaction, a true and correct copy of each Instrument, agreement or other document executed or delivered in connection with such transactionmake Capital Contributions.

Restrictions on Dispositions. (a) Neither the Borrower Greektown Holdings nor any of the Subsidiary Guarantors its Subsidiaries shall, issue, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants or other rights with respect to, any of its or their assets (including accounts receivable and Capital Stock) to any PersonPerson (each such conveyance, except in connection with Cash Contributions to Capitalan “Asset Sale”) without the prior written consent of the Administrative Agent; provided, however, that the Borrower Operating Company and its Subsidiary Guarantors may Subsidiaries may, without the prior consent of the Administrative Agent, (x) make dispositions in the ordinary course of its business, and (y) dispose of (i) the Surplus Parcels and the Development Parcels and (ii) obsolete, worn out or surplus assets or assets no longer used or useful in the business of the Operating Company or its the businessSubsidiaries, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower Operating Company or its Subsidiaries to own and operate the Property Temporary Casino Complex and the Permanent Casino Complex in accordance with the Loan Documents Development Agreement and this Agreement, (B) the net proceeds thereofthereof which, with respect to the property described in item (ii) of clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against deposited in the Loans Cash Collateral Account in accordance with Section 3.1.23.1.3 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 7.2.9 8.2.12 shall constitute a “Permitted Asset Sale”. (b) Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to transfer an approximately one (1) acre portion of the Property (the “Retail Parcel”) to a newly-formed and wholly-owned special purpose Subsidiary or Affiliate of the Borrower, whether in one or a series of transactions (such transaction or series of transactions, the “Permitted Retail Transaction”), subject to the satisfaction of each of the following conditions: (i) the Borrower shall have delivered a copy of one or more resolutions or other authorizations of the Board of Directors of the Borrower certified by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the execution, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower; (ii) such transfer of the Retail Parcel shall be evidenced by a deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders; (iii) the Borrower and the Administrative Agent shall have entered into an amendment of the Deed of Trust in the form of Exhibit I attached hereto reflecting the release of the Retail Parcel from the Lien of the Deed of Trust and the continuing First Priority Lien of the Deed of Trust, as amended, as Security for the Loans; (iv) in connection with the amendment of the Deed of Trust described in clause (iii) above, the Borrower shall have caused the Title Insurer to deliver to the Administrative Agent an endorsement to the Title Policy insuring the continuing First Priority of the Lien of the Deed of Trust as Security for the Loans and insuring that (i) since the Effective Date there has been no change in the condition of title to the Property except as permitted by the Loan Documents and (ii) there are no intervening Liens (including inchoate mechanics' liens) on the Property which may then or thereafter take priority over the Lien of the Deed of Trust (other than the Permitted Liens); (v) in connection with a transfer of the Retail Parcel, the Borrower shall obtain (x) a new survey of the Property evidencing the partitioning and conveyance of the Retail Parcel as a separate legal parcel, which survey shall be in form and substance reasonably acceptable to the Administrative Agent and the Lenders, and (y) evidence in form and substance reasonably acceptable to the Administrative Agent and the Lenders that the Retail Parcel constitutes a separate tax lot, and shall promptly deliver such survey and evidence to the Administrative Agent and the Lenders; (vi) any Liens, Instruments, agreements or other documents, including, without limitation, any restrictive covenants, declarations, reciprocal easement agreements or other access easements, rights-of-way or licenses, to be entered into by the Borrower and/or the owner of the Retail Project affecting all or any portion the Property shall be subject to the Administrative Agent's and the Lenders' prior written review and approval in their reasonable discretion, such review and approval in their reasonable discretion to be undertaken promptly; (vii) both before and after giving effect to such transaction, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing or, after giving effect to the Permitted Retail Transaction, could reasonably be expected to result; (viii) the Administrative Agent and the Lenders shall have received an opinion of counsel to the Borrower, including the assumptions and qualifications contained therein, reasonably satisfactory to the Administrative Agent and the Lenders; (ix) the Borrower agrees to deliver to the Administrative Agent and the Lenders, promptly upon request, such documentation as the Administrative Agent or the Lenders may reasonably request regarding the status of construction of the Retail Project to be developed on the Retail Parcel; (x) the Borrower shall pay all out-of-pocket costs and expenses of the Administrative Agent and the Lenders, including, but not limited to reasonable attorneys' fees and expenses, incurred in connection with the Administrative Agent's and the Lenders' review and negotiation of any Instruments, agreements or documentation relating to the Permitted Retail Transaction and any subsequent administration thereof and the enforcement of the rights of the Administrative Agent and the Lenders in connection therewith; (xi) all amounts required to be paid to or deposited with the Administrative Agent and/or the Lenders and all Taxes, Impositions, fees and other costs payable in connection with the Loan Documents shall have been paid or deposited, as the case may be. The Borrower shall have paid all fees, expenses and other charges then due and payable by it under any agreements between the Borrower or the Administrative Agent and/or the Lenders, including, without limitation, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, pursuant to Section 10.3; and (xii) the Borrower shall deliver to the Administrative Agent, promptly upon the consummation of the Permitted Retail Transaction, a true and correct copy of each Instrument, agreement or other document executed or delivered in connection with such transaction.

Restrictions on Dispositions. Consummate any Disposition other than (ai) Neither the Borrower nor any Disposition of the Subsidiary Guarantors shall, issue, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants any inventory or other rights with respect to, any Property Disposed of its or their assets (including accounts receivable and Capital Stock) to any Person, except in connection with Cash Contributions to Capital; provided, however, that the Borrower and its Subsidiary Guarantors may (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), (ii) 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 Borrower Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been 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”), (iii) any Disposition of any Property to the Borrower or one of their respective Wholly Owned Subsidiaries which is a Subsidiary Guarantor, (iv) any Disposition of any Property to a Non-Guarantor Subsidiary of the Borrower, provided that the book value of the Property so Disposed of shall be deemed to constitute an Investment under Section 9.8, (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 9.5(e)(ii), (vi) the sale of other Property having a fair market value not to exceed $25,000,000 in the aggregate for any fiscal year of Parent, (vii) the sale of other Property having a fair market value not to exceed $250,000,000 in the aggregate, provided that with respect to all Dispositions permitted by this clause (vii), (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 the Borrower, and for at least 75% cash or cash equivalent consideration, (B) the requirements of Section 5.5(b) are complied with in connection therewith (subject to Section 5.11) and (C) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $15,000,000, the Borrower shall be in pro forma compliance with Section 9.1 and 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), (viii) 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 (viii), (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 the Borrower, and for at least 75% cash or cash equivalent consideration, 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 9.3(g), 9.4, 9.5(a), 9.6 and 9.8, (x) Dispositions in the ordinary course of business of Permitted Investments, (xi) 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, (xii) 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), (xiii) 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, (xiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (A) such Property is exchanged for credit against the purchase price of similar replacement Property or (B) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property and (C) the fair market value of all Property disposed of pursuant to this clause (xiv) does not exceed $10,000,000, (xv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (xvi) 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 (yxvii) dispose Dispositions of obsolete, worn out all or surplus assets or assets no longer used or useful in its the business, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower to own and operate the Property in accordance with the Loan Documents and (B) the net proceeds thereof, with respect to the property described in clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against the Loans in accordance with Section 3.1.2. Each disposition set forth in the proviso of this Section 7.2.9 shall constitute a “Permitted Asset Sale”. (b) Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to transfer an approximately one (1) acre any portion of the Capital Stock or the Property (of KKI, LLC. To the “Retail Parcel”) extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to a newly-formed any Person other than Parent or any of its Subsidiaries, such Collateral shall be sold free and wholly-owned special purpose Subsidiary or Affiliate clear of the BorrowerLiens created by the Loan Documents, whether in one or a series of transactions (such transaction or series of transactionsand, if requested by the “Permitted Retail Transaction”)Administrative Agent, subject to upon the satisfaction of each of the following conditions: (i) certification by the Borrower shall have delivered a copy of one or more resolutions or other authorizations of the Board of Directors of the Borrower certified that such Disposition is permitted by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the executionthis Agreement, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower; (ii) such transfer of the Retail Parcel shall be evidenced by a deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders; (iii) the Borrower and the Administrative Agent shall have entered into an amendment of be authorized to take any actions deemed appropriate in order to effect the Deed of Trust in the form of Exhibit I attached hereto reflecting the release of the Retail Parcel from the Lien of the Deed of Trust and the continuing First Priority Lien of the Deed of Trust, as amended, as Security for the Loans; (iv) in connection with the amendment of the Deed of Trust described in clause (iii) above, the Borrower shall have caused the Title Insurer to deliver to the Administrative Agent an endorsement to the Title Policy insuring the continuing First Priority of the Lien of the Deed of Trust as Security for the Loans and insuring that (i) since the Effective Date there has been no change in the condition of title to the Property except as permitted by the Loan Documents and (ii) there are no intervening Liens (including inchoate mechanics' liens) on the Property which may then or thereafter take priority over the Lien of the Deed of Trust (other than the Permitted Liens); (v) in connection with a transfer of the Retail Parcel, the Borrower shall obtain (x) a new survey of the Property evidencing the partitioning and conveyance of the Retail Parcel as a separate legal parcel, which survey shall be in form and substance reasonably acceptable to the Administrative Agent and the Lenders, and (y) evidence in form and substance reasonably acceptable to the Administrative Agent and the Lenders that the Retail Parcel constitutes a separate tax lot, and shall promptly deliver such survey and evidence to the Administrative Agent and the Lenders; (vi) any Liens, Instruments, agreements or other documents, including, without limitation, any restrictive covenants, declarations, reciprocal easement agreements or other access easements, rights-of-way or licenses, to be entered into by the Borrower and/or the owner of the Retail Project affecting all or any portion the Property shall be subject to the Administrative Agent's and the Lenders' prior written review and approval in their reasonable discretion, such review and approval in their reasonable discretion to be undertaken promptly; (vii) both before and after giving effect to such transaction, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing or, after giving effect to the Permitted Retail Transaction, could reasonably be expected to result; (viii) the Administrative Agent and the Lenders shall have received an opinion of counsel to the Borrower, including the assumptions and qualifications contained therein, reasonably satisfactory to the Administrative Agent and the Lenders; (ix) the Borrower agrees to deliver to the Administrative Agent and the Lenders, promptly upon request, such documentation as the Administrative Agent or the Lenders may reasonably request regarding the status of construction of the Retail Project to be developed on the Retail Parcel; (x) the Borrower shall pay all out-of-pocket costs and expenses of the Administrative Agent and the Lenders, including, but not limited to reasonable attorneys' fees and expenses, incurred in connection with the Administrative Agent's and the Lenders' review and negotiation of any Instruments, agreements or documentation relating to the Permitted Retail Transaction and any subsequent administration thereof and the enforcement of the rights of the Administrative Agent and the Lenders in connection therewith; (xi) all amounts required to be paid to or deposited with the Administrative Agent and/or the Lenders and all Taxes, Impositions, fees and other costs payable in connection with the Loan Documents shall have been paid or deposited, as the case may be. The Borrower shall have paid all fees, expenses and other charges then due and payable by it under any agreements between the Borrower or the Administrative Agent and/or the Lenders, including, without limitation, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, pursuant to Section 10.3; and (xii) the Borrower shall deliver to the Administrative Agent, promptly upon the consummation of the Permitted Retail Transaction, a true and correct copy of each Instrument, agreement or other document executed or delivered in connection with such transactionforegoing.

Restrictions on Dispositions. Consummate any Disposition other than (aA) Neither the Borrower nor any Disposition of the Subsidiary Guarantors shall, issue, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants any inventory or other rights with respect to, any Property Disposed of its or their assets (including accounts receivable and Capital Stock) to any Person, except in connection with Cash Contributions to Capital; provided, however, that the Borrower and its Subsidiary Guarantors may (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 (yQ) dispose Dispositions of obsolete, worn out or surplus assets or assets no longer used or useful in its the business, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower to own and operate the Property in accordance with the Loan Documents and (B) the net proceeds thereof, with respect to the property described in clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against the Loans in accordance with Section 3.1.2. Each disposition set forth in the proviso of this Section 7.2.9 shall constitute a “Permitted Asset Sale”. (b) Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to transfer an approximately one (1) acre portion of the Property (the “Retail Parcel”) to a newly-formed and wholly-owned special purpose Subsidiary or Affiliate of the Borrower, whether in one or a series of transactions (such transaction or series of transactions, the “Permitted Retail Transaction”), subject to the satisfaction of each of the following conditions: (i) the Borrower shall have delivered a copy of one or more resolutions or other authorizations of the Board of Directors of the Borrower certified by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the execution, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower; (ii) such transfer of the Retail Parcel shall be evidenced by a deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders; (iii) the Borrower and the Administrative Agent shall have entered into an amendment of the Deed of Trust in the form of Exhibit I attached hereto reflecting the release of the Retail Parcel from the Lien of the Deed of Trust and the continuing First Priority Lien of the Deed of Trust, as amended, as Security for the Loans; (iv) in connection with the amendment of the Deed of Trust described in clause (iii) above, the Borrower shall have caused the Title Insurer to deliver to the Administrative Agent an endorsement to the Title Policy insuring the continuing First Priority of the Lien of the Deed of Trust as Security for the Loans and insuring that (i) since the Effective Date there has been no change in the condition of title to the Property except as permitted by the Loan Documents and (ii) there are no intervening Liens (including inchoate mechanics' liens) on the Property which may then or thereafter take priority over the Lien of the Deed of Trust (other than the Permitted Liens); (v) in connection with a transfer of the Retail Parcel, the Borrower shall obtain (x) a new survey of the Property evidencing the partitioning and conveyance of the Retail Parcel as a separate legal parcel, which survey shall be in form and substance reasonably acceptable to the Administrative Agent and the Lenders, and (y) evidence in form and substance reasonably acceptable to the Administrative Agent and the Lenders that the Retail Parcel constitutes a separate tax lot, and shall promptly deliver such survey and evidence to the Administrative Agent and the Lenders; (vi) any Liens, Instruments, agreements or other documents, including, without limitation, any restrictive covenants, declarations, reciprocal easement agreements or other access easements, rights-of-way or licenses, to be entered into by the Borrower and/or the owner of the Retail Project affecting all or any portion of the Capital Stock or the Property shall be subject to the Administrative Agent's and the Lenders' prior written review and approval in their reasonable discretionof KKI, such review and approval in their reasonable discretion to be undertaken promptly; (vii) both before and after giving effect to such transaction, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing or, after giving effect to the Permitted Retail Transaction, could reasonably be expected to result; (viii) the Administrative Agent and the Lenders shall have received an opinion of counsel to the Borrower, including the assumptions and qualifications contained therein, reasonably satisfactory to the Administrative Agent and the Lenders; (ix) the Borrower agrees to deliver to the Administrative Agent and the Lenders, promptly upon request, such documentation as the Administrative Agent or the Lenders may reasonably request regarding the status of construction of the Retail Project to be developed on the Retail Parcel; (x) the Borrower shall pay all out-of-pocket costs and expenses of the Administrative Agent and the Lenders, including, but not limited to reasonable attorneys' fees and expenses, incurred in connection with the Administrative Agent's and the Lenders' review and negotiation of any Instruments, agreements or documentation relating to the Permitted Retail Transaction and any subsequent administration thereof and the enforcement of the rights of the Administrative Agent and the Lenders in connection therewith; (xi) all amounts required to be paid to or deposited with the Administrative Agent and/or the Lenders and all Taxes, Impositions, fees and other costs payable in connection with the Loan Documents shall have been paid or deposited, as the case may be. The Borrower shall have paid all fees, expenses and other charges then due and payable by it under any agreements between the Borrower or the Administrative Agent and/or the Lenders, including, without limitation, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, pursuant to Section 10.3; and (xii) the Borrower shall deliver to the Administrative Agent, promptly upon the consummation of the Permitted Retail Transaction, a true and correct copy of each Instrument, agreement or other document executed or delivered in connection with such transactionLLC.

Restrictions on Dispositions. Consummate any Disposition other than (ai) Neither the Borrower nor any Disposition of the Subsidiary Guarantors shall, issue, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants any inventory or other rights with respect to, any Property Disposed of its or their assets (including accounts receivable and Capital Stock) to any Person, except in connection with Cash Contributions to Capital; provided, however, that the Borrower and its Subsidiary Guarantors may (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), (ii) 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 Borrower Consolidated Adjusted EBITDA for the four fiscal quarters following such sale from what it would otherwise have been 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”), (iii) any Disposition of any Property to the Borrower or one of their respective Wholly Owned Subsidiaries which is a Subsidiary Guarantor, (iv) any Disposition of any Property to a Non-Guarantor Subsidiary of the Borrower, provided that the book value of the Property so Disposed of shall be deemed to constitute an Investment under Section 7.8, (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 7.5(e)(ii), (vi) 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, (vii) 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 (vii), (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 the Borrower, and for at least 75% cash or cash equivalent consideration, (B) the requirements of Section 3.4(b) are complied with in connection therewith (subject to Section 3.10) and (C) in connection with any such Disposition as to which the fair market value of the related Property is in excess of $17,250,000, the Borrower shall be in pro forma compliance with Section 7.1 and Section 7.2 (provided that in determining such compliance, the Senior Secured Leverage Ratio shall be deemed to be 0.25 to 1.00 lower than the otherwise applicable Senior Secured Leverage Ratio), (viii) 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 (viii), (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 the Borrower, and for at least 75% cash or cash equivalent consideration and (B) the requirements of Section 3.4(b) are complied with in connection therewith (subject to Section 3.10)), (ix) Dispositions permitted by Sections 7.3(g), 7.4, 7.5(a), 7.6 and 7.8, (x) Dispositions in the ordinary course of business of Permitted Investments, (xi) 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, (xii) 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), (xiii) 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, (xiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the extent that (A) such Property is exchanged for credit against the purchase price of similar replacement Property or (B) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property and (C) the fair market value of all Property disposed of pursuant to this clause (xiv) does not exceed $11,500,000, (xv) Dispositions of accounts receivables in connection with the collection or compromise thereof, (xvi) 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 (yxvii) dispose Dispositions of obsolete, worn out all or surplus assets or assets no longer used or useful in its the business, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower to own and operate the Property in accordance with the Loan Documents and (B) the net proceeds thereof, with respect to the property described in clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against the Loans in accordance with Section 3.1.2. Each disposition set forth in the proviso of this Section 7.2.9 shall constitute a “Permitted Asset Sale”. (b) Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to transfer an approximately one (1) acre any portion of the Capital Stock or the Property (of KKI, LLC. To the “Retail Parcel”) extent any Collateral is Disposed of as expressly permitted by this Section 7.5 to a newly-formed any Person other than Parent or any of its Subsidiaries, such Collateral shall be sold free and wholly-owned special purpose Subsidiary or Affiliate clear of the BorrowerLiens created by the Loan Documents, whether in one or a series of transactions (such transaction or series of transactionsand, if requested by the “Permitted Retail Transaction”)Administrative Agent, subject to upon the satisfaction of each of the following conditions: (i) certification by the Borrower shall have delivered a copy of one or more resolutions or other authorizations of the Board of Directors of the Borrower certified that such Disposition is permitted by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the executionthis Agreement, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower; (ii) such transfer of the Retail Parcel shall be evidenced by a deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders; (iii) the Borrower and the Administrative Agent shall have entered into an amendment of be authorized to take any actions deemed appropriate in order to effect the Deed of Trust in the form of Exhibit I attached hereto reflecting the release of the Retail Parcel from the Lien of the Deed of Trust and the continuing First Priority Lien of the Deed of Trust, as amended, as Security for the Loans; (iv) in connection with the amendment of the Deed of Trust described in clause (iii) above, the Borrower shall have caused the Title Insurer to deliver to the Administrative Agent an endorsement to the Title Policy insuring the continuing First Priority of the Lien of the Deed of Trust as Security for the Loans and insuring that (i) since the Effective Date there has been no change in the condition of title to the Property except as permitted by the Loan Documents and (ii) there are no intervening Liens (including inchoate mechanics' liens) on the Property which may then or thereafter take priority over the Lien of the Deed of Trust (other than the Permitted Liens); (v) in connection with a transfer of the Retail Parcel, the Borrower shall obtain (x) a new survey of the Property evidencing the partitioning and conveyance of the Retail Parcel as a separate legal parcel, which survey shall be in form and substance reasonably acceptable to the Administrative Agent and the Lenders, and (y) evidence in form and substance reasonably acceptable to the Administrative Agent and the Lenders that the Retail Parcel constitutes a separate tax lot, and shall promptly deliver such survey and evidence to the Administrative Agent and the Lenders; (vi) any Liens, Instruments, agreements or other documents, including, without limitation, any restrictive covenants, declarations, reciprocal easement agreements or other access easements, rights-of-way or licenses, to be entered into by the Borrower and/or the owner of the Retail Project affecting all or any portion the Property shall be subject to the Administrative Agent's and the Lenders' prior written review and approval in their reasonable discretion, such review and approval in their reasonable discretion to be undertaken promptly; (vii) both before and after giving effect to such transaction, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing or, after giving effect to the Permitted Retail Transaction, could reasonably be expected to result; (viii) the Administrative Agent and the Lenders shall have received an opinion of counsel to the Borrower, including the assumptions and qualifications contained therein, reasonably satisfactory to the Administrative Agent and the Lenders; (ix) the Borrower agrees to deliver to the Administrative Agent and the Lenders, promptly upon request, such documentation as the Administrative Agent or the Lenders may reasonably request regarding the status of construction of the Retail Project to be developed on the Retail Parcel; (x) the Borrower shall pay all out-of-pocket costs and expenses of the Administrative Agent and the Lenders, including, but not limited to reasonable attorneys' fees and expenses, incurred in connection with the Administrative Agent's and the Lenders' review and negotiation of any Instruments, agreements or documentation relating to the Permitted Retail Transaction and any subsequent administration thereof and the enforcement of the rights of the Administrative Agent and the Lenders in connection therewith; (xi) all amounts required to be paid to or deposited with the Administrative Agent and/or the Lenders and all Taxes, Impositions, fees and other costs payable in connection with the Loan Documents shall have been paid or deposited, as the case may be. The Borrower shall have paid all fees, expenses and other charges then due and payable by it under any agreements between the Borrower or the Administrative Agent and/or the Lenders, including, without limitation, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, pursuant to Section 10.3; and (xii) the Borrower shall deliver to the Administrative Agent, promptly upon the consummation of the Permitted Retail Transaction, a true and correct copy of each Instrument, agreement or other document executed or delivered in connection with such transactionforegoing.