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
97
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 (XVII) 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.
(D)
SALE AND LEASEBACK.
ENTER INTO ANY TRANSACTION PURSUANT TO WHICH IT
SHALL CONVEY, SELL, TRANSFER OR OTHERWISE DISPOSE OF ANY PROPERTY AND, AS PART
OF THE SAME