What limitations exist on the enforceability of the Camp Margaritaville agreement against the Licensor?

According to the 2025 Camp Margaritaville Franchise Disclosure Document, the agreement's enforceability against the Licensor (Margaritaville Enterprises, LLC) has some limitations. The agreement is considered a legal, valid, and binding obligation, enforceable against the Licensor by the Licensee (Margaritaville RV Resorts, LLC) according to its terms. However, this is subject to certain exceptions.

Enforcement may be limited by bankruptcy, insolvency, and similar laws that generally affect the rights of creditors. Additionally, equitable remedies, such as specific performance or injunctions, may only be granted at the discretion of a court. This means that even if the Licensor breaches the agreement, a court might not necessarily order them to perform their obligations or stop them from taking certain actions, depending on the specific circumstances and the court's judgment.

The Licensor represents that they have the legal rights to sublicense the Margaritaville Intellectual Property to the Licensee, without needing approval from any other person or entity. They also state that both the Buffett Agreement and the License Agreement are valid, binding, and enforceable in all respects. However, the Licensee's use of the Margaritaville Intellectual Property must be approved by the Licensor and does not infringe or violate any third party's rights. These representations are subject to the terms of the agreement, including the HPS Security Interest and the matters described in Schedule 2 of the Trademark Agreements, and any provisions concerning Buffett's approval rights in the 2006 License. These existing agreements with sublicensees whose rights emanate from the 2006 License are not disturbed or diminished by this agreement.