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Full title: Response of Vivendi Ticketing U.S. LLC d/b/a SeeTickets to Debtors Proposed Sale of Assets and Notice of Potential Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection Therewith (related document(s)334, 521, 552, 648, 668, 682) Filed by Vivendi Ticketing U.S. LLC d/b/a SeeTickets (Attachments: # 1 Certificate of Service) (DeBaecke, Michael) (Entered: 05/14/2021)

Document posted on May 13, 2021 in the bankruptcy, 13 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Vivendi Ticketing U.S. LLC d/b/a SeeTickets (“SeeTickets”),2 by its undersigned counsel, submits this response and reservation of rights (the “Response”) relating to the Debtors’ potential assumption and assignment of SeeTickets’ executory contract with debtor Urban Commons Queensway, LLC d/b/a Queen Mary (“Urban QM”) in connection with the Debtors’ pending motion (the “Motion”) for authority to sell substantially all their assets to the Stalking Horse Bidder or to another Successful Bidder pursuant to sale procedures approved by the Court (the “Bidding Procedures”).The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657);UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796).In return for the performance of its services as Urban QM’s exclusive ticketing agent, SeeTickets was entitled to charge Urban QM the following fees, and deduct and retain the appropriate amounts from ticket sale receipts: 3 To protect confidential and sensitive business information, a copy of the Amended Agreement is not attached. In addition, under the Amended Agreement, among other things: (a) SeeTickets granted Urban QM a non-exclusive, non-transferrable, sub-licensable and royalty-free license to use the SeeTickets logo and branding to enable the advertising and promotion of events and attractions (the “SeeTickets’ IP”), subject to SeeTickets’ prior written approval.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No. 21-10036 (CSS) EHT US1, INC., et al., Jointly Administered Debtors.1 Obj. Deadline: May 14, 2021 at 4:00 p.m. (ET) Hearing Date: May 28, 2021 at 10:00 a.m. (ET) RE: D.I. 334, 521, 552, 648, 668 & 682 RESPONSE OF VIVENDI TICKETING U.S. LLC D/B/A SEETICKETS TO DEBTORS’ PROPOSED SALE OF ASSETS AND NOTICE OF POTENTIAL ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION THEREWITH Vivendi Ticketing U.S. LLC d/b/a SeeTickets (“SeeTickets”),2 by its undersigned counsel, submits this response and reservation of rights (the “Response”) relating to the Debtors’ potential assumption and assignment of SeeTickets’ executory contract with debtor Urban Commons Queensway, LLC d/b/a Queen Mary (“Urban QM”) in connection with the Debtors’ pending motion (the “Motion”) for authority to sell substantially all their assets to the Stalking Horse Bidder or to another Successful Bidder pursuant to sale procedures approved by the Court (the “Bidding Procedures”). See D.I.s 334 and 495. 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications). 2 Capitalized terms not otherwise defined have the meanings given in the Motion and the Supplemental Notices (each as defined below).

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1. Under a lease from the City of Long Beach, California, Urban QM is the tenant of the RMS Queen Mary, a British ocean liner that operated between the 1930s and 1960s before being retired from service. The ship, owned by the City and docked at the Port of Long Beach, is operated as a hotel, museum and tourist attraction. SUMMARY OF THE CONTRACT BETWEEN SEETICKETS AND URBAN QM 2. On February 27, 2017 SeeTickets entered into the “SeeTickets Service Agreement” (the “Agreement”) with Urban QM, under which Urban QM appointed SeeTickets as its exclusive ticketing agent for any events and attractions for which Urban QM controls the ticket sales relating to the Queen Mary. The parties amended the Agreement by letter dated December 21, 2018 (together with the Agreement, the “Amended Agreement”.)3 At the inception of the contract term, SeeTickets paid Urban QM a non-recoupable signing bonus in consideration of having obtained QM’s agreement to the deal. 3. The Amended Agreement provided for an “Initial Term” of five years, to February 26, 2022, subject to SeeTickets’ right to extend the contract by an additional year in the event Urban QM failed to sell a specified minimum number of fee-bearing tickets during the Initial Term (the “Minimum Ticket Sales Amount”). See Amended Agreement, at p. 4, Schedule 1, § 3.4 4. In return for the performance of its services as Urban QM’s exclusive ticketing agent, SeeTickets was entitled to charge Urban QM the following fees, and deduct and retain the appropriate amounts from ticket sale receipts: 3 To protect confidential and sensitive business information, a copy of the Amended Agreement is not attached. The Debtors possess a copy of the Amended Agreement. A copy of the Amended Agreement can be made available to the Court and as necessary, to other parties in interest with standing, subject to appropriate confidentiality protections. 4 This minimum amount relates to the number, not the value, of the tickets sold during the term, based on a formula ascribing a nominal weight of 1:1 for each ticket sold during 2017 and 2018, and 1.5:1 for each ticket sold thereafter. The minimum amount does not turn in any respect on the dollar value of the tickets sold.

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 “Customer Fees” for all tickets sold online or at the Urban QM property;  “Shipping Fees” in respect of fulfillment of tickets;  “Credit Card Processing Fees” to cover credit card processing costs; and  “Referral fees” for all tickets purchased through SeeTickets’ network of affiliate websites. From the receipts generated and collected by its sale of tickets for the Urban QM events and attractions, SeeTickets was entitled to retain as its compensation the portion of the receipts accounting for the fees to which it was entitled under the Amended Agreement. Urban QM was entitled to receive payment from SeeTickets on a weekly basis of the net ticket receipts due it plus a per ticket “facility fee” charged by SeeTickets to each customer. 5. If Urban QM failed to achieve the Minimum Ticket Sales Amount by the end of the Initial Term or an extended term, Urban QM agreed it would be obligated to pay SeeTickets, with respect to the shortfall in meeting the Minimum Ticket Sales Amount, a sum of money equal to the Customer Fees that SeeTickets would have received for the number of tickets representing the shortfall. 6. In addition, under the Amended Agreement, among other things: (a) SeeTickets granted Urban QM a non-exclusive, non-transferrable, sub-licensable and royalty-free license to use the SeeTickets logo and branding to enable the advertising and promotion of events and attractions (the “SeeTickets’ IP”), subject to SeeTickets’ prior written approval. SeeTickets retained all right, title and interest in the SeeTickets IP covered by this provision of the contract. (Id. at p. 11, § 8.) 7. In addition, under the Amended Agreement, SeeTickets loaned certain equipment that it owns to Urban QM to operate the ticketing business conducted pursuant to the contract (the

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“Loaned Equipment”), without additional cost under the contract. (Id. at p. 15.) Among other things, Urban QM was entitled to check out the pertinent items of the Loaned Equipment, bore the risk of loss for its use of such equipment, was required to safeguard and ensure that the equipment was maintained and kept in good working order, and was required to return the checked-out equipment after such use to SeeTickets’ Technical Staff, wear and tear excepted. 8. As a result of the Covid-19 pandemic, the sales of tickets for the events and attractions covered by the Amended Agreement substantially declined and came virtually to a halt.5 THE POTENTIAL ASSUMPTION AND ASSIGNMENT OF THE AMENDED AGREEMENT 9. The Motion and the original Stalking Horse Agreement contemplated a sale of substantially all of the Debtors’ assets. Under an amendment of the Stalking Horse Agreement and an understanding between the Debtors and the Stalking Horse, however, the Stalking Horse had the right to elect to exclude the “QM Hotel” (defined by the Stalking Horse Agreement as the assets of Urban QM) by giving notice at or before the completion of an extended diligence period relating to the QM Hotel assets. 10. On May 3, 2021, counsel for the Debtors informed SeeTickets’ counsel that the Stalking Horse had elected “not to move forward” with a purchase of the QM Hotel assets. In reliance on that communication, SeeTickets submits this Response to addresses the potential assumption and assignment of the Amended Agreement to a Successful Bidder other than the Stalking Horse. SeeTickets understands that bids of any such other proposed Successful Bidders 5 Although the Amended Agreement contained a force majeure provision, it does not include the occurrence of a pandemic or a “pause” order or directive issued by a governmental agency as a covered event of force majeure. (See Amended Agreement at p. 2.)

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are due on May 14, 2021. If the Stalking Horse reverses course and seeks once again to acquire the QM Hotel assets, this Response will become equally applicable to that renewed effort. 11. By notice dated March 26, 2021 (the “Notice”) [D.I. 521], the Debtors purported to notify SeeTickets of the potential assumption and assignment of the Amended Agreement in conjunction with the asset sale. Because of an error in the address used by the Debtors for that Notice, SeeTickets did not receive timely notice of the proposed transaction. 12. On April 5, May 5, and May 12, the Debtors filed three supplemental notices of the potential assumption and assignment of contracts, including the Amended Agreement (the “Supplemental Notices”) [D.I.s 552, 648, and 682]. 13. The Debtors ultimately rectified their initial notice error by providing SeeTickets with the original Notice and initial Supplemental Notice and granting SeeTickets an extension to file a response. By agreement between the parties’ counsel, SeeTickets’ time to file any cure claim objection was extended until and including Friday, May 7, 2021. Under the Supplemental Notices, any objection by SeeTickets regarding adequate assurance of future performance of the Amended Agreement by a Successful Bidder other than the Stalking Horse is due by May 24, 2021. Other objections to the proposed sale are due by May 14, 2021. 14. The Supplemental Notices assigned a proposed cure amount of $0.00 with respect to an assumption and assignment of the Amended Agreement. SeeTickets had no objection to the proposed cure amount. 15. The First and Second Supplemental Notices also stated the Debtors had been provided with information by the proposed Stalking Horse Bidder regarding its financial capacity to satisfy cure costs and assure future performance. Upon information and belief, no information has yet been provided regarding the adequacy of the assurance of future performance of any other

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possible Successful Bidder under any executory contracts it may take by assignment from the Debtors. 16. SeeTickets submits this Response to address, in particular, its position regarding issues relating to future performance of the Amended Agreement, and the protection of its rights in the Loaned Property and SeeTickets’ IP. SeeTickets may supplement its positions stated below regarding adequate assurance of future performance after any other Successful Bidder presents such information. SEETICKETS’ RESPONSE TO THE SUPPLEMENTAL NOTICES AND THE PROPOSED ASSUMPTION AND ASSIGNMENT OF THE AMENDED AGREEMENT A. Assurance of Future Performance to SeeTickets According to the Letter of the Amended Agreement 17. SeeTickets submits that, with respect to the future performance of the Amended Agreement, as assumed and assigned, clarifications are required in any order authorizing the assumption and assignment of the Amended Agreement, so as to limit the effect of certain overbroad language contained in certain of the Supplemental Notices and revised proposed sale order. 18. The First and Second Supplemental Notices stated, in relevant part: IF A COUNTERPARTY FAILS TO FILE … A TIMELY CURE OBJECTION … THE CURE COSTS SET FORTH ON EXHIBIT A HERETO SHALL BE CONTROLLING AND WILL BE THE ONLY AMOUNT NECESSARY TO CURE OUTSTANDING DEFAULTS … AND THE APPLICABLE COUNTERPARTY SHALL BE FOREVER BARRED FROM ASSERTING ANY ADDITIONAL CURE OR OTHER AMOUNTS WITH RESPECT TO SUCH DESIGNATED CONTRACT OR DESIGNATED LEASE AGAINST THE DEBTORS, ANY SUCCESSFUL BIDDER, OR THE PROPERTY OF ANY OF THEM.

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See D.I. 552 at 4-5; D.I. 648 at 5 (bold face and capital letters in original; underlining added). As drafted, this language arguably could be read to cut off certain rights of SeeTickets under the Amended Agreement that will not accrue, mature or ripen until after the effective date of contract assignment. Such amounts would not be cure amounts under Section 365 of the Bankruptcy Code. Nevertheless, SeeTickets is entitled to receive adequate assurance of future performance of its contract and amounts that may fall due thereunder. 19. With respect to any contractual payment obligation owed to SeeTickets in the event the Minimum Ticket Sales Amount is not achieved during the remainder of the Initial Term and any extension period, the assignee of the Amended Agreement will be responsible for that payment as and when due after receipt of notice from SeeTickets under the contract.6 SeeTickets does not waive and expressly reserves all of its rights thereunder. Any intent to deprive SeeTickets of the benefit of its bargain under the terms of the Amended Agreement based on any language contained in proposed sale-related documents (any approved sale agreement, the Supplemental Notices, a proposed sale approval order, etc.) would run afoul of the significant Bankruptcy Code protections and benefits afforded to the non-debtor counterparties to executory contracts that are to be assumed and assigned in connection with a Court-approved bankruptcy sale. See Kimmelman v. Port Auth. of N.Y. & N.J. (In re Kiwi Internat’l Air Lines, Inc.), 344 F.3d 311, 317-19 (3d Cir. 2003) (emphasizing the “unique” set of rights afforded contract counterparties under § 365; in assuming a contract, the debtor must “cure all defaults, assure future performance, and make the other contracting party whole”); See In re Fleming Cos., 499 F.3d 300, 305-08 (3d Cir. 2007) (an 6 To the extent any amount ultimately payable on account of the Minimum Ticket Sales Amount will depend on the cumulative prior results of sales under the Amended Agreement, SeeTickets recognizes that the fee-bearing ticket sales made prior to the sale – for which SeeTickets has been paid and kept – by deduction from ticket receipts – its contractually-provided fees and expenses – will be taken into account in the final computation of any amount due from the contract assignee.

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executory contract must be taken as is, “cum onere”, subject to all of its benefits and burdens; the non-debtor party to an assumed and assigned contract is entitled to receive the full benefit of its bargain). Cf. In re Midway Games, Inc., 2010 WL 1418345, at *10 (Bankr. D. Del. Apr. 5, 2010) (obligation under an assigned executory contract arises when the legally enforceable duty to perform – to pay – arises pursuant to the contract’s terms, citing CenterPoint Props. v. Montgomery Ward Holding Corp. (In re Montgomery Ward Holding Corp.), 268 F.3d 205, 211 (3d Cir. 2001)). 20. SeeTickets understands the Stalking Horse Agreement was drafted in a manner that would apportion the payment responsibilities for cure amounts and other contractual obligations based on the occurrence of the closing, i.e., pre-closing obligations are proposed to be payable by the Debtors, as Seller, while post-closing obligations will be payable by the Stalking Horse Bidder or Successful Bidder, as the case may be. See Stalking Horse Agreement, Definition of “Cure Costs” (D.I. 503-4) (“For the avoidance of doubt, Cure Costs shall not include any Liabilities allocated to Seller pursuant to Section 9.1 or any Liabilities with respect to any Designated Contract or Designated Lease accruing or payable after the Petition Date and before the Closing, all of which shall be paid by the Seller” (italics added)); id. § 2(d) (“effective as of the Closing, Buyer shall assume and become responsible for (i) all Liabilities of Seller under the Designated Contracts and the Designated Leases solely to the extent such Liabilities arise from and after the Closing Date, (ii) all Cure Costs, and (iii) all Liabilities arising out of Buyer’s ownership or operation of the Assets from and after the Closing Date (collectively, the “Assumed Liabilities”)). Presumably, this concept will be carried forward into each other potential bidder’s form of asset purchase agreement. Similarly, the most recent update of the Proposed Sale Order [D.I. 668, filed on May 10, 2021], seeks to incorporate the concept. E.g., id. at ¶¶ 21 (“For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Asset Purchase Agreement,

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the Buyer shall be liable for all obligations and liabilities under the Designated Contracts and Designated Leases to the extent such obligations or liabilities arise after the Closing.”). 21. It remains to be seen what a competing buyer may provide in its proposed sale agreement with respect to “Assumed Liabilities” and the assumption and assignment of executory contracts, including the Amended Agreement. The bids of any possible other Successful Buyers have not yet been received and reviewed to determine whether they include the QM Hotel assets and similar or identical language as quoted in the preceding paragraph. SeeTickets therefore files this Response to reserve its rights and identify a means to resolve its concerns if such language appears in documents relating to any proposed assumption or assignment of the Amended Agreement. 22. It would be unfair and inequitable to SeeTickets, and contrary to applicable law, if any amounts coming due under the Amended Agreement for payment to SeeTickets after the sale closing somehow are considered not to be the responsibility of Buyer, and instead somehow would be relegated to treatment as prepetition unsecured claims against Urban QM, with the concomitant dim prospects of payment. See Kimmelman, 344 F.3d at 319 (“Once the debtor assumed the agreements, the defendants were no longer unsecured creditors because the defendants ‘had more than a simple unsecured claim for a sum of money’” (quoting Alvarado v. Walsh (In re LCO Enters.), 12 F.3d 938, 942 (9th Cir. 1993)). Rather, all of the defendant-creditors were entitled, pursuant to §365, to full payment of the amounts owed under the agreements.”). 23. SeeTickets reserves all rights to assert against any Successful Bidder, as assignee of the Amended Agreement, any amounts or obligations that may accrue, mature, ripen or otherwise become due and owing according to the terms and conditions of the Amended Agreement at any time after the effective date of assignment of the Amended Agreement.

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24. Any order approving the assumption and assignment of the Amended Agreement should make it clear all such amounts coming due under the Amended Agreement are the responsibility of the assignee Buyer. SeeTickets requests inclusion of the following provision in any such order, whether it be the Sale Approval Order or a separate order approving the assumption and assignment of the Amended Agreement: “Notwithstanding any language to the contrary, nothing in this Order or in the final Asset Purchase Agreement with the Successful Bidder, as the case may be, or the order approving the Sale shall limit, impair, apportion, or restrict any obligations, debts, liabilities, or other amounts (the “Obligations”) that arise, accrue, mature, ripen or otherwise become due and owing under the terms and conditions of the Amended Agreement at any time after the effective date of assignment of the Amended Agreement. For the avoidance of doubt, upon and after the assignment of the Amended Agreement to the Buyer, each and all of such Obligations then due or thereafter coming due under the Amended Agreement shall be the sole responsibility and obligation of such Buyer as assignee of the Amended Agreement.” B. Protection of SeeTickets’ Rights Respecting the Loaned Equipment and the SeeTickets’ IP 25. With respect to the Loaned Equipment, SeeTickets understands that, although title to the equipment remains with SeeTickets, the equipment is in the possession of Urban QM, and that both possession of and the right to use the equipment will be transferred to Successful Bidder in connection with any assumption and assignment of the Amended Agreement. Such equipment cannot be part of any equipment or tangible property Buyer will or could acquire ownership of or title to from the Debtors under any proposed asset purchase agreement or otherwise. Compare Stalking Horse Purchase Agreement at §§ 2.1(b)(ii), (c)(ii).

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26. Similarly, with respect to the SeeTickets’ IP, title to the intellectual property remains with SeeTickets under the Amended Agreement; the contract counterparty’s rights consist only of the limited license to use the intellectual property in the conduct of the business covered by the Amended Agreement. Accordingly, any proposed assumption and assignment cannot operate as a conveyance of any intellectual property rights of SeeTickets, title to which remains with SeeTickets. 27. Again, SeeTickets has neither seen nor reviewed any bids submitted by possible other Successful Bidders. SeeTickets therefore submits this Response to preserve all of its rights. Any order approving the assumption and assignment of the Amended Agreement should provide for the protection of the Loaned Equipment and the SeeTickets’ IP, and confirm that neither the assumption and assignment of the contract nor any approved asset purchase agreement operates as a conveyance of any ownership right, title or interest in that property. SeeTickets requests inclusion of the following provision in any such order, whether it be the Sale Approval order or a separate order approving the assumption and assignment of the Amended Agreement: “Notwithstanding any language to the contrary, nothing in this Order, the final Asset Purchase Agreement with the Successful Bidder, as the case may be, or the order approving the Sale shall constitute, or be construed to approve, a sale, transfer or conveyance to the Buyer of any of SeeTickets’ right, title and interest in the Loaned Equipment and the SeeTickets’ IP. After the closing of the Sale and upon and after the assignment of the Amended Agreement to the Buyer, the parties’ respective rights relating to the Buyer’s use of the Loaned Equipment and limited license of the SeeTickets’ IP shall be governed by the terms and conditions of the Amended Agreement.”

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RESERVATIONS OF RIGHTS 28. SeeTickets reserves the right to object to the assumption and assignment of the Amended Agreement to the extent the Debtors and a Successful Buyer seek either to assume anything less than the entirety of the Amended Agreement or to disregard or otherwise seek to escape obligations or liabilities arising under any of its terms and conditions, now or in the future. SeeTickets reserves all rights under the Amended Agreement, including the right to enforce against its contract counterparty all of the contractual obligations due or coming due pursuant to the terms of the Amended Agreement. 29. SeeTickets further reserves the right to update, supplement, or otherwise modify this Response as necessary or appropriate, including to take discovery and/or respond to any filed reply, any proposed sale order tendered to the Court in connection with a sale hearing, any asset purchase agreement between the Debtors and any other Successful Bidder, or any further notice relating to the treatment of the Amended Agreement and SeeTickets’ rights thereunder. Nothing contained in this Response constitutes a waiver of any of the claims, entitlements, rights or remedies of SeeTickets, each of which is expressly reserved. [Remainder of Page Left Blank Intentionally]

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CONCLUSION 30. For the foregoing reasons, SeeTickets respectfully requests that (i) any assumption or assignment of the Amended Agreement that may be authorized should contain the additional language proposed above to protect SeeTickets’ rights under the agreement, and (ii) SeeTickets’ should be granted such other and further relief as is just and proper. Dated: May 14, 2021 ASHBY & GEDDES, P.A. /s/ Michael D. DeBaecke Michael D. DeBaecke (Bar No. 3186) 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19801 Tel: (302) 504-3728 Email: MDeBaecke@ashbygeddes.com -and- PRYOR CASHMAN LLP Richard Levy, Jr. Andrew S. Richmond 7 Times Square New York, NY 10036-6569 Tel: (212) 421-4100 Fax: (212) 326-0806 Email: rlevy@pryorcashman.com arichmond@pryorcashman.com Counsel for Vivendi Ticketing U.S. LLC d/b/a SeeTickets

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