Common use of Liquor Licenses Clause in Contracts

Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. Transferor shall transfer or cause to be transferred to Transferee or, at Transferee's discretion, Transferee's nominee (which may include the lessee under the Golf Course Lease), all liquor licenses and alcoholic beverage licenses, if any, necessary to operate the restaurant, bars, snack bars and lounges presently located within the Property, if any. To that end, Transferor and Transferee, or Transferee's nominee, shall cooperate each with the extent that a other, and each shall execute such transfer forms, license or permit required for service applications and other documents as may be necessary to effect such transfer. If permitted under the laws of alcoholic beverages at the jurisdiction in which the Property (a “Liquor License”) is issued located, the parties shall execute and file all necessary transfer forms, applications and papers with the appropriate liquor and alcoholic beverage authorities prior to Seller, Seller shallClosing, to the extent permitted or not prohibited by applicable lawsend that the transfer shall take effect, rules or regulationsif possible, transfer such Liquor License to Buyer at on the Closing Date, simultaneously with Closing. If a Liquor License not so permitted, then the parties agree each with the other that they will promptly execute all transfer forms, applications and other documents required by the liquor authorities in order to effect such transfer at the earliest date in time possible consistent with the laws of the State in order that all liquor licenses may be transferred from Transferor to Transferee, or Transferee's nominee, at the earliest possible time. If under the laws of the State such licenses cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to until after the scheduled ClosingClosing of the transaction contemplated hereby, to the extent permitted or not prohibited by applicable law, Seller shall then Transferor covenants and agrees that Transferor will cooperate with Buyer by enteringTransferee, or causing its Affiliate holding Transferee's nominee, in keeping open the current bars and liquor permit for facilities of the Property to enter into, an interim alcoholic beverage management agreement with respect to between the sale of alcoholic beverages at Closing Date and the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary time when such liquor license so transfers actually become effective, by exercising management and supervision of such facilities until such time under Transferor's licenses, provided, however, that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to ManagerTransferee shall indemnify and hold Transferor harmless from any liability, Manager shall, to the extent permitted by applicable laws, rules damages or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller claims encountered in connection with obtaining such operations during said period of time, except for Transferor's gross negligence or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertywillful misconduct.

Liquor Licenses. To If applicable, Seller shall reasonably cooperate with Purchaser on and prior to Closing to allow Purchaser, at Purchaser’s sole cost and expense, to obtain all alcoholic beverage licenses (collectively, the extent “New Liquor Permits”) necessary to operate the restaurants, bars and lounges presently located within the Hotel (without delaying Closing or reducing the Purchase Price, and such matters shall in no event constitute any breach or default by Seller or any failure of a condition hereunder). In order to provide for the orderly transition of the Hotel, Seller and Purchaser shall reasonably cooperate each with the other, and Purchaser shall diligently take all required actions to allow for continued operation under licenses held by Seller or Manager (“Licensee”). If permitted under the laws of the jurisdiction in which the Hotel is located, such parties shall promptly execute or cause to be executed and filed all necessary transfer forms, applications and papers with the appropriate alcoholic beverage authorities prior to Closing, to the end that a license the transfer or permit required for service issuance of the related alcoholic beverages licenses, and corresponding conveyance of the alcoholic beverage inventory, to Purchaser or Purchaser’s licensee such that the same shall take effect, if possible, simultaneously with Closing. If not so permitted, then Seller shall instruct Manager and Licensee to reasonably cooperate with the appropriate alcoholic beverage authorities in order to effect such transfer or issuance at the Property (a “Liquor License”) is issued earliest date possible in order that the alcoholic beverages licenses may be transferred or re-issued, and corresponding conveyance of the alcoholic beverage inventory as permitted by applicable law, at the earliest possible time provided the same shall be at no cost, expense or liability to Seller, Seller shall, to the extent permitted Manager or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at ClosingLicensee. If a Liquor License the alcoholic beverages licenses cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to reissued until after the scheduled Closing, to and if such procedure is approved by the extent permitted or not prohibited by applicable lawappropriate alcoholic beverage authorities, Seller shall will instruct Licensee to reasonably cooperate with Buyer by entering, or causing its Affiliate holding Purchaser in keeping open the current bars and lounges and liquor permit for facilities of the Property to enter into, an interim alcoholic beverage management agreement with respect to Hotel between the sale of Closing Date and the time when the alcoholic beverages at licenses transfer or reissuance actually become effective, by exercising management and supervision of such facilities under the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that existing alcoholic beverages licenses, which may continue include entering into lease agreements and management agreements in form and content reasonably acceptable to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at ClosingPurchaser, Seller and/or Manager agree to cooperate with Buyer to facilitate and Licensee (the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding“Interim Beverage Agreement”); provided, however that (i) all costs Purchaser shall indemnify and hold Seller and Licensee harmless from any liability, damages or claims incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License such operations during said period of time, and Purchaser shall procure and pay for the Property shall be borne by Buyerdram shop liability insurance naming Seller and Licensee as insured parties thereunder, and (ii) neither the obligation of Seller nor Manager to cooperate (and cause the Licensee to cooperate) and keep open the liquor facilities of the Hotel shall have terminate on the earlier of thirty (30) days after the Closing or when Purchaser obtains its alcoholic beverages licenses and is permitted to keep open the liquor facilities at the Hotel; provided that Purchaser shall diligently pursue such alcoholic beverages licenses. Subject to the requirements set forth above, Purchaser acknowledges that the transfer or reissuance of any obligation alcoholic beverage licenses is not a condition of Purchaser’s obligations to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior proceed to Closing if or to consummate the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if transactions contemplated by this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the PropertyAgreement.

Liquor Licenses. To Purchaser shall, at its sole cost and expense, prepare, file and prosecute all applications before governmental authorities for the extent that a license transfer or permit required for service reissuance of alcoholic beverages the liquor licenses (“Liquor Licenses”) at the Property Hotels to Purchaser. Sellers shall cooperate with Purchaser (a “Liquor License”) is issued to Seller, Seller shalland, to the extent applicable, cause any subsidiary liquor licensee to cooperate fully) in any manner reasonably requested by Purchaser as required to successfully transfer the existing Liquor Licenses or effectuate the issuance of new Liquor Licenses to Purchaser, including, without limitation, providing and/or executing any and all forms, certificates, agreements or other documents in the form required by the relevant liquor board or licensing authority to (i) transfer and/or surrender current Liquor Licenses, (ii) issue new Liquor Licenses to Purchaser and (iii) transfer closed Liquor Inventory where lawfully permitted or not prohibited by and in compliance with the applicable laws, rules or regulations, transfer such Liquor License (provided, however, without limiting the other provisions of this Agreement, Sellers and their subsidiaries shall not be required to Buyer at Closingincur any costs or expenses in the course of such cooperation and Purchaser shall reimburse Sellers and/or their subsidiaries for any costs or expenses incurred in connection with the transfer of any Liquor Licenses). If despite the exercise of such efforts by Purchaser, Purchaser is unable to obtain a transfer of a Liquor License cannot be transferred to Buyer by or a new Liquor License on or before the Closing Date, then the applicable Seller or otherwise obtained by Buyer prior to the scheduled Closingwill, to the extent permitted required and to the extent legally permissible: (i) where a Seller or not prohibited by an affiliate is the sole licensee under the applicable lawLiquor License, Seller shall cooperate with Buyer by entering, enter into or causing its Affiliate holding the current liquor permit for the Property cause such affiliate to enter into, an into a customary form interim alcoholic beverage management services agreement or lease with respect to Purchaser in the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects O (or in a form as close to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance Exhibit O as is feasible in light of the permanent Liquor License. To the extent that a Liquor License is issued to Managerrequirements of local law and custom), Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither where a Seller nor Manager shall have any obligation is not the sole licensee under the applicable Liquor License, exercise diligent efforts to transfer obtain from the licensee an existing liquor permit agreement as similar to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract Exhibit O as is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertyfeasible.

Liquor Licenses. To (a) The parties hereto agree to use commercially reasonable efforts to preserve or to otherwise obtain those authorizations, consents or approvals necessary to assure that each Property currently operating with a liquor (beer) license, or that is in the extent that a process of applying for such license, either retains such liquor (beer) license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer immediately prior to the scheduled Closing or receives a new liquor (beer) license no later than the Closing Date provided, however, that in the event the Sellers use their commercially reasonable efforts as provided herein, neither Sellers nor any of their Affiliates or subsidiaries shall have any liability or obligation to Buyer or any person claiming through Buyer in the event that any or all such liquor (beer) licenses, authorizations, consents or approvals are not retained or received, as applicable. (b) The Sellers and the Buyer agree that, in the event any consent, approval or authorization necessary or desirable to preserve or otherwise obtain a liquor (beer) license for any Property is not obtained prior to the Closing, the Sellers will, subsequent to the extent permitted or not prohibited by applicable lawClosing, Seller shall cooperate with the Buyer by enteringand the Acquired Companies (at Buyer's sole cost and expense) in attempting to obtain such consent, approval or causing its Affiliate holding the current liquor permit for the Property to enter intoauthorization as promptly thereafter as practicable. Until such consent, an interim alcoholic beverage management agreement approval or authorization can be obtained, but (I) with respect to those liquor (beer) licenses which have been issued and are in place immediately prior to Closing only and (II) for a period not to exceed six (6) months after Closing, the sale of alcoholic beverages at the Property in a form substantially similar Sellers, will enter into such customary arrangements (including, without limitation, reasonable compensation to the agreement attached hereto Sellers (but without a profit component), the assumption of all loss, cost, obligation and liability of any kind or nature, the full indemnification of Sellers in connection therewith and the maintenance of all applicable insurance by Buyer) as Exhibit J. Seller the Buyer may reasonably request and the Sellers' shall also assist reasonably agree to, subject in all events to applicable Law and cooperate at Buyer's sole cost and expense, to provide the Buyer or the Acquired Companies with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance rights and benefits of the permanent Liquor Licenseexisting liquor (beer) license for such period. To Notwithstanding the extent forgoing, Buyer and Sellers acknowledge and agree that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller certain of the liquor (beer) licenses may not be under the direct control of the Sellers, and as a result, provided that Sellers undertake, in connection with obtaining or transferring Liquor License for a commercially reasonable manner, to require that the Property holder(s) of the liquor (beer) license enters into the arrangement contemplated in the preceding sentence, Sellers' obligations set forth therein shall be borne deemed satisfied, (ii) certain governmental and quasi-governmental agencies and authorities (including without limitation, applicable alcohol beverage commissions and comparable entities) may prohibit or materially restrict the use by BuyerBuyer of the rights and benefits of the existing liquor (beer) licenses, in which event (provided that Sellers cooperate in good faith with the Buyer in order to structure a customary arrangement which will provide the Buyer with the rights and benefits of the existing liquor (beer) licenses) Sellers' obligations under the preceding sentence shall be waived as to each applicable liquor (beer) license (it being further acknowledged that the customary arrangements contemplated above may differ in various jurisdictions), (iii) REITCO is a publicly traded company and has a material and on-going interest in maintaining strict controls over the public's perception of REITCO and its affiliates, which interest shall be a material concern to both Buyer and Sellers in establishing any contemplated customary arrangements. (c) It is the intention of the Buyer pursuant to this Section 4.11 (which intention is acknowledged by the Sellers in agreeing to (i) use their commercially reasonable efforts to preserve or obtain the necessary licenses and consents as provided in (a) above, and (ii) neither Seller nor Manager shall have any obligation make available, on customary terms reasonably acceptable to transfer an Sellers, the rights and benefits of Sellers' existing liquor permit licenses as provided in (b) above), that to Buyer prior to Closingthe maximum extent reasonable and provided that the terms of this Section 4.11 are satisfied, and (iii) Buyer there shall not obtain, and Seller and Manager shall have be little or no obligation to pursue, interruption in the sale of alcohol at any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To If applicable, Seller shall reasonably cooperate with Purchaser on and prior to Closing to allow Purchaser, at Purchaser's sole cost and expense, to obtain all alcoholic beverage licenses (collectively, the extent "New Liquor Permits") necessary to operate the restaurants, bars and lounges presently located within the Hotel (without delaying Closing or reducing the Purchase Price), and such matters shall in no event constitute any breach or default by Seller or any failure of a condition hereunder. In order to provide for the orderly transition of the Hotel, Seller and Purchaser shall reasonably cooperate each with the other, and Purchaser shall diligently take all required actions, to allow for continued operation under licenses held by Seller or Manager or their respective affiliates ("Licensee"). If permitted under the laws of the jurisdiction in which the Hotel is located, such parties shall promptly execute or cause to be executed and filed all necessary transfer forms, applications and papers with the appropriate alcoholic beverage authorities prior to Closing, to the end that a license the transfer or permit required for service issuance of the related alcoholic beverages licenses, and corresponding conveyance of the alcoholic beverage inventory, to Purchaser or Purchaser's licensee such that the same shall take effect, if possible, simultaneously with Closing. If not so permitted, then Seller shall instruct Manager and Licensee to reasonably cooperate with the appropriate alcoholic beverage authorities in order to effect such transfer or issuance at the Property (a “Liquor License”) is issued earliest date possible in order that the alcoholic beverages licenses may be transferred or re-issued, and corresponding conveyance of the alcoholic beverage inventory as permitted by applicable law, at the earliest possible time provided the same shall be at no cost, expense or liability to Seller, Seller shall, to the extent permitted Manager or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at ClosingLicensee. If a Liquor License the alcoholic beverages licenses cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to reissued until after the scheduled Closing, to the extent and if such procedure is permitted or not prohibited by applicable law, Seller shall will instruct Licensee to reasonably cooperate with Buyer by entering, or causing its Affiliate holding Purchaser in keeping open the current bars and lounges and liquor permit for facilities of the Property to enter into, an interim alcoholic beverage management agreement with respect to Hotel between the sale of Closing Date and the time when the alcoholic beverages at licenses transfer or reissuance actually become effective, by exercising management and supervision of such facilities under the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that existing alcoholic beverages licenses, which may continue include entering into lease agreements and management agreements in form and content reasonably acceptable to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at ClosingPurchaser, Seller and/or Manager agree to cooperate with Buyer to facilitate and Licensee (the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding"Interim Beverage Agreement"); provided, however that (i) all costs Purchaser shall indemnify and hold Seller, Manager and Licensee harmless from any liability, damages or claims incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License such operations during said period of time, and Purchaser shall procure and pay for the Property shall be borne by Buyerdram shop liability insurance naming Seller and Licensee as insured parties thereunder, and (ii) neither the obligation of Seller nor Manager to cooperate (and cause the Licensee to cooperate) and keep open the liquor facilities of the Hotel shall have terminate on the earlier of ninety (90) days after the Closing or when Purchaser obtains its alcoholic beverages licenses and is permitted to keep open the liquor facilities at the Hotel; provided that Purchaser shall diligently pursue such alcoholic beverages licenses. Subject to the requirements set forth above, Purchaser acknowledges that the transfer or reissuance of any obligation alcoholic beverage licenses is not a condition of Purchaser's obligations to transfer an existing liquor permit proceed to Buyer Closing or to consummate the transactions contemplated by this Agreement. Purchaser shall use good faith commercially reasonable efforts to obtain the New Liquor Permits at or prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, If and to the extent expressly allowed by law, and --------------- necessary because Purchaser has not obtained same by the Closing despite diligent efforts to do so, Seller shall assign or cause to be assigned its alcoholic beverage, liquor, beer and/or wine licenses and/or permits with respect to the Hotel (the "Liquor Licenses") to Purchaser or its lessee or management company at Closing as part of the Licenses. Purchaser or its lessee or management company (hereinafter "Operator") for the Hotel shall execute such forms, license applications and other documents as may be necessary for the Operator to obtain all Liquor Licenses necessary to operate any restaurants, bars and lounges presently located within the Hotel. If permitted under the laws of the jurisdiction in which the Hotel is located, Operator shall execute and file all necessary forms, applications and other documents (and Seller shall reasonably cooperate with the Operator in filing such forms, applications and other documents) with the appropriate liquor and alcoholic beverage authorities so that such acquisition of the necessary Liquor Licenses shall take effect simultaneously with or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at upon completion of Closing. If a not so permitted, Operator agrees that it will promptly execute all forms, all applications and other documents required to effect such acquisition of such Liquor License Licenses at the earliest date reasonably practicable, consistent with the laws of the State where the Hotel is located, in order that all Liquor Licenses may be acquired by Operator. Operator's attempts to obtain the Liquor Licenses shall not diminish, prior to the Closing, the full force and effect of the Liquor Licenses maintained by Seller in its operation of the restaurants, lounges and bars presently located within the Hotel. If such Liquor Licenses cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Operator until after Closing, then Seller covenants and agrees that, if and to the extent permitted or not prohibited expressly allowed by applicable law, Seller shall cooperate reasonably with Buyer Operator in keeping open the bars and lounges and liquor facilities of the Hotel between the Closing and the time when such Liquor Licenses are obtained by entering, or causing its Affiliate holding Operator for a period not to exceed forty-five (45) days following the current liquor permit Closing Date by entering into a "Liquor License Agreement" with the appropriate party for the Property to enter into, an interim alcoholic beverage management agreement continued operation of and under the Liquor Licenses with respect to the Hotel, in form acceptable to Seller in its reasonable discretion, pursuant to which, among other things, (i) Operator shall indemnify, defend and hold Seller and its agents harmless from any liability, damages, claims, costs, penalties, losses or expenses (including reasonable attorney's fees and court costs) encountered by Seller in connection with, arising out of, or growing from such operations and the sale of alcoholic beverages at and from the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist restaurants, bars and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served lounges located at the Property pending issuance Hotel during said period of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyertime, and (ii) neither Operator shall reimburse Seller nor Manager for Seller's costs in maintaining the Liquor Licenses in full force and effect. In no event shall have Seller be required to cooperate with any obligation to transfer an existing additional liquor permit to Buyer prior to or alcoholic beverage licenses which Seller does not possess at the time of Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. (a) To the extent that a permissible under applicable Law, Seller or its Subsidiaries have filed or are in the process of filing (and shall file) applications with the relevant state and local liquor license authorities to transfer the Assigned Liquor Licenses to the Purchased Subsidiaries. The applications and related documentation prepared in respect of such Assigned Liquor Licenses (whether already filed or permit required for service to be filed), as well as the choice of alcoholic beverages entities and transaction structure implemented in relation to obtaining such Assigned Liquor Licenses, shall be in form and substance reasonably acceptable to Buyer. Upon approval of each such application by the state and local liquor license authorities (or if such approval predates the Closing, then, at Seller’s discretion, at the Property (a “Liquor License”Closing) is issued to Seller, Seller shall, to shall transfer the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Assigned Liquor License to Buyer at or the applicable Purchased Subsidiary, or as Buyer otherwise directs. Buyer and Seller shall reasonably cooperate and shall use commercially reasonable efforts (i) to secure from the applicable licensing authorities any consent required to (A) the change of control of the Purchased Subsidiaries with respect to all Assigned Liquor Licenses that have been transferred to the Purchased Subsidiaries on or prior to Closing, (B) the assignment or transfer to Buyer or its Affiliates or the Purchased Subsidiaries of the Assigned Liquor Licenses, and (C) the issuance of any necessary temporary or provisional Liquor Licenses required for Buyer’s continued operation of the Restaurants after Closing (and Buyer and Seller shall each comply with and carry out any and all of the commercially reasonable requirements, demands, requests, rules, and regulations of the state and/or local issuing authority so as to expedite the approval of the issuance or transfer of such Liquor Licenses and temporary or provisional Liquor Licenses and shall file all necessary notifications) and (ii) to obtain the Liquor Licenses required to operate the Restaurants. If Buyer and Seller shall each bear one half (1/2) of the costs and expenses of obtaining such consents, transferring or assigning such Assigned Liquor Licenses and/or issuing such temporary or provisional Liquor Licenses, as applicable; provided, however, that neither Party shall be required to incur any further Liabilities or provide any further financial accommodation in connection therewith. Neither Buyer nor Seller and its Subsidiaries shall be required to take any action in violation of Law applicable to the Liquor Licenses. (b) To the extent (1) permitted by Law, and (2) required by Law in order to permit each Restaurant to continue serving liquor, following the Closing Date and until the earlier of (x) the transfer of any Applied Liquor License to a Purchased Subsidiary by the relevant liquor license authority or (y) the issuance by the relevant liquor license authorities of a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to required for Buyer’s continued operation of the scheduled Closing, to the extent permitted or not prohibited by applicable lawRestaurants, Seller shall cooperate with enter into reasonable and customary agreements (including one or more Interim Agreements in form and substance reasonably acceptable to Buyer by enteringand Seller) whereby Buyer shall appoint Seller or Seller’s Subsidiaries to oversee the purchasing, or causing its Affiliate holding the current liquor permit for the Property to enter intostocking, an interim alcoholic beverage management agreement with respect to the sale selling and serving of alcoholic beverages at the Property in a form substantially similar pursuant to the agreement attached hereto Liquor Licenses of Seller and its Subsidiaries on an interim basis until transition (or issuance, as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages the case may continue to be served at the Property pending issuance be) of the permanent Liquor LicenseLicenses to Buyer is complete (the “Interim Agreements”). The Interim Agreements shall provide, among other terms, that Buyer shall indemnify, defend and hold, as applicable, Seller and Seller Indemnities harmless from and against any and all claims and Liabilities (including, without limitation, reasonable attorneys’ fees and costs) arising in connection with Buyer’s operations under Seller’s or its Subsidiaries’ Liquor Licenses (other than liabilities arising out of Seller’s or any Seller Indemnitee’s gross negligence or willful misconduct) and provide for the benefit of Seller and the Retained Subsidiaries such commercial general liability insurance coverage against “dram shop” or other Liability relating to operation of liquor concessions pursuant to the Interim Agreement as Seller may reasonably require. To the extent that an Interim Agreement is not permitted by applicable Law to be entered into during such time period, Seller or a Retained Subsidiary shall retain the operation of any Restaurant for which a Liquor License is issued has not become an Assigned Liquor License and shall operate such Restaurant and comply with all applicable covenants and obligations under such Liquor License, including the payment of any costs or expenses in connection therewith, which shall be performed by Seller or the applicable Retained Subsidiary for Buyer’s account and Buyer shall promptly (but in no event later than thirty (30) days following receipt of a reasonably detailed invoice from Seller (which invoices shall be delivered by Seller to ManagerBuyer on a monthly basis and shall aggregate all out-of-pocket costs and expenses and payment of obligations made by Seller in respect of such Restaurant or Liquor License during such month, Manager shalltogether with reasonable supporting documentation)) reimburse Seller for any out-of-pocket costs, expenses or payments made by Seller in respect of such arrangement. During such time period, Buyer shall be entitled to receive all of the extent permitted by applicable laws, rules or regulations, continue to hold benefits of Seller under such Liquor License after Closing. To and in respect of the extent that operation of such Restaurant, and Seller and/or Manager is not able to transfer a Liquor License shall provide to Buyer at Closingany net profit received from such operations; provided that any out-of-pocket costs, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance expenses or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred payments that are reimbursed by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertyreduce net profit.

Liquor Licenses. To the extent permitted by law, Seller shall transfer or cause to be transferred to Purchaser or its designee all alcoholic beverage licenses which are in their respective names and which are necessary to operate the restaurant, bars and lounges presently located within the Hotel (and, notwithstanding anything to the contrary herein or elsewhere, to the extent that applicable laws prohibit the transfer of any portion of Inventory connected with the same, then Purchaser or its designee shall still be required to purchase the Inventory, but the transfer of Inventory shall be appropriately limited or reduced as necessary to comply with such applicable laws without otherwise delaying Closing or reducing the Purchase Price, and such matters shall in no event constitute any breach or default by Seller or any failure of a condition hereunder). Seller and Purchaser shall cooperate each with the other, and each shall execute or cause to be executed such transfer forms, license applications and other documents as may be necessary to effect such transfers and/or to permit Purchaser to obtain new alcoholic beverage licenses. If permitted under the laws of the jurisdiction in which the Hotel is located, such parties shall execute or permit cause to be executed and file all necessary transfer forms, applications and papers with the appropriate alcoholic beverage authorities prior to Closing, to the end that the transfer of the existing licenses (and/or such related Inventory) or Purchaser’s obtaining new licenses shall take effect, if possible, on the Closing Date, simultaneously with Closing. If not so permitted, then the parties agree each with the other that they will promptly execute or cause to be executed all transfer forms, applications and other documents required by the liquor authorities in order to effect such transfer or issuance of new licenses at the earliest date in time possible consistent with the laws of the State where the Property is located, in order that all existing alcoholic beverage licenses (and/or such related Inventory) may be transferred or new alcoholic beverage licenses issued to Purchaser or its designee at the earliest possible time. If upon Closing the existing liquor license has not been transferred to Purchaser or Purchaser’s nominee or, despite commercially reasonable good faith efforts by Purchaser, a new liquor license has not been issued to Purchaser or Purchaser’s nominee, then, subject to Applicable Laws, Seller shall (not to include by Seller the expenditure of any money or guaranty of any obligation) cause the holder of the existing liquor license (the “Existing Permittee”) to enter into an interim liquor agreement (an “Interim Liquor Agreement”) or any other such license agreements, management agreements and/or other interim agreements, with Purchaser or Purchaser’s designee as may be reasonably necessary for service the continuation of the sale and consumption of alcoholic beverages at the Property Hotel after the Closing and before such time as an Affiliate or designee of Purchaser (a the “Liquor LicenseNew Permittee”) is issued to Seller, Seller shall, to obtains permits (the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such “New Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect Permits”) relating to the sale and on-premises consumption of liquor and other alcoholic beverages at to replace the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary existing liquor license so license; provided, however, that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Purchaser shall indemnify, defend and hold Seller and Existing Permittee harmless from any liability, damages, costs, expenses or claims encountered in connection with obtaining or transferring Liquor License such operations during said period of time, and Purchaser shall procure and pay for the Property shall be borne dram shop liability insurance (in amounts and with deductibles as previously maintained by BuyerSeller) naming Purchaser and Seller and Existing Permittee as insureds thereunder, and (ii) neither the obligation of Seller nor Manager to cooperate and keep open the liquor facilities of the Hotel shall have any obligation terminate one hundred eighty (180) days after the Closing Date, or earlier, if Purchaser obtains the New Liquor Permits at an earlier date. At such time after Closing as the New Liquor Permits are obtained, Existing Permittee or Seller, as applicable, will convey, at no additional costs, all alcoholic beverages to transfer an existing liquor permit New Permittee by a conveyance document in form reasonably acceptable to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager Purchaser and in accordance with the requirements of the Applicable Laws. Seller and Purchaser shall have no obligation use good faith efforts to pursue, any agree on the form of the Interim Liquor License for Agreement during the Property prior to Closing if Study Period. This Section 8.6 shall survive the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the PropertyClosing.

Liquor Licenses. To Purchaser shall prepare, file and prosecute all applications before governmental authorities for the transfer or reissuance of the liquor licenses (“Liquor Licenses”) at the Hotels to Purchaser. Sellers shall cooperate with Purchaser (and, to the extent applicable, cause any subsidiary liquor licensee to cooperate fully) in any manner reasonably requested by Purchaser as required to successfully transfer the existing Liquor Licenses or effectuate the issuance of new Liquor Licenses to Purchaser, including, without limitation, providing and/or executing any and all forms, certificates, agreements or other documents in the form required by the relevant liquor board or licensing authority to (i) transfer and/or surrender current Liquor Licenses, (ii) issue new Liquor Licenses to Purchaser and (iii) transfer closed Liquor Inventory where lawfully permitted and in compliance with the applicable Liquor License (provided, however, that without limiting the other provisions of this Agreement, Sellers and their subsidiaries shall not be required to incur any costs or expenses in the course of such cooperation and Purchaser shall reimburse Sellers and/or their subsidiaries for any costs or expenses incurred in connection with the transfer of any Liquor Licenses). If despite the exercise of such efforts by Purchaser, Purchaser is unable to obtain a license transfer of a Liquor License or permit required for service of alcoholic beverages at a new Liquor License on or before the Property (a “Liquor License”) is issued to SellerClosing Date, then the applicable Seller shall, to the extent permitted or not prohibited requested by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, Purchaser and to the extent permitted legally permissible: (i) where a Seller or not prohibited by an affiliate is the sole licensee under the applicable lawLiquor License, Seller shall cooperate with Buyer by entering, enter into or causing its Affiliate holding the current liquor permit for the Property cause such affiliate to enter into, into an interim alcoholic beverage management agreement Interim Beverage Services Agreement with respect to Purchaser in the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects G (or in a form as close to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance Exhibit G as is feasible in light of the permanent Liquor License. To the extent that a Liquor License is issued to Managerrequirements of local law and custom), Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither where a Seller nor Manager shall have any obligation is not the sole licensee under the applicable Liquor License, (x) exercise diligent efforts to transfer obtain from the licensee an existing liquor permit agreement as similar to Buyer prior to Closing, Exhibit G as is feasible and (iiiy) Buyer shall not obtain, and Seller and Manager shall have no obligation use reasonable best efforts (including exercise any relevant rights under the applicable Management Agreement) to pursue, any Liquor License for cause the Property prior applicable property manager under the applicable Management Agreement to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract enter an agreement as similar to Exhibit G as is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertyfeasible.

Liquor Licenses. To Purchaser shall prepare, file and prosecute all applications before governmental authorities for the transfer or reissuance of the liquor licenses (“Liquor Licenses”) at the Hotels to Purchaser. Sellers shall cooperate with Purchaser (and, to the extent applicable, cause any subsidiary liquor licensee to cooperate fully) in any manner reasonably requested by Purchaser as required to successfully transfer the existing Liquor Licenses or effectuate the issuance of new Liquor Licenses to Purchaser, including, without limitation, providing and/or executing any and all forms, certificates, agreements or other documents in the form required by the relevant liquor board or licensing authority to (i) transfer and/or surrender current Liquor Licenses, (ii) issue new Liquor Licenses to Purchaser and (iii) transfer closed Liquor Inventory where lawfully permitted and in compliance with the applicable Liquor License (provided, however, that without limiting the other provisions of this Agreement, Sellers and their subsidiaries shall not be required to incur any costs or expenses in the course of such cooperation and Purchaser shall reimburse Sellers and/or their subsidiaries for any costs or expenses incurred in connection with the transfer of any Liquor Licenses). If despite the exercise of such efforts by Purchaser, Purchaser is unable to obtain a license transfer of a Liquor License or permit required for service of alcoholic beverages at a new Liquor License on or before the Property (a “Liquor License”) is issued to Sellerapplicable Closing Date, then the applicable Seller shall, to the extent permitted or not prohibited requested by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, Purchaser and to the extent permitted legally permissible: (i) where a Seller or not prohibited by an affiliate is the sole licensee under the applicable lawLiquor License, Seller shall cooperate with Buyer by entering, enter into or causing its Affiliate holding the current liquor permit for the Property cause such affiliate to enter into, into an interim alcoholic beverage management agreement Interim Beverage Services Agreement with respect to Purchaser in the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects G (or in a form as close to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance Exhibit G as is feasible in light of the permanent Liquor License. To the extent that a Liquor License is issued to Managerrequirements of local law and custom), Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither where a Seller nor Manager shall have any obligation is not the sole licensee under the applicable Liquor License, (x) exercise diligent efforts to transfer obtain from the licensee an existing liquor permit agreement as similar to Buyer prior to Closing, Exhibit G as is feasible and (iiiy) Buyer shall not obtain, and Seller and Manager shall have no obligation use reasonable best efforts (including exercise any relevant rights under the applicable Management Agreement) to pursue, any Liquor License for cause the Property prior applicable property manager under the applicable Management Agreement to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract enter an agreement as similar to Exhibit G as is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertyfeasible.

Liquor Licenses. To Section 4.01(aa) of the extent that Company Disclosure Letter sets forth a license list of all alcoholic beverage licenses currently held or permit required for service used by the Company and its Subsidiaries in connection with the operation of alcoholic beverages at their respective businesses (collectively, the Property (a “Liquor LicenseLicenses”) is issued along with the expiration date of each such Liquor License. Except as would not, individually or in the aggregate, reasonably be expected to Sellerbe material to the business and operations of the Company and its Subsidiaries, Seller shall, taken as a whole: (i) to the extent permitted or not prohibited required by applicable lawsLaw, rules each store (including online distribution channel) owned or regulations, transfer such Liquor License to Buyer at Closing. If operated by the Company and each of its Subsidiaries possesses a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and ; (ii) neither Seller nor Manager shall have the Company has no reason to believe that any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any currently pending application for a Liquor License sought by the Company or any of its Subsidiaries will be ultimately denied; (iii) each of the Liquor Licenses has been validly issued, and any subsequent changes in fact affecting such licensees that were required by Law to be reported to the applicable alcoholic beverage licensing authorities, have been so reported; (iv) each Liquor License is in full force and effect and is adequate for the Propertycurrent conduct of the operations at the store (including online distribution channel) for which it is issued; (v) neither the Company nor any of its Subsidiaries has received any written notice of any pending or threatened modification, suspension or cancellation of a Liquor License or any proceeding related thereto; (vi) except as set forth in Section 4.01(aa)(vi) of the Company Disclosure Letter, there have been no proceedings or other Actions relating to any of the Liquor Licenses; (vii) there are no pending disciplinary actions, unresolved citations, unsatisfied penalties, past disciplinary actions or other Actions relating to Liquor Licenses that would reasonably be expected to have any material impact on any store or the ability to maintain or renew any Liquor License; and (viii) the Company has paid all sales and use tax, gross receipts tax, and other Taxes related to the sale of alcoholic beverages, in the ordinary course of business.

Liquor Licenses. To 4.6.1 The Concessionaire, with the extent cooperation of the City, shall itself obtain and maintain all intoxicating liquor licenses that a license or permit are reasonably required for service the Amphitheater and the City shall support any reasonable legislative changes required in order for the Concessionaire to do so. In the event applicable Laws do not allow the Concessionaire to obtain such licenses, the City shall obtain and maintain all intoxicating liquor licenses that are reasonably required for the Amphitheater and permit their use for the benefit of the Concessionaire. In all provision of Food and Beverage Services, the Concessionaire shall comply with the terms of all intoxicating liquor licenses that are reasonably required for the Amphitheater. 4.6.2 The Concessionaire specifically agrees that it will take all steps required by the State of Minnesota to ensure that all persons involved in the sale, use, consumption, or distribution of alcoholic beverages at on or about the Property (a “Liquor License”) is issued Amphitheater during Food and Beverage Services operated and provided by the Concessionaire have received the required State of Minnesota training for serving and distributing alcohol. Such training shall include checking proper identification before selling alcohol, not serving to Sellerminors, Seller shallrecognizing the signs of excessive consumption, and how to refuse to serve someone. The Concessionaire also agrees to adhere to all Laws relating to or governing the sale, use, consumption or distribution of alcoholic beverages. Any failure or negligence on the part of the Concessionaire to comply with any rules, regulations or training relating to the extent permitted sale, use, consumption or not prohibited by applicable lawsdistribution of alcoholic beverages shall be the exclusive and sole liability of the Concessionaire, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot and in no way shall any liability be transferred to Buyer by Seller or otherwise obtained by Buyer prior the City. 4.6.3 The Concessionaire shall be solely responsible for carrying liquor liability (dram shop) coverage regardless of whether Concessionaire obtains the licenses to the scheduled Closingsell, to the extent permitted or not prohibited by applicable lawuse, Seller shall cooperate with Buyer by enteringconsume, or causing its Affiliate holding distribute alcoholic beverages, or the current City obtains such licenses. Concessionaire shall carry such liquor permit liability coverage for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions duration of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, Agreement and (ii) neither Seller nor Manager shall have any obligation to transfer limits with minimum per occurrence limits of Two Million and No/100 Dollars ($2,000,000.00) and minimum aggregate limits of Five Million and No/100 Dollars ($5,000,000.00). These limits may be met with the purchase of an existing umbrella or excess policy. For example, the foregoing insurance requirements can be satisfied with liquor permit to Buyer prior to Closing, liability coverage with limits of Two Million and No/100 Dollars (iii$2,000,000.00) Buyer shall not obtain, and Seller an excess liability coverage of Three Million and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and No/100 Dollars (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property$3,000,000.00).

Liquor Licenses. To Promptly following the extent that a license Effective Time, Xenia will provide all notices and make all necessary applications for, and shall thereafter use commercially reasonable efforts to pursue and otherwise take all actions reasonably necessary to transfer, obtain or permit required for service reissue to the applicable subsidiary of alcoholic beverages at the Property Xenia any Permits (a “including Liquor License”) is issued to Seller, Seller shallLicenses and including temporary Permits, to the extent permitted available) required to be transferred, obtained or not prohibited reissued as a result of or in furtherance of the Transactions. Inland American shall use commercially reasonable efforts to cooperate with Xenia in connection with such transfer, obtaining or reissuance, including, without limitation, by providing Xenia with such information (including information regarding the past and current operations of the applicable lawsXenia Hotels), rules and entering into or regulationsexecuting such documents, transfer instruments, applications, forms or agreements as may be reasonably required (by a Governmental Authority issuing such Liquor License to Buyer at ClosingPermit or otherwise) in connection therewith. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to Without limiting the scheduled Closinggenerality of the foregoing, to the extent permitted reasonably required to enable alcoholic beverages to continue to be sold at any Xenia Hotel following the Effective Time, the Parties will also enter into any interim liquor agreement or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding other similar type of agreement (“Interim Liquor Agreement”) that will permit the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to continued the sale of alcoholic beverages at the Property in a form substantially similar to applicable Xenia Hotel from and after the agreement attached hereto Effective Time until such time as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a applicable Liquor License is issued issued, consistent with the practices and procedures in effect as of the date hereof, provided that the Interim Liquor Agreement is, in the judgment of Inland American and Xenia, permitted by all applicable Law or is custom or practice in the geographic area in which the applicable Xenia Hotel is located. Any such Interim Liquor Agreement shall be in form and substance reasonably satisfactory to Manager, Manager shall, Inland American and Xenia. In addition to the extent permitted by applicable lawsother indemnification provisions contained herein, rules or regulationsXenia agrees that from and after the Effective Time, continue to it will indemnify, defend and hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) harmless any Inland American Indemnitee from and against any and all costs Losses incurred by Manager and/or Seller in connection such Inland American Indemnitee arising from or as a result of such Inland American Indemnitee being a named party on, or an authorized person, officer or signatory on or with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursuerespect to, any Liquor License for any period after the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the PropertyEffective Time.

Liquor Licenses. To If allowed by applicable law, Liquor License Holder shall, as soon as possible after Closing, initiate a transfer of its Liquor Licenses to Terminating Lessors or their designee (the extent “Operator”). Terminating Lessors shall cause, or shall cause Operator to, promptly execute all forms, applications and other documents required and shall otherwise use their best efforts to effect the acquisition of such Liquor Licenses at the earliest date reasonably practicable, consistent with the laws of the state in which the Hotel is located, in order that all Liquor Licenses may be obtained by Operator at the earliest reasonably practicable time after Closing (but the failure or inability of Terminating Lessors to obtain liquor licenses on or before Closing shall not relieve Terminating Lessors of their obligation to proceed with Closing hereunder). Terminating Lessors shall not permit Operator to attempt to obtain the liquor licenses in any manner that would diminish, prior to the Closing, the full force and effect of the Liquor Licenses maintained by Liquor License Holder in its operation of any restaurants, lounges and bars presently located within the Hotels. If Terminating Lessors or Operator do not obtain any such liquor licenses until after Closing, then Terminating Lessees covenant and agree that they shall cooperate reasonably with Operator in keeping open any such liquor facilities of the Hotels between the Closing and the time when such Liquor Licenses are obtained by Operator or for a license period not to exceed one hundred twenty (120) days following the Closing Date, whichever is less, by entering into an Alcoholic Beverage Management Agreement for the continued operation of and under the Liquor Licenses with respect to the affected Hotel, in the form of Exhibit F attached hereto and made a part hereof (the “Accommodation Agreement”). In no event shall any Terminating Lessee be required to obtain any additional liquor or permit required for service alcoholic beverage licenses which it does not possess at the time of Closing. For the purpose of this Section only, the term “Terminating Lessee” shall include the officers, directors and employees of any entity that is a Liquor License Holder and the term “Operator” shall include Terminating Lessors. After the termination of the Accommodation Agreement, Liquor License Holder shall have the right, if the transfer of the Liquor Licenses has not yet then been consummated, to cause the Liquor Licenses to become inactive so that no alcoholic beverages shall be served at the affected Hotel under the Liquor Licenses, but Liquor License Holder shall continue to cooperate with Operator to accomplish the transfer of the Liquor Licenses to Operator. Terminating Lessors and Operator shall indemnify Liquor License Holder and Terminating Lessees with respect to any liability, obligation, costs, expenses (including, without limitation, attorneys’ fees and expenses), fees, fines, claims, causes of action or damages arising out of or related to the sale or serving of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer Hotels prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance consummation of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor LicenseLicenses to Operator. The foregoing provisions terms of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for shall survive the Property shall be borne by Buyer, Closing until fully performed and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertybe terminated by Section 7.1.

Liquor Licenses. To (a). Within five (5) Business Days following the extent that a license expiration of the Inspection Period, Purchaser, at its sole cost and expense, shall provide all notices and make all necessary applications for, and shall thereafter diligently pursue and otherwise take all actions necessary to transfer, obtain or permit reissue in the name of Purchaser (or Purchaser’s Designee) all licenses and approvals required to be transferred, obtained or reissued in the name of Purchaser (or Purchaser’s Designee), under any Legal Requirements for the continued purchase, storage, sale and service of alcoholic beverages at the Property Hotel from and after the Closing Date (including temporary permits, to the extent available) consistent with the practices and procedures in effect as of the Contract Date (each a “Liquor License”) is issued ). Purchaser shall keep Seller informed of the status of such applications, and shall promptly respond to Seller, Seller shall, to ’s inquiries regarding the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closingstatus of the same. (b). If a any Liquor License canLicenses have not be transferred been issued as of the date that are otherwise required to Buyer by Seller or otherwise obtained by Buyer prior to occur under this Agreement, then at the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by enteringuse commercially reasonable efforts to cause Manager to, or causing its Affiliate holding the current as applicable, enter into an interim liquor permit agreement for the Property to enter intoHotel (each, an interim alcoholic beverage management agreement with respect “Interim Liquor Agreement”) that will permit Purchaser (or Purchaser’s Designee) to continue the purchase, storage, sale and service of alcoholic beverages at the Property Hotel for which the Liquor Licenses have not been issued from and after the Closing Date consistent with the practices and procedures in a form substantially similar to the agreement attached hereto effect as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Contract Date, provided that such Interim Liquor License. To Agreement is, in the extent that a Liquor License is issued to judgment of Seller and Purchaser (and Manager), Manager shalleach acting reasonably and in good faith, to the extent permitted by all applicable laws, rules Legal Requirements and is custom or regulations, continue to hold such practice in the geographic area in which the Hotel is located. Each Interim Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, Agreement shall (i) all costs incurred by Manager and/or be in form and substance reasonably satisfactory to the Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer(and Manager), and (ii) neither provide for the indemnification by Purchaser (or Purchaser’s Designee) of the Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to ClosingParties, and Manager, satisfactory to Seller (and Manager) including with respect to all Damages related to the purchase, storage, sale, service or consumption of alcoholic beverages at the Hotel from and after the Closing Date, (iii) Buyer provide that Purchaser (or Purchaser’s Designee) shall not obtainmaintain liquor liability insurance from such companies, and Seller in such forms and Manager amounts, as may be acceptable to Seller, and/or the Manager, as applicable, which policies shall have no obligation to pursuename Seller, and/or the Manager, as applicable, and any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of other Persons reasonably requested by Seller or Manager under any existing liquor permitManager, as additional insureds thereunder, and (iv) if this Contract is terminated, Buyer agrees expire on the earlier to promptly withdraw any pending application for a occur of issuance of the applicable Liquor License for or the Propertydate that is one hundred twenty (120) days after the Closing Date.

Liquor Licenses. To If applicable, Seller shall use its good faith efforts to assist Purchaser in affecting the extent transfer of any existing liquor licenses and permits currently in the name of Seller or its affiliates to Purchaser or its designee on the Closing Date (or alternatively, to obtain a new liquor license). Notwithstanding the foregoing, however, in the event that the parties are unable to cause the transfer of the existing liquor licenses and permits (or the issuance of a new liquor license or permit required for permits) to Purchaser as of the date of Closing Date, then Seller or its affiliate shall cooperate in good faith with Purchaser and implement an interim liquor agreement reasonably requested by Purchaser whereby Seller or its affiliate shall manage the purchase, sale and service of alcoholic beverages at the Property Hotel on behalf of Purchaser following the Closing Date and pending the transfer of the existing liquor licenses and permits to Purchaser. Purchaser shall reimburse the Seller or its affiliate(s) for actual out of pocket costs incurred by the Seller or its affiliate(s) arising from their performance of the obligations set forth in this Section 16 such as the costs of carrying liquor liability insurance and licensing fees. At such time after Closing as transfer of the existing liquor licenses and permits (or the issuance of a “Liquor License”new liquor license or permits) is issued to Seller, as applicable, will convey, at no additional costs, all alcoholic beverages to Purchaser or its designee by a conveyance document in form reasonably acceptable to Seller shall, to and Purchaser and in accordance with the extent permitted or not prohibited by requirements of the Texas Alcoholic Beverage Commission and all applicable laws, rules or regulationsorders, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable lawsordinances, rules or and regulations, continue to hold such Liquor License after . This Section 16 shall survive the Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To (a) Buyer shall use diligent and good faith efforts, and shall be responsible, at its expense, for preparing, filing and prosecuting all applications before governmental authorities for the extent that a license transfer or permit required for service re-issuance of alcoholic beverages the liquor licenses at the Property (a “Liquor License”) is issued Hotels to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at ClosingBuyer. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller Sellers shall cooperate with Buyer (at no cost or expense to Sellers), and shall use commercially reasonable efforts to cause the Managers to cooperate with Buyer (at no cost or expense to Managers), in any manner reasonably requested by enteringBuyer as required to successfully transfer the existing liquor licenses or effectuate the issuance of new liquor licenses to Buyer including, without limitation, providing and/or executing any and all forms, certificates, agreements or causing its Affiliate holding other documents in the form required by the relevant liquor board or licensing authority to (i) transfer and/or surrender current liquor licenses, (ii) issue new liquor licenses to Buyer and (iii) transfer closed Liquor Inventory where lawfully permitted. (b) Notwithstanding any other provision of this Agreement, the Liquor Inventory shall be sold and transferred to Buyer only in such manner as complies with applicable alcoholic beverage control laws and the terms of the liquor licenses. If applicable law requires that the Liquor Inventory of any Hotel (or any other aspect of the Liquor Operations of any Hotel) be transferred in a transaction separate and apart from the sale and purchase of such Hotel, then: (A) such Liquor Inventory shall be excluded from the Property sold as part of such Hotel under this Agreement, and (B) Buyer shall in good faith negotiate with the holder of the liquor licenses (and Sellers, if not the holder of the liquor licenses, shall use good faith efforts to cause the holder of the liquor licenses to negotiate in good faith with Buyer) a separate agreement to close concurrently with Closing for such Hotel or as soon thereafter as practicable, for the transfer of such Liquor Inventory and the transfer of such Liquor Operations to Buyer, provided that Buyer shall not be required to pay any additional consideration for the Liquor Inventory and if the holders of the liquor licenses require any additional consideration for the Liquor Inventory, the Purchase Price shall be reduced by the amount of such additional consideration. (c) If Purchaser has used diligent and good faith efforts prior to Closing to obtain the transfer or re-issuance of the liquor licenses at the Hotels to Buyer, but is unable by the Closing Date to obtain the transfer or re-issuance of any liquor licenses to the operation of any hotel designated on Schedule “T”, then, unless the current holders of the relevant liquor permit for the Property licenses agree to enter intointo leases, an interim alcoholic beverage management agreement concession agreements or other arrangements described in Section 3.02(d) below, the Closing Date shall be extended for a reasonable period of time (but in any event, not beyond April 1, 2007) to allow Buyer to obtain the transfers or re-issuances of the liquor licenses at the Hotels to Buyer. However, if at the end of such extension period, Buyer is unable to obtain the transfers or re-issuances of the liquor licenses at the Hotels to Buyer, then, unless the current holders of the relevant liquor licenses agree to enter into leases, concession agreements or other arrangements described in Section 3.02(d) below, this Agreement will automatically terminate with respect to the sale Hotels where Buyer has not yet obtained the transfer or re-issuance of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages to Buyer, and the Purchase Price shall be reduced by the Allocated Purchase Price for such excluded Hotels. (d) At Buyer’s request, Sellers shall request the current holder of any liquor license to enter into a lease, concession agreement or other arrangement in form and substance reasonably satisfactory to Sellers, which shall commence as of the Closing Date and continue for a term of 365 days (or shorter, as Buyer may elect) and contain other commercially reasonable terms, under which the applicable Liquor Operations and the Licensed Premises would continue to be served at operated under the Property pending issuance now-existing liquor license until such time as all necessary approvals have been granted and Buyer is able lawfully to take over the Licensed Premises and applicable Liquor Operations or expiration of the permanent Liquor Licenseterm whichever first occurs. In such event, Buyer shall indemnify the applicable Sellers, Operating Tenant and such person in form and substance reasonably satisfactory to the Sellers and such holder of the liquor license. Buyer shall reimburse and indemnify Sellers and Operating Tenants for any claims incurred by them in connection with any lease, concession agreement or other arrangement entered into in accordance with this Section 3.02(d). To the extent that a Liquor License is issued to Manager, Manager shall, to the maximum extent permitted by applicable laws, rules any such arrangement shall be structured so as to preserve to Buyer or regulationsSellers the economic or other benefits of the transactions contemplated by this Agreement and, continue in any event, so as to hold such Liquor License indemnify Sellers and Operating Tenants, any personal signatory and the holder of the existing liquor license from and against any claim, loss, liability, expenses or damages related to the licensed activities after Closing. To This Section 3.02(d) shall survive the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To the extent transferable, Sellers shall transfer to Buyer or its designee, or cause to be transferred to Buyer or its designee, all liquor licenses and alcoholic beverage licenses which are necessary to operate the restaurant, bars and lounges presently located within the Hotel located in Crystal City, Virginia (the "Crystal City Hotel") and held in the name of Sellers (and not the Manager). To that a end, Sellers and Buyer shall reasonably cooperate each with the other, and each shall execute such transfer forms, license or permit required for service applications and other documents as may be necessary to effect such transfer. The parties shall use good faith efforts to effect such transfer prior to Closing. If permitted under the laws of the Commonwealth of Virginia, the parties shall execute and file all necessary transfer forms, applications and papers with the appropriate liquor and alcoholic beverages at the Property (a “Liquor License”) is issued beverage authorities prior to Seller, Seller shallClosing, to the extent permitted or not prohibited by applicable lawsend that the transfer shall take effect, rules or regulationsif possible, transfer such Liquor License to Buyer at on the Closing Date, simultaneously with Closing. If a Liquor License not so permitted, then the parties agree each with the other that they will promptly execute all transfer forms, applications and other documents required by the appropriate liquor and alcoholic beverage authorities in order to effect such transfer at the earliest date in time possible consistent with the laws of the Commonwealth of Virginia, in order that all liquor licenses may be transferred from Sellers to Buyer or its designee at the earliest possible time. If under the laws of the Commonwealth of Virginia, such licenses cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled will not be transferred until after Closing, to the extent permitted or not prohibited by applicable law, Seller then Sellers covenant and agree that Sellers shall reasonably cooperate with Buyer in keeping open the bars and lounges and liquor facilities of the Crystal City Hotel between the Closing Date and the time when such liquor license transfers actually become effective, by entering, or causing its Affiliate holding the current liquor permit for Manager of such facilities to continue exercising supervision and management under Sellers' licenses pursuant to a written agreement in the Property to enter into, an interim alcoholic beverage management agreement with respect to substantially the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller EXHIBIT "O" until such time as Buyer obtains licenses for such facilities, but in any event not later than sixty (60) days after the Closing Date (at which time such written agreement shall also assist terminate); provided, however, that Buyer, at Buyer's cost and cooperate expense, shall maintain in force and effect at all times insurance reasonably acceptable to Sellers (with Sellers as additional named insureds) and shall indemnify and hold Sellers harmless from any liability, damages or claims encountered in connection with such operations during said period of time, except for Sellers' gross negligence or willful misconduct and no employees of said facilities shall be employees of any Seller. All cost and expense of such operations during said period of time shall be the sole responsibility of and be promptly paid by Buyer. Buyer if covenants and agrees that upon the filing of all necessary transfer forms, applications and other documents with the appropriate liquor and alcoholic beverage authorities, Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at will diligently and in good faith prosecute the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation liquor licenses to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertycompletion.

Liquor Licenses. To the extent that a license permitted by Applicable Law, Sellers or permit required for service their Affiliates shall transfer or cause to be transferred to Replacement Manager ("Operator") all alcoholic beverage licenses held by Manager with respect to the operation of alcoholic beverages at the Property restaurant, bars and lounges presently located within the Hotel (a “Liquor License”) is issued and, notwithstanding anything to Seller, Seller shallthe contrary herein or elsewhere, to the extent permitted that Applicable Laws prohibit the transfer of any portion of Inventory connected with the same, the transfer of Inventory shall be appropriately limited or not prohibited reduced as necessary to comply with such Applicable Laws without otherwise delaying Closing or reducing the Purchase Price, and such matters shall in no event constitute any breach or default by applicable lawsSellers or any failure of a condition hereunder). Manager, rules Sellers, Purchaser and their respective Affiliates shall cooperate each with the other, and each shall execute or regulationscause to be executed such transfer or notification forms, transfer license applications, questionnaires and other documents as may be necessary to effect such Liquor License transfers and/or to Buyer at Closingpermit Purchaser to continue existing or obtain new alcoholic beverage licenses. If a Liquor License cannot permitted under the Applicable Law, such parties shall execute or cause to be transferred to Buyer by Seller executed and file all necessary transfer or otherwise obtained by Buyer notification forms, applications, questionnaires and other documents with the appropriate alcoholic beverage authorities prior to the scheduled Closing, to the extent end that the transfer or continuance of the existing licenses (and/or such related Inventory) or Purchaser's obtaining new licenses (if Purchaser so elects at its expense) shall take effect, if possible, on the Closing Date, simultaneously with Closing. If not so permitted or not prohibited possible, then the parties agree each with the other that they will promptly execute or cause to be executed all transfer or notification forms, applications, questionnaires and other documents required by applicable lawthe liquor authorities in order to effect such transfer or continuation of existing licenses or issuance of new licenses at the earliest date in time possible consistent with Applicable Law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim in order that all existing alcoholic beverage management agreement with respect licenses (and/or such related Inventory) may be transferred, continued or new alcoholic beverage licenses issued to the sale of alcoholic beverages Purchaser or its designee at the Property in a form substantially similar earliest possible time. Purchaser acknowledges that the transfer, continuation or issuance to Purchaser or its designee of any existing or new alcoholic beverage license (as the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages case may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager be) is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer condition of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any Purchaser's obligation to transfer an existing liquor permit to Buyer prior proceed to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To Buyer acknowledges that there may be various liquor licenses associated with the extent that a license or permit operation of the Hotels. As soon as is reasonably practicable after the full execution and delivery of this Agreement, Buyer shall file an application with the required state and local agencies for the issuance of such licenses (the “Required Liquor Licenses”) as are necessary for the continued service of alcoholic beverages at Austin Property and at the Property (a “Waverly Property. Buyer shall diligently pursue the obtaining of the Required Liquor License”) is issued Licenses at Buyer’s sole cost and expense. Seller shall cooperate and instruct Manager to Seller, Seller shall, cooperate reasonably with Buyer in its efforts to obtain the Required Liquor Licenses and shall cause any violation of liquor laws or regulations which would affect the ability of Buyer to obtain the Required Liquor Licenses by Closing to be cured to the extent permitted or not prohibited by applicable lawssatisfaction of the liquor license authorities and any fines to be paid, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer all prior to the scheduled ClosingClosing Date and at Seller’s sole cost and expense. The issuance of the Required Liquor Licenses shall not be a condition to Buyer’s obligations to close the sale contemplated hereby. However, to the extent if applicable and as permitted or not prohibited by applicable law, Seller shall cooperate enter into a customary post-closing interim agreement for use of Seller’s liquor licenses with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim customary indemnities whereby such alcoholic beverage management agreement with respect to operations are continued or managed by the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance existing holder of the permanent liquor licenses until the Required Liquor License. To Licenses can be obtained by Buyer following the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To the extent that a license permitted by law, Owner or permit required for service of alcoholic beverages at the Property Operating Lessee shall transfer or cause to be transferred to Transferee or its designee (a each, an “Liquor LicenseOperator”) is issued all alcoholic beverage licenses necessary to Selleroperate the restaurant, Seller shallbars and lounges presently located within a Hotel (and, notwithstanding anything to the contrary herein or elsewhere, to the extent permitted that applicable laws prohibit the transfer of any portion of Inventory connected with the same, then the transfer of Inventory shall be appropriately limited or not prohibited reduced as necessary to comply with such applicable laws without otherwise delaying Closing or reducing the Purchase Price, and such matters shall in no event constitute any breach or default by applicable lawsOwner or any failure of a condition hereunder). Owner (and Operating Lessee and their Affiliates) and Transferee shall cooperate each with the other, rules and each shall execute or regulationscause to be executed such transfer forms, transfer license applications and other documents as may be necessary to effect such Liquor License transfers and/or to Buyer at Closingpermit Transferee to obtain new alcoholic beverage licenses. If permitted under the laws of the jurisdiction in which a Liquor License cannot Hotel is located, such parties shall execute or cause to be transferred to Buyer by Seller or otherwise obtained by Buyer executed and file all necessary transfer forms, applications and papers with the appropriate alcoholic beverage authorities prior to the scheduled Closing, to the extent permitted end that the transfer of the existing licenses (and/or such related Inventory) or Transferee’s obtaining new licenses shall take effect, if possible, on the Closing Date, simultaneously with Closing. If not prohibited so permitted, then the parties agree each with the other that they will promptly execute or cause to be executed all transfer forms, applications and other documents required by applicable lawthe liquor authorities in order to effect such transfer or issuance of new licenses at the earliest date in time possible consistent with the laws of the State where a Hotel is located, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim in order that all existing alcoholic beverage management agreement with respect licenses (and/or such related Inventory) may be transferred or new alcoholic beverage licenses issued to the sale of alcoholic beverages Transferee or its designee at the Property in earliest possible time. Purchaser acknowledges that the transfer or issuance to Transferee of any alcoholic beverage license is not a form substantially similar condition of Purchaser’s obligation to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects proceed to apply for an interim/temporary liquor license so that alcoholic beverages may continue to Closing. If such licenses cannot be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Managerobtained by Operator until after Closing, Manager shallthen, to the extent permitted by applicable lawsApplicable Laws, rules Owner covenants and agrees that Owner and its Affiliates shall cooperate reasonably with Operator in keeping open the bars and lounges and other liquor facilities of the Hotels between the Closing and the time when such alcoholic beverage licenses and permits are obtained by Operator, or regulationsa period not to exceed one hundred eighty (180) days following the Closing Date, continue whichever is less, pursuant to hold such a “Liquor License after Closing. To Agreement” in the form attached hereto as Exhibit M (or a modification of such form in a manner reasonably satisfactory to Owner and Purchaser to the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer required by Applicable Law of the Liquor Licenseany applicable jurisdiction). The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for 8.4 shall survive the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To Prior to the extent that a license or permit required Closing, Buyer shall use best efforts to obtain new liquor licenses and all other necessary permits (“Liquor Licenses”) for service the sale, serving, and dispensing of alcoholic beverages (“Beverage Operations”) at the Property (a “Liquor License”) is issued to Seller, Seller shallHotel in the name of the Buyer or an entity designated by Buyer. In furtherance of the foregoing, to the extent permitted under Applicable Law, Buyer further shall use best efforts to obtain interim, or temporary Liquor Licenses for Beverage Operations at the Hotel during the application period and processing of the permanent Liquor Licenses. Buyer shall be responsible for complying, at its sole cost and expense, with all statutes and regulations applicable to obtaining the Liquor Licenses and the interim, or temporary, Liquor Licenses, including, but not prohibited limited to, paying all filing or application fees, license and transfer fees, fees imposed by applicable lawslocal governing bodies, rules issuance fees, sales and use taxes, and all other fees and expenses incurred in connection with the interim, temporary, or regulationsnew Liquor Licenses. Seller shall use commercially reasonable efforts to cooperate with Buyer in Buyer’s efforts to apply for and and obtain the interim, transfer such temporary or new Liquor License Licenses. Notwithstanding the foregoing, the issuance of interim, temporary, or new Liquor Licenses to Buyer at Closing. If a Liquor License canor its designee shall not be transferred a condition to Buyer by Seller Closing; provided, however, if Buyer, after using best efforts to obtain interim, temporary, or otherwise new Liquor Licenses, has not obtained by Buyer the same at the Hotel prior to the scheduled Closing, to the extent permitted or not prohibited by applicable lawClosing Date, Seller shall cooperate with Buyer cause Manager or its Affiliate, as applicable, unless prohibited by enteringApplicable Law, or causing its Affiliate holding the current liquor permit for the Property to enter into, into an interim alcoholic beverage management agreement with respect to Buyer (or its designee) for the sale Hotel, the form of alcoholic beverages at the Property in a form substantially similar to the agreement which is attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at F (the Property pending issuance of the permanent “Liquor LicenseManagement Agreement”). To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer The term of the Liquor LicenseManagement Agreement shall expire on the earlier of (a) 90 days after the Closing Date and (b) the issuance of an interim, temporary, or new Liquor License for the Hotel (such period, the “Interim Period”). During the Interim Period, Buyer shall be required to maintain all insurance required by Applicable Law in connection with Beverage Operations at the Hotel. In furtherance of the foregoing and subject to the terms and conditions contained in the applicable Liquor Management Agreement, Buyer hereby agrees that, during the Interim Period, Buyer shall pay the actual, out-of-pocket costs and expenses (including, without limitation, maintaining adequate insurance) actually incurred by any of the Seller-Related Parties and Manager (or its Affiliate) in connection with the Beverage Operations, and Buyer shall indemnify, defend, and hold Manager (and its Affiliates) and each of the Seller-Related Entities free and harmless from and against all Losses (including, reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the same. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for 14.23 shall survive the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertywithout limitation.

Liquor Licenses. To Buyer acknowledges that there may be various liquor licenses associated with the extent that a license or permit operation of the Hotel. As soon as is reasonably practicable after the Feasibility Date, Buyer shall file an application with the required state and local agencies for the issuance of such licenses (the “Required Liquor Licenses”) as are necessary for the continued service of alcoholic beverages at the Property (a “Property. Buyer shall diligently pursue the obtaining of the Required Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer Licenses at ClosingBuyer’s sole cost and expense. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate and instruct Manager to cooperate reasonably with Buyer by entering, or causing in its Affiliate holding efforts to obtain the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending Required Liquor Licenses. The issuance of the permanent Required Liquor License. To Licenses shall not be a condition to Buyer’s obligations to close the extent sale contemplated hereby; provided, however, that a if such Required Liquor License is Licenses have not issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree and Buyer shall enter into an Interim Beverage Services Agreement in the form of Exhibit G attached hereto for use of Seller’s liquor licenses until the earlier of the 180th day after Closing or the date on which the Required Liquor Licenses are issued. In such event, Buyer shall maintain liquor liability insurance with coverage in the amount of at least Twenty-Five Million and No/100 Dollars ($25,000,000.00) naming Seller as additional insured, and further agrees to cooperate indemnify, defend and hold Seller harmless from and against any liability, cost or expense arising out of Seller’s cooperation with Buyer to facilitate the issuance or transfer during such interim period. Seller shall provide Buyer with a list of and copies of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) Licenses and all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for other material permits and approvals related to the Property shall be borne by Buyernot later than January 10, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property2007.

Liquor Licenses. To It is understood that the extent that a license or permit required for service current Liquor Licenses are held by Great Wolf Lodge of alcoholic beverages at Williamsburg, LLC (the Property (a “Liquor LicenseLicense Holder”) is issued to Seller, Seller shall, and Liquor Operations on the Mortgaged Property are conducted pursuant to the extent permitted or not prohibited Liquor Agreement. For so long as the Liquor Licenses are held by applicable laws, rules or regulations, transfer such the Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled ClosingHolder, to the extent permitted or not prohibited by applicable law, Seller Borrower shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) promptly perform and /or observe, in all costs incurred material respects, all of the covenants and agreements required to be performed and observed by Manager and/or Seller in connection with obtaining or transferring it under the Liquor License for the Property shall be borne by BuyerAgreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder, and (ii) neither Seller nor Manager shall have any obligation promptly deliver to transfer an existing liquor permit to Buyer prior to ClosingLender a copy of each notice of default received or sent by it under the Liquor Agreement, and (iii) Buyer enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the Liquor License Holder under the Liquor Agreement. Without the prior written consent of Lender, Borrower shall not obtainamend, modify, change or supplement the Liquor Agreement or cancel or terminate the Liquor Agreement, unless Borrower provides to Lender evidence reasonably satisfactory to Lender that prior to or contemporaneously with such cancellation or termination the Liquor Licenses will remain in full force and effect in the name of Borrower or Manager (as a result of either the Liquor Licenses being assigned to or new Liquor Licenses being issued to Borrower or Manager) and Liquor Operations at the Property will be uninterrupted as a result of such termination or cancellation. If Borrower determines that the Liquor Licenses are to be held by Manager, Borrower shall notify Lender in writing and, at the request of Lender, shall, and Seller shall cause Manager to, enter into an agreement reasonably satisfactory to Lender (and Manager shall have no obligation at Borrower’s sole cost and expense) with respect to pursuethe Liquor Licenses and Liquor Operations, any Liquor License for including in connection with, during and following the Property prior to Closing if exercise of Lender’s remedies under the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the PropertyLoan Documents.

Liquor Licenses. To the extent that a license Seller and Buyer will or permit required for service will cause their affiliates to use commercially reasonable efforts, which efforts will commence upon execution of alcoholic beverages this Agreement, at the Property (a “Liquor License”) is issued sole cost of Buyer, to Sellerobtain all governmental approvals to transfer any liquor license used in connection with the operation of any of the Hotels to Buyer as soon as reasonably possible. Seller and Buyer will cooperate, Seller shalland will cause their affiliates to cooperate, with Buyer, to the extent permitted or not prohibited by applicable laws, rules or and regulations, in endeavoring to allow Buyer or its designees to use the existing liquor licenses for the Property to operate the Hotels presently serving liquor until Buyer obtains the transfer such Liquor License to of the existing liquor licenses or new liquor licenses; provided that, Buyer at will indemnify and hold harmless the Seller against any liability which may arise by reason of Buyer’s service of alcoholic beverages or use of the existing liquor licenses for the Property while the same are held by Seller from and after Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to To the extent permitted or not prohibited by applicable law, rules and regulations, Seller shall cooperate will execute all documents necessary to effectuate the transfer of such existing liquor licenses and will enter into one or more agreements with Buyer by enteringor its designees, which will permit Buyer or its designees to have use of each such existing liquor license from the Closing Date until the earlier of (a) Buyer’s receipt of a replacement liquor license (which Buyer agrees to make diligent efforts to procure), or causing its Affiliate holding (b) six months after the current liquor permit for the Property to enter intoClosing Date, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply except that this six month period will be extended for an interim/temporary liquor license so that alcoholic beverages may continue additional reasonable period of time (not to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, exceed one year) to the extent permitted by applicable lawsBuyer is continuing to use commercially reasonable efforts to obtain a replacement liquor license, rules or regulationsbut due to circumstances beyond the control of Buyer, continue to hold such Liquor License after Closing. To license cannot be obtained within the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor Licensesix month period. The foregoing provisions of this Section 8.9 notwithstanding, (i13(a) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License shall survive the Closing for the Property Limitation Period; provided, however, that this Section 13(a) shall be borne by Buyer, become void and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation further force or effect with regard to pursue, any Liquor License Hotel for which New Manager is no longer the Property prior manager of the applicable Hotel pursuant to Closing if the issuance of New Management Agreement during such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the PropertyLimitation Period.

Liquor Licenses. To Buyer acknowledges that there may be various liquor licenses associated with the extent operation of the Individual Hotels and that a license or permit such liquor licenses (the “Liquor Licenses”) are held by the Persons identified on Schedule 3.4 attached hereto. Seller shall deliver to Buyer an updated Schedule 3.4 no later than seven (7) Business Days after the Effective Date. Buyer shall work with the applicable Hotel Manager and Hotel Owner and Operating Tenant to ensure that any and all Liquor Licenses that may be required for to ensure the continued service of alcoholic beverages at such Individual Hotels from and after the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise Closing are obtained by Buyer prior to the scheduled Closing in accordance with Applicable Law and that the Persons identified on Schedule 3.4 attached hereto (as may be updated in accordance with the terms of this Section 3.4) are removed or released from all such Liquor Licenses as of the Closing, to the extent permitted or not prohibited by applicable law, . Seller shall (or shall cause the applicable Hotel Owner to), at no additional cost, expense or liability to Seller or any Hotel Owner, cooperate and instruct the applicable Hotel Manager to reasonably cooperate with Buyer by entering, or causing in its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement efforts with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so Liquor Licenses; provided, however, that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate (i) the issuance or and/or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for Licenses shall not be a condition to Buyer’s obligations to close the Property shall be borne by Buyer, purchase and sale transaction contemplated herein and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation the right to pursue, extend the Closing or terminate or cancel this Agreement based on the absence or lack of any Liquor Licenses. If Buyer is unable to obtain any Liquor License for any Individual Hotel that is in the Property name of any Hotel Manager or its Affiliates (other than any Marriott Manager) prior to Closing the Closing, Seller shall use commercially reasonable efforts to cause such Hotel Managers to comply with the transition obligations contained in the applicable Hotel Management Agreement, if any, solely to the issuance extent of such Liquor License would impact the rights of Seller or Manager under any existing liquor permitobligations, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw shall comply in all respects with any pending application for a Liquor License for such provisions in the Propertyapplicable Hotel Management Agreement relating thereto. This Section 3.4 shall survive the Closing.

Liquor Licenses. To During the extent that Due Diligence Period, Buyer shall use diligent and all commercially reasonable efforts (at its sole cost and expense) to assemble and, at Closing, to file a license or permit required Liquor License Application for service of alcoholic beverages the Interim Permit to continue the liquor operations at the Property Hotel while Buyer, its lessee’s or manager’s application for a new Series 11 (a “Hotel-Motel) liquor license is pending pursuant to the applicable provisions of the Liquor License”) is issued Act and the Liquor Rules. Seller shall, at no cost or expense to Seller, Seller shall, cooperate with Buyer and Buyer’s lessee or manager in completing and processing the Liquor License Application and effectuating the issuance of the Interim Permit and the Series 11 (Hotel-Motel) liquor license as required pursuant to the extent permitted or not prohibited applicable provisions of the Liquor Act and the Liquor Rules. Such cooperation shall include, without limitation, supplying information, executing documents reasonably requested by applicable laws, rules or regulations, transfer such Buyer to effectuate issuance of an Interim Permit and Seller’s release of the Liquor License to Buyer not later than two (2) Business Days prior to the scheduled Closing Date to enable Buyer to obtain an Interim Permit that will be effective as of the Closing Date and offering reasonable assistance in connection with any proceeding for the new Series 11 (Hotel-Motel) liquor license. Buyer covenants that it shall not deliver the Liquor License to any person or for any purpose other than in connection with obtaining an Interim Permit concurrent with Buyer’s performance of its obligations at Closing. If a the Closing fails to occur for any reason, including Seller’s default, Buyer shall cause the Liquor License cannot to be transferred returned to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages Seller’s possession at the Property in a form substantially similar to on the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so date that alcoholic beverages may continue to be served at is the Property pending issuance earlier of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for two (2) Business Days after the Property shall be borne by Buyerscheduled Closing Date, and (ii) neither two (2) Business Days after the termination of this Agreement. Buyer agrees to indemnify, defend and hold harmless Seller nor Manager shall have and the Seller Indemnitees from and any obligation Losses incurred by Seller or any Seller Indemnitee solely arising out of or relating to transfer an existing liquor permit to Buyer Buyer’s possession of the Liquor License prior to Closing, . The provisions of this Section 8.7 shall survive the termination of this Agreement or Closing and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for merge with the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the PropertyDeed.

Liquor Licenses. To the extent that a license permitted by Applicable Law, Sellers or permit required for service their Affiliates shall cooperate with Purchaser and Manager to transfer or cause to be transferred to Replacement Manager (as defined in the SHC Agreement), if Purchaser so elects and at Purchaser's expense, all alcoholic beverage licenses held by Manager with respect to the operation of alcoholic beverages at the Property restaurant, bars and lounges presently located within the Hotel (a “Liquor License”) is issued and, notwithstanding anything to Seller, Seller shallthe contrary herein or elsewhere, to the extent permitted that Applicable Laws prohibit the transfer of any portion of Inventory connected with the same, the transfer of Inventory shall be appropriately limited or not prohibited reduced as necessary to comply with such Applicable Laws without otherwise delaying Closing or reducing the HdC Interest Purchase Price, and such matters shall in no event constitute any breach or default by applicable laws, rules Sellers or regulations, transfer such Liquor License to Buyer at Closingany failure of a condition hereunder). If a Liquor License cannot permitted under Applicable Law, such parties shall execute or cause to be transferred to Buyer by Seller executed and file all necessary transfer or otherwise obtained by Buyer notification forms, applications, questionnaires and other documents with the appropriate alcoholic beverage authorities prior to the scheduled Closing, to the extent end that the transfer or continuance of the existing licenses (and/or such related Inventory) or any applicable Acquired Entity obtaining new licenses (if Purchaser so elects at its expense) shall take effect, if possible, on the Closing Date, simultaneously with Closing. If not so permitted or not prohibited possible, then the parties agree each with the other that they will promptly execute or cause to be executed all transfer or notification forms, applications, questionnaires and other documents required by applicable lawthe liquor authorities in order to effect such transfer or continuation of existing licenses or issuance of new licenses at the earliest date in time possible consistent with Applicable Law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim in order that all existing alcoholic beverage management agreement with respect licenses (and/or such related Inventory) may be transferred, continued or new alcoholic beverage licenses issued to the sale of alcoholic beverages Purchaser or its designee at the Property in a form substantially similar earliest possible time. Purchaser acknowledges that the transfer, continuation or issuance to Purchaser or its designee of any existing or new alcoholic beverage license (as the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages case may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager be) is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer condition of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any Purchaser's obligation to transfer an existing liquor permit to Buyer prior proceed to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

Liquor Licenses. To the extent permitted by law, Seller or Operating Lessee shall transfer or cause to be transferred to Purchaser or its designee all alcoholic beverage licenses which are in their respective names and which are necessary to operate the restaurant, bars and lounges presently located within the Hotel (and, notwithstanding anything to the contrary herein or elsewhere, to the extent that applicable laws prohibit the transfer of any portion of Inventory connected with the same, then Purchaser or its designee shall still be required to purchase the Inventory, but the transfer of Inventory shall be appropriately limited or reduced as necessary to comply with such applicable laws without otherwise delaying Closing or reducing the Purchase Price, and such matters shall in no event constitute any breach or default by Seller or any failure of a condition hereunder). Seller (and Operating Lessee and their Affiliates) and Purchaser shall cooperate each with the other, and each shall execute or cause to be executed such transfer forms, license applications and other documents as may be necessary to effect such transfers and/or to permit Purchaser to obtain new alcoholic beverage licenses. If permitted under the laws of the jurisdiction in which the Hotel is located, such parties shall execute or permit cause to be executed and file all necessary transfer forms, applications and papers with the appropriate alcoholic beverage authorities prior to Closing, to the end that the transfer of the existing licenses (and/or such related Inventory) or Purchaser’s obtaining new licenses shall take effect, if possible, on the Closing Date, simultaneously with Closing. If not so permitted, then the parties agree each with the other that they will promptly execute or cause to be executed all transfer forms, applications and other documents required by the liquor authorities in order to effect such transfer or issuance of new licenses at the earliest date in time possible consistent with the laws of the State where the Property is located, in order that all existing alcoholic beverage licenses (and/or such related Inventory) may be transferred or new alcoholic beverage licenses issued to Purchaser or its designee at the earliest possible time. If upon Closing the existing liquor license has not been transferred to Purchaser or Purchaser’s nominee or, despite commercially reasonable good faith efforts by Purchaser, a new liquor license has not been issued to Purchaser or Purchaser’s nominee, then, subject to Applicable Laws, Seller shall (not to include by Seller the expenditure of any money or guaranty of any obligation) cause the holder of the existing liquor license (the “Existing Permittee”) to enter into an interim liquor agreement (an “Interim Liquor Agreement”) or any other such license agreements, management agreements and/or other interim agreements, with Purchaser or Purchaser’s designee as may be reasonably necessary for service the continuation of the sale and consumption of alcoholic beverages at the Property Hotel after the Closing and before such time as an Affiliate or designee of Purchaser (a the “Liquor LicenseNew Permittee”) is issued to Seller, Seller shall, to obtains permits (the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such “New Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect Permits”) relating to the sale and on-premises consumption of liquor and other alcoholic beverages to replace the existing liquor license; provided, however, that (i) Purchaser shall indemnify, defend and hold Seller and Existing Permittee harmless from any liability, damages, costs, expenses or claims encountered in connection with such operations during said period of time, and Purchaser shall procure and pay for dram shop liability insurance (in amounts and with deductibles as previously maintained by Seller) naming Purchaser and Seller and Existing Permittee as insureds thereunder, and (ii) the obligation of Seller to cooperate and keep open the liquor facilities of the Hotel shall terminate one hundred eighty (180) days after the Closing Date, or earlier, if Purchaser obtains the New Liquor Permits at an earlier date. At such time after Closing as the Property in a form substantially similar to the agreement attached hereto New Liquor Permits are obtained, Existing Permittee or Seller, as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that applicable, will convey, at no additional costs, all alcoholic beverages may continue to be served at New Permittee by a conveyance document in form reasonably acceptable to Seller and Purchaser and in accordance with the Property pending issuance requirements of the permanent Applicable Laws. Seller and Purchaser shall use good faith efforts to agree on the form of the Interim Liquor LicenseAgreement during the Study Period. To This Section 8.6 shall survive the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that permissible in accordance with the Management Agreement, the Seller and/or shall require the Manager is not able to transfer a Liquor License take all steps reasonably necessary to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate renew the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property2025.

Liquor Licenses. To Purchaser shall have the extent sole responsibility (at Purchaser’s sole cost and expense) for obtaining the transfer of all alcoholic beverage licenses or the issuance of new alcoholic beverage licenses and permits, (the “Liquor Licenses”), issued by the State of Florida’s Division of Alcoholic Beverages & Tobacco (“DABT”). Purchaser, at its cost and expense, shall submit all necessary applications and other materials to the appropriate Governmental Authority and take such other actions to effect the transfer of the Liquor Licenses or issuance of new alcoholic beverage licenses and permits as of the Closing. Seller will cooperate in all reasonable respects in connection with the Liquor Licenses (which shall include, without limitation, timely supplying information in Seller’s possession that is reasonably requested by Xxxxxxxxx and executing documents, in each such instance as may be required to consummate any such transfer). Seller makes no representations or warranties as to whether Purchaser will qualify with DABT for the transfer of the Liquor Licenses or the issuance of new liquor licenses. It is the intent of the parties that all such transfers or issuances of new Liquor Licenses be effective as of Closing. The transfer by Seller of any Liquor Licenses shall be free and clear of all obligations, liens, mortgages and encumbrances of any nature or kind, in accordance with applicable law; provided that such transfer and cooperation of Seller (i) shall not create any potential liability for Seller and (ii) shall be at no cost or expense to Seller. Purchaser agrees to pay all fees, charges, and related costs in connection with the transfer of the Liquor Licenses and for the issuance of the Temporary Liquor Licenses (defined below). Purchaser shall complete, execute, and file with the DABT all necessary applications (a) for transfer of the Liquor Licenses to Purchaser or its designee, and (b) obtain, no later than the Closing Date, temporary liquor licenses in the name of Purchaser or its designee (the “Temporary Liquor Licenses”). Promptly upon or prior to the expiration of the Due Diligence Period, Seller agrees to furnish to Purchaser a Department of Revenue Clearance (Section 13 of DBPR ABT-6002 form), fully executed by an individual on file with DABT authorized to execute on behalf of Seller, for each of the Liquor Licenses, for Purchaser or Purchaser’s designee to obtain DOR’s completion of the Sales Tax portion of Section 5 of the ABT-6002 transfer form for each Liquor License. Should DOR refuse to complete the Sales Tax portion of Section 5 of the ABT-6002 transfer form for the Liquor Licenses due to any outstanding taxes or assessments, or delinquent returns related to Seller’s tax accounts with DOR associated with the operation of the Property, and not due to any reasons associated with Purchaser, Seller shall obtain and provide to Purchaser a Certificate of Compliance from the DOR issued under Subsection 213.758(4)(a)1.a. of the Florida Statutes for Seller’s tax accounts with DOR associated with the operation of the Property, no later than seven (7) days prior to Closing, evidencing the necessary clearance for Purchaser or Purchaser’s designee to obtain DOR’s completion of the Sales Tax portion of Section 5 of the ABT-6002 transfer form for the Liquor Licenses. Three (3) weeks prior to Closing, Seller shall deliver to Purchaser, an Affidavit of Transferor (Section 10 of DBPR ABT-6002 form), fully executed by an individual on file with the DABT authorized to execute on behalf of Seller, for each Liquor License. Notwithstanding anything to the contrary, the issuance of new liquor licenses, the issuance of Temporary Liquor Licenses, or the transfer of the existing Liquor Licenses to Purchaser shall not be a condition to Closing. If upon Closing Purchaser has not obtained the Temporary Liquor Licenses, despite commercially reasonable good faith efforts by Purchaser, then, subject to Applicable Laws, Seller shall (not to include by Seller the expenditure of any money or guaranty of any obligation) cause the holder of the existing liquor license (the “Existing Permittee”) to enter into an interim liquor agreement (an “Interim Liquor Agreement”) or permit required any other such license agreements, management agreements and/or other interim agreements, with Purchaser or Purchaser’s designee as may be reasonably necessary for service the continuation of the sale and consumption of alcoholic beverages at the Property (a “Hotel after the Closing and before such time as Purchaser obtains the Temporary Liquor License”) is issued to Seller; provided, Seller shallhowever, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Purchaser shall indemnify, defend and hold Seller and Existing Permittee harmless from any liability, damages, costs, expenses or claims encountered in connection with obtaining or transferring Liquor License such operations during said period of time, and Purchaser shall procure and pay for the Property shall be borne dram shop liability insurance (in amounts and with deductibles as previously maintained by BuyerSeller) naming Purchaser and Seller and Existing Permittee as insureds thereunder, and (ii) neither the obligation of Seller nor Manager to cooperate and keep open the liquor facilities of the Hotel shall have any obligation terminate one hundred eighty (180) days after the Closing Date, or earlier, if Purchaser obtains the Temporary Liquor License at an earlier date. At such time after Closing as the Temporary Liquor License is obtained, Existing Permittee or Seller, as applicable, will convey, at no additional costs, all alcoholic beverages to transfer an existing liquor permit Purchaser by a conveyance document in form reasonably acceptable to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager Purchaser and in accordance with the requirements of the Applicable Laws. Seller and Purchaser shall have no obligation use good faith efforts to pursue, any agree on the form of the Interim Liquor License for Agreement during the Property prior to Closing if Study Period. This Section 8.6 shall survive the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the PropertyClosing.

Liquor Licenses. To the extent permitted by law, and to the extent that alcoholic beverage licenses (hereafter described) are not currently held by a license Third Party Manager or permit required its Affiliates for service of a Hotel in which such Third Party Manager shall continue to be the Third Party Manager from and after Closing, Owner or its Affiliates shall transfer or cause to be transferred to Purchaser or its designee or manager (“Operator”), at Purchaser’s expense all alcoholic beverages at beverage licenses necessary to operate the Property restaurant, bars and lounges presently located within a Hotel (a “Liquor License”) is issued and, notwithstanding anything to Seller, Seller shallthe contrary herein or elsewhere, to the extent permitted that Applicable Laws prohibit the transfer of any portion of Inventory connected with the same, the transfer of Inventory shall be appropriately limited or not prohibited reduced as necessary to comply with such Applicable Laws without otherwise delaying Closing or reducing the Purchase Price, and such matters shall in no event constitute any breach or default by applicable lawsOwner or any failure of a condition hereunder). Owner and its Affiliates and Purchaser shall cooperate each with the other, rules and each shall execute or regulationscause to be executed such transfer forms, transfer license applications and other documents as may be necessary to effect such Liquor License transfers and/or to Buyer at Closingpermit Operator to obtain new alcoholic beverage licenses. If permitted under the laws of the jurisdiction in which a Liquor License cannot Hotel is located, such parties shall execute or cause to be transferred to Buyer by Seller or otherwise obtained by Buyer executed and file all necessary transfer forms, applications and papers with the appropriate alcoholic beverage authorities prior to the scheduled Closing, to the extent end that the transfer of the existing licenses (and/or such related Inventory) or Operator’s obtaining new licenses shall take effect, if possible, on the Closing Date, simultaneously with Closing. If not so permitted or not prohibited possible, then the parties agree each with the other that they will promptly execute or cause to be executed all transfer forms, applications and other documents required by applicable lawthe liquor authorities in order to effect such transfer or issuance of new licenses at the earliest date in time possible consistent with the laws of the State where the Hotel is located, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim in order that all existing alcoholic beverage management agreement with respect licenses (and/or such related Inventory) may be transferred or new alcoholic beverage licenses issued to the sale of alcoholic beverages Operator at the Property earliest possible time. Purchaser acknowledges that the transfer or issuance to Operator of any alcoholic beverage license is not a condition of Purchaser’s obligation to proceed to Closing. Other than Hotels subject to a Third Party Management Agreement in a form substantially similar which the Third Party Manager possesses alcoholic beverage licenses and permits to keep open the agreement attached hereto as Exhibit J. Seller shall also assist bars and cooperate with Buyer if Buyer elects to apply for an interim/temporary lounges and other liquor license so that alcoholic beverages may continue to be served facilities at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to ManagerHotel, Manager shallif such licenses cannot be obtained by Operator until after Closing, then, to the extent permitted by applicable lawsApplicable Laws, rules Owner covenants and agrees that Owner and its Affiliates shall cooperate reasonably with Operator in keeping open the bars and lounges and other liquor facilities of the Hotels between the Closing and the time when such alcoholic beverage licenses and permits are obtained by Operator, or regulationsa period not to exceed one hundred twenty (120) days following the Closing Date, continue whichever is less, pursuant to hold such a “Liquor License after Closing. To Agreement” in the form attached hereto as Exhibit G (or a modification of such form in a manner reasonably satisfactory to Owner and Purchaser to the extent that Seller and/or Manager is not able to transfer a required by Applicable Law of any applicable jurisdiction), and the Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property Agreement shall be borne guaranteed by BuyerPurchaser (if a permitted assignee, and (iidesignee or other party is the “owner” thereunder) neither Seller nor Manager shall have any obligation by the delivery to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for Owner at Closing of a guaranty from Purchaser in the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.form attached hereto as Exhibit H.

Liquor Licenses. Seller shall transfer or cause to be transferred to Buyer or, at Buyer's discretion, Buyer's nominee (which may include the lessee under the Golf Course Lease), all liquor licenses and alcoholic beverage licenses, if any, necessary to operate the restaurant, bars, snack bars and lounges presently located within the Property, if any. To that end, Seller and Buyer, or Buyer's nominee, shall cooperate each with the extent that a other, and each shall execute such transfer forms, license or permit required for service applications and other documents as may be necessary to effect such transfer. If permitted under the laws of alcoholic beverages at the jurisdiction in which the Property (a “Liquor License”) is issued located, the parties shall execute and file all necessary transfer forms, applications and papers with the appropriate liquor and alcoholic beverage authorities prior to Seller, Seller shallClosing, to the extent permitted or not prohibited by applicable lawsend that the transfer shall take effect, rules or regulationsif possible, transfer such Liquor License to Buyer at on the Closing Date, simultaneously with Closing. If a Liquor License not so permitted, then the parties agree each with the other that they will promptly execute all transfer forms, applications and other documents required by the liquor authorities in order to effect such transfer at the earliest date in time possible consistent with the laws of the State in order that all liquor licenses may be transferred from Seller to Buyer, or Buyer's nominee, at the earliest possible time. If under the laws of the State such licenses cannot be transferred to Buyer by until after the Closing of the transaction contemplated hereby, then Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, covenants and agrees that Seller shall will cooperate with Buyer by enteringBuyer, or causing its Affiliate holding Buyer's nominee, in keeping open the current bars and liquor permit for facilities of the Property to enter into, an interim alcoholic beverage management agreement with respect to between the sale of alcoholic beverages at Closing Date and the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary time when such liquor license so that alcoholic beverages may continue transfers actually become effective (but not to be served at the Property pending issuance exceed 180 days), by exercising management and supervision of the permanent Liquor License. To the extent that a Liquor License is issued to Managersuch facilities until such time under Seller's licenses, Manager shallprovided, to the extent permitted by applicable lawshowever, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, that: (i) all costs incurred by Manager and/or Buyer shall indemnify and hold Seller harmless from any costs, liability, damages or claims encountered in connection with obtaining such operations during said period of time, except for Seller's gross negligence or transferring Liquor License for the Property shall be borne by Buyer, willful misconduct and (ii) neither Seller nor Manager Tarpon Xxxxx Restaurant Corporation shall have any obligation to transfer be named as an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertyadditional insured on Buyer's insurance policy.

Liquor Licenses. Seller shall transfer or cause to be transferred to Buyer or, at Buyer's discretion, Buyer's nominee (which may include the lessee under the Gold Course Lease), all liquor licenses and alcoholic beverage licenses, if any, necessary to operate the restaurant, bars, snack bars, and lounges presently located within the Property, if any. To that end, Seller and Buyer, or Buyer's nominee, shall cooperate each with the extent that a other, and each shall execute such transfer forms, license or permit required for service applications and other documents as may be necessary to effect such transfer. If permitted under the laws of alcoholic beverages at the jurisdiction in which the Property (a “Liquor License”) is issued located, the parties shall execute and file all necessary transfer forms, applications and papers with the appropriate liquor and alcoholic beverage authorities prior to Seller, Seller shallClosing, to the extent permitted or not prohibited by applicable lawsend that the transfer shall take effect, rules or regulationsif possible, transfer such Liquor License to Buyer at on the Closing Date, simultaneously with Closing. If a Liquor License not so permitted, then the parties agree each with the other that they will promptly execute all transfer forms, applications and other documents required by the liquor authorities in order to effect such transfer at the earliest date in time possible consistent with the laws of the State in order that all liquor licenses may be transferred from Seller to Buyer, or Buyer's nominee, at the earliest possible time. If under the laws of the State such licenses cannot be transferred to Buyer by until after the Closing of the transaction contemplated hereby, then Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, covenants and agrees that Seller shall will cooperate with Buyer by enteringBuyer, or causing its Affiliate holding Buyer's nominee, in keeping open the current bars and liquor permit for facilities of the Property to enter into, an interim alcoholic beverage management agreement with respect to between the sale of alcoholic beverages at Closing Date and the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary time when such liquor license so transfers actually become effective, by exercising management and supervision of such facilities until such time under Seller's licenses, provided, however, that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to ManagerBuyer shall indemnify and hold Seller harmless from any liability, Manager shall, to the extent permitted by applicable laws, rules damages or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller claims encountered in connection with obtaining such operations during said period time, except for Seller's gross negligence or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertywillful misconduct.

Liquor Licenses. To With respect to any Liquor Licenses held by any of Sellers, liquor assets or liquor or other alcoholic beverage inventory conveyed hereunder, Buyer and Sellers shall comply with all applicable Laws. As soon as practicable (but in no event later than eighteen (18) days) after Buyer’s receipt of an Order from the extent Bankruptcy Court approving Section 10.4 of this Agreement, Buyer agrees to complete and file the liquor license transfer applications with the applicable Governmental Entity. The parties hereto shall cooperate in executing and delivering any documentation necessary to effect the liquor license transfer applications. The parties hereto acknowledge and agree that a license or permit required the Liquor Licenses for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot each Restaurant shall be transferred upon the approval of the applicable Governmental Entity (but no earlier than as of the Closing Date). If, as of the Closing Date, Buyer has not been able to Buyer by Seller or otherwise obtained by Buyer prior to obtain a liquor license from the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement Governmental Entity with respect to the sale of alcoholic beverages at the Property in a form substantially similar Restaurant, subject to the agreement attached hereto as Exhibit J. Seller terms and conditions of this Agreement, the Closing shall also assist occur with respect to such Restaurant and cooperate with Buyer if Buyer elects there shall be no adjustment to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to ManagerPurchase Price, Manager shalland, to the extent permitted by applicable lawsLaw, rules the parties shall enter into a mutually acceptable liquor license management agreement or regulations, continue such other mutually acceptable agreement for such Restaurant such that Buyer can legally sell alcoholic beverages at such Restaurant and participate in the profits generated from such sales from and after the Closing Date pursuant to hold such management agreement or such other arrangement (a “Replacement Liquor License”). Any such Replacement Liquor License after Closingshall be for an initial period of three (3) months with one ninety (90) day extension so long as Buyer is diligently attempting to obtain such liquor license as reasonably determined by Sellers. To If the extent that Seller and/or Manager is not able applicable Governmental Entity fails to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate approve the issuance or transfer of any Liquor Licenses before the Liquor License. The foregoing provisions expiration of this Section 8.9 notwithstandingsuch period of time, then, except as otherwise agreed to by the parties hereto in writing, the failure shall not (i) all costs incurred constitute a default by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by BuyerSellers of this Agreement, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closingaffect or impair the terms or conditions of this Agreement, and or (iii) provide Buyer shall not obtainwith any rights or remedies to rescind, and Seller and Manager shall have no obligation to pursue, any Liquor License for cancel or modify this Agreement or the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Propertytransactions contemplated hereby.