No Group. The Company acknowledges that, to the Company’s knowledge, each Holder is acting independently in connection with this Agreement and the transactions contemplated hereby, and is not acting as part of a “group” as such term is defined under Section 13(d) of the Securities Act and the rules and regulations promulgated thereunder.

Partnership Group. “Partnership Group” shall mean the Company, the Partnership, and all direct and indirect subsidiaries of the Company and the Partnership.

Aggregation Group. An "Aggregation Group" shall mean each plan of the Company or of an Affiliated Company in which a Key Employee is a participant, and each plan of the Company or of an Affiliated Company that enables the plan(s) containing a Key Employee to meet the antidiscrimination requirements of Code [Sections 401(a)(4) or 410]0], including terminating or terminated plans maintained within the last five years ending on the Determination Date that would, but for such plan termination, be part of the Aggregation Group. The Company can elect to include in the Aggregation Group any plan not otherwise required to be included, if such group, after such election, would continue to meet the antidiscrimination requirements of Code [Sections 401(a)(4) and 410]0]; provided, however, that any such plan will not be otherwise deemed a Top-heavy Plan by reason of such election.

Group, Inc. maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by Group, Inc.’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Group, Inc.’s internal control over financial reporting is effective and Group, Inc. is not aware of any material weaknesses in its internal control over financial reporting;

Group Services. Manager may cause to be furnished to the Premises certain services (“Group Services”) which are furnished generally on a central or regional basis to other hotels or other properties managed by Manager and which benefit the Hotel. Manager shall assure that the costs and expenses incurred in providing Group Services to the Premises shall have been allocated to the Premises on a pro-rata basis consistent with the method of allocation agreed to in writing by Lessee to all of Manager’s hotels or other properties receiving the same services, shall be incurred at a cost consistent with the Annual Operating Budget and shall constitute Deductions subject to audit of the amount so allocated to the Hotel. All Group Services provided by Manager shall be at the actual costs (without mark up fee or profit to Manager, but including salary and employee benefit costs and costs of equipment used in performing such services and overhead costs, and taking into account any rebate, give-up or participation in any reciprocal business arrangement with Manager) of Group Services for the benefit of all of Manager’s hotels receiving the same services, and shall be of a quality and at a price comparable or better to which Manager could obtain from other providers for similar services.

Working Group. The Parties will establish a manufacturing working group (the “Manufacturing Working Group”) to oversee matters relating to the Manufacture of the Product. The Manufacturing Working Group will report to the JDC for Development-related Manufacturing matters and will report to the JCC for Commercialization-related Manufacturing matters. The Manufacturing Working Group’s responsibilities will include: # developing plans to transfer Manufacturing-related Know-How between the Parties as needed to facilitate the Manufacture of the Product; # establishing standards applicable to each Party’s Manufacturing activities and reviewing each Party’s performance against such standards; conducting technical reviews, and # sharing planning and budgeting information with the JDC and JCC.

Aggregation Group. Aggregation group means a grouping of this Plan and:

ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of the Domestic Borrower under Title IV of ERISA in an aggregate amount in excess of the Threshold Amount, or # the Domestic Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under [Section 4201] of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: # during the five-year period prior to the date on which this representation is made or deemed made, # no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan; # no termination of a Single Employer Plan has occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC has arisen; # there has been no failure to meet the minimum funding standards (within the meaning of [Sections 412 or 430]0] of the Code or [Section 302] of ERISA) with respect to any Single Employer Plan; and # there has been no filing pursuant to Section 412(c) of the Code or [Section 302(c)] of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, no failure to make, by its due date, a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; # the Company, each of its Significant Subsidiaries and each Commonly Controlled Entity is in compliance in all respects with the applicable provisions of ERISA and the Code relating to Plans; # the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or [Section 303(i)(4)] of ERISA); # neither the Company nor any Commonly Controlled Entity has received from the PBGC or a plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under [Section 4042] of ERISA; # neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in any liability under [Section 4201] of ERISA; # neither the Company nor any Commonly Controlled Entity has received any notice of a determination that a Multiemployer Plan is Insolvent or in “endangered” or “critical” status (within the meaning of Section 432(b) of the Code or [Section 305(b)] of ERISA); and # with respect to each Foreign Plan, there has been no failure # to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; # to register, or loss of good standing, with applicable regulatory authorities of any such Foreign Plan required to be registered; or # of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.

ERISA. At any time engage in a transaction which would be subject to [Section 4069 or 4212(c)])] of ERISA, or permit any Plan to # engage in any non-exempt “prohibited transaction” (as defined in Section 4975 of the Code); # fail to comply with ERISA or any other applicable Laws; or # incur any material “accumulated funding deficiency” (as defined in [Section 302] of ERISA), which, with respect to each event listed above, would reasonably be expected to have a Material Adverse Effect.