EXHIBIT W Clause Samples

EXHIBIT W. 10.2 contains a correct and complete list of all (i) Owned Registered IP Rights and, to Sellers’ Knowledge, (ii) non-registered Owned IP Rights that are material for the conduct of the Business (including, in particular, all rights in know-how, technical drawings and proprietary software pertaining to the Business), setting out for each Owned IP Right at least the legal and commercial owner(s), type and subject matter, and, if applicable, the territory for which it is registered or applied for, the registration or applications numbers, and the formal registrant(s).

EXHIBIT W. 10.5 contains, except with regard to any off-the-shelf software and Open Source Software, as of the Signing Date, a correct and complete list of all Licensed IP Rights, setting out for each Licensed IP Right at least (i) the type and subject matter of the Licensed IP Right, (ii) the parties (name and address), date and term of the agreement constituting or providing for the Licensed IP Right and, if applicable, (iii) the territory or other restrictions which apply to the Licensed IP Right.

EXHIBIT W. 14.1 contains a correct and complete list, as of the relevant date set forth in the Exhibit, of the employees of each Target Group Company (together the “Employees”), setting out for each individual on an anonymous basis the employer, department, position, start of employment, year of birth, part time arrangements, notice periods for termination, fixed term (if any), special protection from dismissal, indication on whether the employment has been terminated with the notice period still running, annual gross base salary, performance-related and other material benefits (including performance, transaction and retention bonuses, stock options, profit participation rights, company cars to the extent not included in the budget of the Target Group) as well as post-contractual non-compete covenants and contractual severance claims.

EXHIBIT W. 16.1 contains a complete and correct list of all public grants (Zuschüsse), allowances (Zulagen), subsidies (Subventionen), investment grants (Investitionszuschüsse) and other public aids to any Target Group Company, (i) that have been granted in the last three (3) years, and (ii) under which, including the obligations under any ancillary provisions in the respective orders or agreements thereto, any of the Target Group Companies still has any obligations, or (iii) with regard to which an application is still pending (the public aids applied for as set forth in no. (iii) together the “Applied Subsidies”; the Applied Subsidies after having been granted to the respective applicant and the public aids set forth in no. (i) and (ii) together the “Subsidies”).

EXHIBIT W. SELLERS' CERTIFICATE -------------------- EXHIBIT X-1 LETTER TO TENANTS OF PENNSYLVANIA PROPERTIES -------------------------------------------- EXHIBIT X-2 LETTER TO TENANTS OF VIRGINIA PROPERTIES ---------------------------------------- EXHIBIT Y NON-COMPETE AGREEMENTS ----------------------

EXHIBIT W. 13.1 contains a correct and complete list as of the Signing Date of all of the following agreements pertaining to the Business that involve at least one party other than a Target Group Company and under which either party or both parties have not yet completely fulfilled their primary contractual obligations (Hauptleistungspflichten) (the “Material Agreements”), setting out for each Material Agreement the type of agreement, the parties (name and address), date, term and any ancillary agreements, amendments and side letters:

EXHIBIT W. Form of Owner’s Affidavit Title Proforma PROPERTY NAME: SAN DIEGO MARRIOTT LA JOLLA

EXHIBIT W. 14.8 contains a correct and complete list by jurisdiction of all pension commitments (including retirement, widows’, dependents’ and disability pensions), early or partial retirement schemes and other employee benefit plans (whether subject to ERISA or not, whether oral or written, whether fully insured or self-insured, whether qualified or nonqualified, whether funded or unfunded, on a defined benefit or defined contribution basis, or otherwise) relating to retirement, early retirement, nonqualified retirement, deferred compensation, severance, change in control, termination, redundancy, retention, equity based, bonus, incentive compensation, commission, death, disability, post-retirement health and welfare medical benefits or anniversary payments, under which any Target Group Company or any ERISA Affiliate has any obligations (such commitments and plans together the “Employee Benefit Plans”). In Germany, no old-age part-time scheme (Altersteilzeit) exists.

EXHIBIT W. 14.2 contains a correct and complete list, as of the date set forth therein, of all employees, managing directors and officers (Geschäftsführer / Mitglied eines Geschäftsführungsorgans) of any of the Target Group Companies with a gross annual target salary (including base salary and target bonus) in excess of EUR 75.000 (together the “Key Employees”). None of the Key Employees have (i) announced in writing, given or received notice of termination or (ii) announced in writing, made, requested or received an offer to enter, or entered, into any amendment or termination agreement with the relevant Target Group Company.