Common use of Working Capital Shortfall Clause in Contracts

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition 800 Canal Member Preamble 800 Canal Member Initial Contribution Section 6.1 800 Canal Member Law Firm Section 18.2 800 Canal Member Parties Section 18.2 Acceptance Notice Section 10.3(b) Act Recital A Agreement Preamble Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.4(a) Approved Annual Budget Section 9.2(a)(iv) Approved Contracts Section 9.2(a)(vi) Asset Management Fee Section 9.2(c) ATC Section 9.8 Audited Financial Request Section 12.3(a) Business Section 4 Buy-Sell Notice Section 10.4(a) Buying Member Section 10.5 Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Claims Section 9.13(b) Closing Date Section 10.4(a) Closing Transactions Section 5.8(a) Company Recital A Contributing Members Section 6.3(b) Contribution Agreement Recital D Cost Overrun Demand Section 6.3(a) CSDC Ground Lessor Recital C CSDC Leasehold Estate Recital C CSDC Land Recital C CW Initial Contribution Section 6.1 CWI Member Preamble CWI Member Law Firm Section 18.3 CWI Member Parties Section 18.3 CWI Member Purchase Default Section 9.1(a) CWI Scope Change Section 6.2(b) Debt Section 9.4(c)(vii) Deficiency Amount Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.4(a) Dilution Multiplier Section 6.3(b) Discussion Period Section 9.10(a)(i) Term Section Reference for Definition Effective Date Preamble Exchange Act Section 5.7 Forecast Budget Section 9.2(a)(iv) Guarantee Obligation Section 9.9(b) Guarantor Section 9.4(c)(x) Guaranty Triggering Event Section 9.9(a) HCI Architect Section 9.5 Historic and Tax Credit Requirements Section 6.6 Hotel Management Agreement Recital E HRI Lodging Recital E Hyatt Section 1.42 Impasse Section 9.4(b) Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Budget Section 9.2(a)(iv) Initial Capital Contributions Section 6.1 Leasehold Estate Recital C Liquor Licenses Section 9.8 LiquorCo Section 9.8 Losses Section 9.13(b) Member Decisions Section 9.4(a) Managing Parties Section 9.13(a) Mandatory Capital Contribution Section 6.3(a) Member Decisions Section 9.4(a) Member Loan Section 6.3(a) Membership Interest Certificate Section 10.10(b) Mercier Ground Lessor Recital C Mercier Land Recital C Mercier Leasehold Estate Recital C New Opportunity Section 20.1 Non-Contributing Member Section 6.3(b) Offer Section 10.3(a) Offered Interest Section 10.3(a)(i) Offered Member Section 10.3(a) Offered Price Section 10.3(b) Offering Member Section 10.4(a) Operating Lease Recital E Operator Section 9.5 Overpaying Guarantor Section 9.9(c) Owner Section 9.5 Prop Loan Guaranty Section 9.9(a) Prop Loan Guaranty Payment Section 9.9 (a) Proportionate Share of Liability Section 9.9(b) REIT Section 5.5 ROFO Sale Notice Section 10.5 Term Section Reference for Definition RTA Application Section 6.7 Related Parties Section 9.13(b) Renovation Budget Section 6.2 Required Amount Section 6.3(a) Responding Member Section 10.4(a) Responding Member’s Purchase Price Section 10.4(a) Response Notice Section 10.4(a) Restricted Activity Period Section 20.1 Sale Member Section 10.5 Sale Notice Section 10.3(a) Securities Act Section 5.7 Selling Member Section 10.3(a) SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4 UCC Section 10.10(a) Wyndham Section 5.8(a) Wyndham Franchise Agreement Section 5.8(a)

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition 800 Canal Member Preamble 800 Canal Member Initial Contribution ABC Section 6.1 800 Canal Member Law Firm Section 18.2 800 Canal Member Parties Section 18.2 9.9 Acceptance Notice Section 10.3(b) Act Recital A Recitals Act of Sale/Finance Section 9.5(a)(i) Additional Interest Purchase Price Section 6.6 Affiliate Agreement Section 9.3(d) Agreement Preamble Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.4(a10.4(a)(iii) Approved Annual Budget Section 9.2(a)(iv9.3(a)(v) Approved Contracts Section 9.2(a)(vi9.3(a)(vii) Asset Management Fee Section 9.2(c) ATC Section 9.8 Articles of Organization Recitals Audited Financial Request Section 12.3(a) Term Section Reference for Definition Beach Bank Section 6.2(b) Book Value Section 1.6 Business Section 4 Buy-Sell Notice Section 10.4(a10.4(a)(iii) Buying Member Section 10.5 Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Claims Section 9.13(b9.16(c) Closing Date Section 10.4(a) Closing Transactions Section 5.8(a10.4(a)(iii) Company Recital A Recitals Contributing Members Section 6.3(b) Contribution Agreement Recital D Cost Overrun Demand Section 6.3(a6.1 CW Election Period (Hotel Maya) CSDC Ground Lessor Recital C CSDC Leasehold Estate Recital C CSDC Land Recital C Section 10.4(a)(i) CW Election Period (Residence Inn) Section 10.4(b)(i) CW Initial Contribution Section 6.1 CWI CW Member Preamble CWI CW Member Law Firm Section 18.3 CWI CW Member Parties Section 18.3 CWI CW Member Purchase Default Section 9.1(a) CWI Scope Change Section 6.2(b) Debt Section 9.4(c)(vii9.1(b) Deficiency Amount Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.4(a) Dilution Multiplier Section 6.3(b10.4(a)(iii) Discussion Period Section 9.10(a)(i9.13(a)(i) Term DoubleTree Recitals DoubleTree Franchise Agreement Recitals DoubleTree PIP Section Reference for Definition 9.12(a)(ii) Effective Date Preamble EHP Recitals Ensemble Member Preamble Ensemble Member Law Firm Section 18.2 Ensemble Member Parties Section 18.2 Ensemble Member Purchase Default Section 9.2(b) Exchange Act Section 5.7 Forecast Budget Section 9.2(a)(iv9.3(a)(iv) Ground Lessor Recitals Guarantee Obligation Section 9.9(b9.11(c) Guarantor Hotel Maya Recitals Hotel Maya ROFO Section 9.4(c)(x10.4(a)(ii) Guaranty Triggering Event Section 9.9(a) HCI Architect Section 9.5 Historic and Tax Credit Requirements Section 6.6 Hotel Management Agreement Recital E HRI Lodging Recital E Hyatt Section 1.42 Impasse Section 9.4(b10.4(a)(i) Indemnitee Section 9.13(c9.16(e) Indemnitor Section 9.13(c9.16(e) Indemnity Obligations Section 9.13(b9.16(c) Initial Budget Section 9.2(a)(iv9.3(a)(iv) Initial Capital Contributions Section 6.1 Leasehold Estate Recital C LBH Holdco Recitals Liquor Licenses Section 9.8 9.9 LiquorCo Section 9.8 9.9 Lock-Out Period Section 10.4(a)(i) Term Section Reference for Definition Losses Section 9.13(b9.16(c) Member Major Decisions Section 9.4(a) Managing Parties Section 9.13(a9.16(a) Mandatory Capital Contribution Section 6.3(a) Member Decisions Marina Project Section 9.4(a) Member Loan Section 6.3(a) Membership Interest Certificate Section 10.10(b) Mercier Ground Lessor Recital C Mercier Land Recital C Mercier Leasehold Estate Recital C New Opportunity Section 20.1 Non-Contributing Member Section 6.3(b) Offer Section 10.3(a) Offered Interest Section 10.3(a)(i) Offered Member Section 10.3(a) Offered Price Section 10.3(b) Offering Member Section 10.4(a) Operating Lease Recital E Operator Section 9.5 Overpaying Guarantor Section 9.9(c) Owner Section 9.5 Prop Loan Guaranty Section 9.9(a) Prop Loan Guaranty Payment Section 9.9 (a) Proportionate Share of Liability Section 9.9(b) REIT Section 5.5 ROFO Sale Notice Section 10.5 Term Section Reference for Definition RTA Application Section 6.7 Related Parties Section 9.13(b) Renovation Budget Section 6.2 Required Amount Section 6.3(a) Responding Member Section 10.4(a) Responding Member’s Purchase Price Section 10.4(a) Response Notice Section 10.4(a) Restricted Activity Period Section 20.1 Sale Member Section 10.5 Sale Notice Section 10.3(a) Securities Act Section 5.7 Selling Member Section 10.3(a) SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4 UCC Section 10.10(a) Wyndham Section 5.8(a) Wyndham Franchise Agreement Section 5.8(a)9.10

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses of the TRS SUB, the Hotel and the Company pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Annual Company Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term ABC Section Reference for Definition 800 Canal Member Preamble 800 Canal Member Initial Contribution Section 6.1 800 Canal Member Law Firm Section 18.2 800 Canal Member Parties Section 18.2 Acceptance Notice Section 10.3(b) 9.8 Act Recital A Agreement Preamble Applicable Adjustment Percentage Section 6.3(b6.3(c) Applicable Price Section 10.4(a10.5(a) Approved Annual Company Budget Section 9.2(a)(iv) Approved Contracts Section 9.2(a)(vi) Asset Management Fee Section 9.2(c) ATC Section 9.8 Audited Financial Request Section 12.3(a) Base Year Liability Section 8.1(b)(i) Business Section 4 Buy/Sell Deposit Section 10.5(a) Buy-Sell Notice Section 10.4(a10.5(a) Buying Member Section 10.5 10.4(b) Buyout Default Section 10.4(b) Buyout Deposit Section 10.4(b) Buyout PSA Section 10.4(b) Capital Account Section 7.1(a) CapEx Cash Notice Section 6.3(a6.3(b) Certificate Recital A Claims Section 9.13(b) Closing Date Section 10.4(a) Closing Transactions Section 5.8(a10.5(a) Company Recital A Company Budget Section 9.2(a)(iv) Company Guaranties Section 9.13 Company Guarantor Section 9.13 Contributing Members Section 6.3(b6.3(c) Contribution Agreement Recital D Cost Overrun Demand Section 6.3(a) CSDC Ground Lessor Recital C CSDC Leasehold Estate Recital C CSDC Land Recital C CW CWI Preamble CWI Initial Contribution Section 6.1 CWI Member Preamble CWI Member Law Firm Section 18.3 18.2 CWI Member Parties Section 18.3 18.2 CWI Member Priority Yield Section 8.1(b)(ii) CWI Purchase Default Section 9.1(a) CWI Scope Change Section 6.2(b) Debt Section 9.4(c)(vii) Deficiency Amount Section 6.3(b6.3(c) Deficit Loan Section 6.3(c) Deposit Section 10.4(a6.3(d) Dilution Multiplier Section 6.3(b6.3(c) Discussion Period Section 9.10(a)(i) Term Section Reference for Definition Effective Date Preamble Exchange Act Section 5.7 Forecast Budget Exclusivity Period Section 9.2(a)(iv) Guarantee Obligation 20.3 FHR Preamble FHR Initial Contribution Section 9.9(b) Guarantor 6.1 FHR Law Firm Section 9.4(c)(x) Guaranty Triggering Event 18.3 FHR Parties Section 9.9(a) HCI Architect 18.3 Golf Club Acquisition Section 9.5 Historic and Tax Credit Requirements Section 6.6 Hotel Management Agreement Recital E HRI Lodging Recital E Hyatt Section 1.42 Impasse Section 9.4(b) 20.3 Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Budget Section 9.2(a)(iv9.11(b) Initial Capital Contributions Section 6.1 Leasehold Estate Recital C Liquor Licenses Section 9.8 LiquorCo Section 9.8 Losses Section 9.13(b) Member Decisions Section 9.4(a) Managing Parties Section 9.13(a9.11(a) Mandatory Capital Contribution Contribution(s) Section 6.3(a) Mandatory Cash Notice Section 6.3(a) Member Decisions Section 9.4(a) Member Loan Section 6.3(a) Membership Interest Certificate Section 10.10(b) Mercier Ground Lessor Recital C Mercier Land Recital C Mercier Leasehold Estate Recital C New Opportunity Section 20.1 Non-Contributing Member Section 6.3(b) Offer Section 10.3(a) Offered Interest Section 10.3(a)(i) Offered Member Section 10.3(a) Offered Price Section 10.3(b6.3(c) Offering Member Section 10.4(a10.5(a) Operating Lease Recital E C Operator Section 9.5 Overpaying Guarantor Section 9.9(c) Owner Section 9.5 Prop Loan Guaranty Section 9.9(a) Prop Loan Guaranty Payment Section 9.9 (a) Proportionate Share of Liability Section 9.9(b) Purchase Agreement Recital B REIT Section 5.5 ROFO Sale Notice Section 10.5 Term Section Reference for Definition RTA Application Section 6.7 Related Parties Section 9.13(b) Renovation Budget Section 6.2 Required Amount Section 6.3(a) Responding Member Section 10.4(a10.5(a) Responding Member’s Purchase Price Section 10.4(a10.5(a) Response Notice Section 10.4(a10.5(a) Restricted Activity Period ROFO Closing Date Section 20.1 10.4(b) ROFO Sale Notice Section 10.4(b) Sale Member Section 10.5 Sale Notice Section 10.3(a10.4(b) Securities Act Section 5.7 Selling Member Section 10.3(a) Seller Recital B SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4 UCC Section 10.10(a) Wyndham Section 5.8(a) Wyndham Franchise Agreement Section 5.8(a12.4(a)

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Act Recital A Adjusted Dilution Multiplier Section Reference for Definition 800 Canal Member 6.3(b) Agreement AM Commitment Amount AM Initial Contribution Preamble 800 Canal Member Initial Section 6.1 Section 6.1 AM Mandatory Capital Contribution Section 6.1 800 Canal Member Law Firm Section 18.2 800 Canal Member Parties Section 18.2 Acceptance Notice Section 10.3(b) Act Recital A Agreement Preamble Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.4(a10.3(a) Approved Appraised Value Section 10.4(d)(i) Annual LLC Budget Section 9.2(a)(iv9.2(c) Approved Contracts Section 9.2(a)(vi9.2(a)(v) AREP Section 10.4(a) Asset Management Fee Section 9.2(c) ATC Section 9.8 9.6 Audited Financial Request Section 12.3(a) Business Section 4 Buy-Sell Notice Section 10.4(a10.3(a) Buying Member Section 10.5 Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Claims Section 9.13(b) Closing Date Section 10.4(a) Closing Transactions Section 5.8(a10.3(a) Company Recital A Contributing Members Section 6.3(b) Contribution Agreement Recital D Cost Overrun Demand Section 6.3(a) CSDC Ground Lessor Recital C CSDC Leasehold Estate Recital C CSDC Land Recital C CW CWI Preamble CWI Initial Contribution Section 6.1 CWI Member Preamble CWI Member Law Firm Section 18.3 CWI Member Parties Section 18.3 CWI Member Purchase Default Section 9.1(a) CWI Scope Change Section 6.2(b) Preferred Return Debt Section 9.4(c)(vii) Deficiency Amount Section 8.1(b)(iii) Section 9.15(g) Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.4(a) Dilution Multiplier Section 6.3(b10.3(a) Discussion Period Section 9.10(a)(i9.11(b)(i) Term Section Reference for Definition Effective Date Preamble Exchange Act Section 5.7 Forecast Budget GDR Section 9.2(a)(iv) Guarantee Obligation Section 9.9(b) 9.10 Guarantor Section 9.4(c)(x) Guaranty Triggering Event Section 9.9(a) HCI Architect Section 9.5 Historic and Tax Credit Requirements Section 6.6 Hotel Management Agreement Recital E HRI Lodging Recital E Hyatt Section 1.42 Impasse Section 9.4(b9.15(j) Section 9.4(c) Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Budget Section 9.2(a)(iv) Initial Capital Contributions Section 6.1 Leasehold Estate Recital C Initial LLC Budget Section 9.2(c) Liquor Licenses Section 9.8 9.10 LiquorCo Section 9.8 Losses 9.10 Loan Cost Request Section 9.13(b6.3(b) Member Major Decisions Section 9.4(a9.4(b) Managing Parties Section 9.13(a) Mandatory Capital Contribution Section 6.3(a) Marcus Interest Section 10.4(a) Member Decisions Section 9.4(a) Preamble Member Loan Section 6.3(a) Membership Interest Certificate Section 10.10(b) Mercier Ground Lessor Recital C Mercier Land Recital C Mercier Leasehold Estate Recital C New Opportunity Section 20.1 Non-Contributing Member Operating Lease Section 6.3(b) Offer Section 10.3(a) Offered Interest Section 10.3(a)(i) Offered Member Section 10.3(a) Offered Price Section 10.3(b) Offering Member Section 10.4(a) Operating Lease Recital E D Operator Section 9.5 Overpaying Guarantor Section 9.9(c) Owner Pre-Closing Liabilities Cap Project Management Agreement Project Management Fee Section 9.5 Prop Loan Guaranty Section 9.9(a) Prop Loan Guaranty Payment Section 9.9 (a) Proportionate Share of Liability Section 9.9(b) REIT Section 5.5 ROFO Sale Notice Section 10.5 Term Section Reference for Definition RTA Application Section 6.7 Related Parties Section 9.13(b) Renovation Budget Section 6.2 Required Amount 9.7 Section 6.3(a) Responding Member Section 10.4(a) Responding Member’s Purchase Price Section 10.4(a) Response Notice Section 10.4(a) Restricted Activity Period Section 20.1 Sale Member Section 10.5 Sale Notice Section 10.3(a) Securities Act Section 5.7 Selling Member Section 10.3(a) SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4 UCC Section 10.10(a) Wyndham Section 5.8(a) Wyndham Franchise Agreement Section 5.8(a)9.7

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the Initial 2012 Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term 2012 Budget Section Reference for Definition 800 Canal Member Preamble 800 Canal Member Initial Contribution Section 6.1 800 Canal Member Law Firm Section 18.2 800 Canal Member Parties Section 18.2 9.2(a)(iv) Acceptance Notice Section 10.3(b) Act Recital A Agreement Preamble Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.4(a) Approved Annual Budget Section 9.2(a)(iv) Approved Contracts Section 9.2(a)(vi) Asset Management Fee Section 9.2(c) ATC Section 9.8 Audited Financial Request Section 12.3(a) Business Section 4 Buy-Sell Notice Section 10.4(a) Buying Member Section 10.5 Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Claims Section 9.13(b) Closing Date Section 10.4(a) Closing Transactions Section 5.8(a) Company Recital A Contributing Members Section 6.3(b) Contribution Agreement Recital D Cost Overrun Demand Section 6.3(a6.4(a) CSDC Ground Lessor Recital C CSDC Leasehold Estate Recital C CSDC Land Recital C Cost Overrun Loan Section 6.4(a) CW Initial Contribution Section 6.1 CWI Member Preamble CWI Member Law Firm Section 18.3 CWI Member Parties Section 18.3 CWI Member Purchase Default Section 9.1(a) CWI Scope Change Section 6.2(b6.4(b) Debt Section 9.4(c)(vii) Deficiency Amount Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.4(a) Dilution Multiplier Section 6.3(b) Discussion Period Section 9.10(a)(i) Term Section Reference for Definition Effective Date Preamble EFL Cost Overrun Payment Section 6.4(a) EFL Member Preamble EFL Member Initial Contribution Section 6.1 EFL Member Law Firm Section 18.2 EFL Member Parties Section 18.2 Exchange Act Section 5.7 Forecast Budget Section 9.2(a)(iv) Guarantee Obligation Section 9.9(b) Guarantor Section 9.4(c)(x) Guaranty Triggering Event Section 9.9(a) HCI Architect Hilton Section 9.5 Historic and Tax Credit Requirements Section 6.6 1.42 Hotel Management Agreement Recital E HRI Lodging Recital E Hyatt Section 1.42 Impasse Section 9.4(b) Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Budget Section 9.2(a)(iv) Initial Capital Contributions Section 6.1 Leasehold Estate Recital C Liquor Licenses Section 9.8 LiquorCo Section 9.8 Losses Section 9.13(b) Member Decisions Section 9.4(a) Managing Parties Section 9.13(a) Mandatory Capital Contribution Section 6.3(a) Member Decisions Section 9.4(a) Member Loan Section 6.3(a) Membership Interest Certificate Section 10.10(b) Mercier Ground Lessor Recital C Mercier Land Recital C Mercier Leasehold Estate Recital C New Opportunity Section 20.1 Non-Contributing Member Section 6.3(b) Offer Section 10.3(a) Offered Interest Section 10.3(a)(i) Offered Member Section 10.3(a) Offered Price Section 10.3(b) Offering Member Section 10.4(a) Operating Lease Recital E Operator Section 9.5 Overpaying Guarantor Section 9.9(c) Owner Section 9.5 Prop Loan Guaranty PIP Budget Section 9.9(a) Prop Loan Guaranty Payment Section 9.9 (a) 6.2 Proportionate Share of Liability Section 9.9(b) REIT Section 5.5 ROFO Sale Notice Section 10.5 Term Section Reference for Definition RTA Application Section 6.7 Related Parties Section 9.13(b) Renovation Budget Section 6.2 Required Amount Section 6.3(a) Responding Member Section 10.4(a) Responding Member’s Purchase Price Section 10.4(a) Response Notice Section 10.4(a) Restricted Activity Period Section 20.1 Sale Member Section 10.5 Sale Notice Section 10.3(a) Securities Act Section 5.7 Selling Member Section 10.3(a) SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4 UCC Section 10.10(a) Wyndham Section 5.8(a) Wyndham Franchise Agreement Section 5.8(a)