Epstein Secrets

he interest of each Member in the Company shall be an "uncertificated security" governed by Article 8 of the Delaware UCC and the UCC as enacted in the State of New York (the "New York UCC"), including, without limitation, (i) for purposes of the definition of a "security" thereunder, the interest of each Member in t

anagement Committee, and the BRG Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which a BRG Trigger Event shall have occurred and (ii) Starwood shall lose its right to have Representatives on the Management Committee, and the Starwood Representatives on

ontrolled by BSS. "Business Day" shall mean any day that is not Saturday, Sunday or a day on which banks are required or permitted to be closed in the State of New York. "Capital Account" shall have the meaning provided in Section 5.6. "Capital Contribution" shall mean, with respect to any Member, the aggregate am

ate on which the Company terminates the BRG Key Individual's employment with the Company without Clang(' and which termination is not preceded by a BRG Trigger Event, (vi) the date on which the BRG Key Individual terminates his employment with the Company for Good Reason and which termination is not preceded by

sets. 10. General. (a) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York applicable to contracts executed and to be performed entirely within said State. (b) Construction and Sever ability. If any provision of this Agree

of a Change of Control (as defined below). A Change of Control shall mean the occurrence of any of the following events: (i) other than following a BRG Trigger Event, the acquisition by the Company, the Starwood Member or any subsidiary or affiliate of either the Company or the Starwood Member of the interests in