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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
csimile: with a copy to: Muchnick, Golieb & Golieb, P.C. Attorneys at Law 200 Park Avenue South Suite 1700 New York, New York 10003 Attention: Howard M. Muchnick, Esq. Facsimile: and to: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Andrew L Sommer Facsimile: (b) Each s
7738.2 EFTA_R1_00007681 EFTA01733603 SOF U.S. Restaurant - 2 - November 1, 2013 Co-Invest Holdings, L.L.C. Starwood Member's assertion that a BRG Trigger Event has occurred is therefore incorrect, and Starwood Member has no authority to remove the BRG Representatives from the Management Committee or to exe
FedEx and e-mail) Scott Berger, Esq. (by FedEx and e-mail) Andrew L. Sommer, Esq. (by FedEx and e-mail) Reed S. Oslan, Esq. (by FedEx and e-mail) Howard M. Muchnick, Esq. (by FedEx and e-mail) 2877738.2 E FTA_R1_00007682 EFTA01733604
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
ick, Golieb 8c Golieb, P.C. Attorneys at Law -8- EFTA_E1_01972350 EFTA02677524 200 Park Avenue South Suite 1700 New York, New York Attention: Howard M. Muchnick, Esq. and to: Debevoise & Plimpton LU' 919 Third Avenue New York, NY 10022 Attention: Andrew L. Sommer, Esq. or to such other address as shall
Entities connected to both BRG Trigger Event and Howard M. Muchnick

Stephen Hawking
PERSON
Hanson
PERSON
Greenwich
LOCATION
Prince Andrew
PERSONStephen P. Hanson
PERSONthe State of New York
LOCATIONthe BRG Representatives
ORGANIZATIONBRG Trigger
ORGANIZATIONthe LLC Agreement
ORGANIZATION
George W. Bush
PERSONEllis Rinaldi
PERSONthe "Company Business
ORGANIZATIONStarwood Capital Group Global
ORGANIZATIONFinkelstein & Franklin
ORGANIZATIONAndrew L. Sommer
PERSONSOF U.S. Restaurant Co-Invest Holdings
ORGANIZATION
United States
LOCATION
White & Case LLP
ORGANIZATIONScott Berger
PERSON