Epstein Secrets

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

) in respect of which the Company's (or applicable Investment Vehicle's) bid, if applicable, has been accepted in writing, (vii) which a majority of the BRG Representatives voted (or acted by written consent) in favor of pursuing and closing on and (viii) which no Starwood Restricted Person (or its Affiliates) was awar

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

atives from the Management Committee or to exercise any of the power or privileges granted to the Management Committee without the participation of the BRG Representatives. Accordingly, we demand that Starwood Member immediately withdraw the Notice of BRG Trigger Event with prejudice and reinstate the BRG Representati

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

he Company may only deliver to the Executive a notice of non-renewal with the approval of the Management Committee and the consent of a majority of the BRG Representatives (as such term is defined in the LLC Agreement). 4. Principal Location. The location at which the Executive will perform services for the Company s