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

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

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

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