y 28, 2003, between MGM Grand Hotel, LLC, a Nevada limited liability company, and BRG Vegas, LLC, a Nevada limited liability company (as assignee of B.R. Guest Vegas, Inc., a Nevada corporation). (b) Starwood hereby indemnifies, defends and holds harmless the Company, the Investment Vehicles and BRG (and its Affilia

he Act; N 'swan atm N) \ WHEREAS, on November 29, 2006, Starwood, Hanson Member, BRG Member, B.R. Guest Trademark Company, Inc., PH 2000, Inc., B.R. Guest Vegas, Inc., and B.R. Guest Holdings, LLC (f/k/a elevenseven Holdings, L.L.C.), a Delaware limited liability company ("BRG Holdings Sub"), entered into the Con

of the Company or any Company Portfolio Investment other than employees who fall within any of clauses (ii) and (iii) above. "BRG Vegas" shall mean B.R. Guest Vegas, Inc. a Nevada corporation. "BRG Trigger Event" shall mean the occurrence of any of the following events, in each case following the receipt of written n