EFTA00614191Set 9
52p26,731w
unilateral right (without
needing the consent of Hanson Member, BRG Member, BRG or any BRG Representative) to
make all decisions, grant (or withhold) all consents, authorizations, waivers and approvals,
respond ... shall have occurred, the vote (or
consent) of the Management Committee (acting with the BRG Representatives) shall be required
for the Company to (x) terminate the BRG Key Individual ... than the terms set forth in Exhibit R; provided further, that, BRG and the BRG Representatives
shall be entitled to review all documentation in connection with such refinancing
https://www.justice.gov/epstein/files/DataSet%209/EFTA00614191.pdf
EFTA01733603Set 10
2013-11-012p459w
Company") purported termination of Mr. Hanson's employment for Cause, and stated
that "all BRG Representatives are automatically and hereby removed." Capitalized terms
used herein but not defined shall have ... occurred is therefore
incorrect, and Starwood Member has no authority to remove the BRG Representatives
from the Management Committee or to exercise any of the power or privileges granted ... 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 Representatives
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01733603.pdf
EFTA01077895Set 9
2013-11-013p857w
forth in the Employment
Agreement and LLC Agreement, and (iii) stated that all BRG Representatives were
automatically removed from their positions. Capitalized terms used herein but not
defined shall have ... Notice of BRG Trigger Event, dated October 30, 2013, with
prejudice and reinstate the BRG Representatives to the Management Committee.
In addition, although Mr. Hanson vigorously disputes the Company
https://www.justice.gov/epstein/files/DataSet%209/EFTA01077895.pdf