Epstein Secrets

and located at 19 West 31s' Street, New York, New York 10001 ("Hotel"); B. As a credit enhancement for the Loan, Pledgor and Stephen P. Hanson ("Hanson"), as beneficial owners of Borrower, are providing one or more personal guaranties, renewals or ratifications thereof, dated as of the date hereof (

nt of this Agreement to substitute the funds in the account for the Collateral; and (b) Pledgor obtaining a termination of the Epstein Guaranty from Hanson. 4.3 Pledgor shall have the right to cause a tag to be affixed to the Collateral identifying Pledgor as the owner of the Collateral. If Pledgor af

l agreed to be share liability under the Loan Guaranties; and Pledgor agreed to cause Epstein to agree to guaranty ("Epstein Guaranty"), payment to Hanson of up to $1,000,000.00 towards Pledgor's obligations to Hanson under Loan Guaranties (the "Mitchell Hanson Obligations"); D. In order to induce Ep

ing obligated to make any payments thereunder. II. Govemine Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 12. Binding Nature: No Assignment: Counterparts. All agreements, covenants, conditions and provisions of this Agreement shall inure to the benef

Provision 46 15.17. Uniform Commercial Code 46 15.18. Public Announcements 46 15.19. No Construction Against Drafter 46 15.20. BRO Member and Hanson Member Liability 46 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit 0 Exhibit H Exhibit I Exhibit J Exhibit

rises, Inc. (f/k/a B.R. Guest, Inc.), a New York corporation ("ERG Member"), (ii) Stephen P. Hanson, an individual residing in New York, New York ("Hanson Member"), and (iii) SOF U.S. Restaurant Co-Invest Holdings, L.L.C., a Delaware limited liability company ("Starwood"). LVIMEgarril: WHEREAS, the Co

he interest of each Member in the Company shall be an "uncertificated security" governed by Article 8 of the Delaware UCC and the UCC as enacted in the State of New York (the "New York UCC"), including, without limitation, (i) for purposes of the definition of a "security" thereunder, the interest of each Member in t

erson, any other Person related to such Person within the meaning of Code Sections 267(b) or 707(b)(1). Without limiting the foregoing, BRG Member, Hanson Member, the BRG Key Individual and each Person that-is-an Affiliate of any of such Persons shall each be deemed to be an Affiliate of the other. For

sumption of Limited Liability Company Interests and Amendment to the Master Restaurant Purchase Agreement, dated as of the date hereof, by and among Hanson Member, RDM Associates, LLC, a New York limited liability company, Donald Bernstein, Saul Victor, the Trusts and the Company, (ii) that certain Nov

ontrolled by BSS. "Business Day" shall mean any day that is not Saturday, Sunday or a day on which banks are required or permitted to be closed in the State of New York. "Capital Account" shall have the meaning provided in Section 5.6. "Capital Contribution" shall mean, with respect to any Member, the aggregate am

s and protections of its laws." Id (quoting EFTA00795075 IN RE TERRORIST ATTACKS ON SEPTEMBER IL 2001 Cite as 349 F.Supp-2d 765 (S.D.N.Y. 2005) Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958)). [52) For purposes of the minimum con- tacts inquiry, a distinction is made be

where the complaint stated, without any supporting facts, that the defendant "participates in a 'multina- tional insurance arrangement' present in the State of New York"); In re Ski Train Fire in Kaprun, Austria, 230 F.Supp.2d at 410-413 (granting motion to dismiss and denying jurisdictional discovery where compl

When determining whether these minimum contacts are present, it is the quality and not necessarily the quantity of contacts that is determinative. Hanson' Denclda, 357 U.S. 235, 253 (1958). Further, because the Plaintiff claims that specific jurisdiction exists in this case, the relevant contacts ar

laced. In the Amended 1999 Note, the parties stipu- lated only that IOUs note shall be governed by, and construed in accordance with, the laws of the State of New York, including matters of construction, validity and per- formance, without giving effect to princi- ples of conflicts of law .... (Mem. Of Law in Supp

od Member or any subsidiary or affiliate of either the Company or the Starwood Member of the interests in the Company held by the BRG Member or the Hanson Member; (ii) any acquisition (which, for the avoidance of doubt, shall exclude any increase in interest in the Company resulting from the making of

sets. 10. General. (a) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York applicable to contracts executed and to be performed entirely within said State. (b) Construction and Sever ability. If any provision of this Agree

rch 22, 2016 Mr. Stephen Hanson SFS, LLC do Muchnick, Golieb & Golieb, P.C. 200 Park Avenue South, Suite 1700 New York, New York 10003 Dear Mr. Hanson: Path Air, LLC ("Seller") is pleased to submit to SFS, LLC ("Buyer") this proposal ("Proposal") regarding the sale of a certain Gulfstream 550 s/n

transaction. No assignment shall relieve the assignor of any of its obligations under this Proposal. This Proposal shall be governed by the laws of the State of New York without regard to conflicts of law principles other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law. Each party here

rch 22, 2016 Mr. Stephen Hanson SFS, LLC do Muchnick, Golieb & Golieb, P.C. 200 Park Avenue South, Suite 1700 New York, New York 10003 Dear Mr. Hanson: Path Air, LLC ("Seller") is pleased to submit to SFS, LLC ("Buyer") this proposal ("Proposal") regarding the sale of a certain Gulfstream 550 s/n

transaction. No assignment shall relieve the assignor of any of its obligations under this Proposal. This Proposal shall be governed by the laws of the State of New York without regard to conflicts of law principles other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law. Each party here