Epstein Secrets

ericas I New York,&=bsp;NY 10019-6064 (Direct Phone) I (Direct Fax) From: jeffrey E. Sent: Sunday, December 13, 2015 11:26 AM To: Brad Wechsler; Ada Clapp; Halperin, Alan S Subject: my thoughts on the promissory note "Event of Default" I www.paulweiss.com (a) before there is a defa=lt for a failure

t to pay enforcemen= costs, but that is not an "indemnification". EFTA_R1_01335067 EFTA02353963 Section 3.2(b) - Requires the Payor to notify the Noteholder promptly =ut in any event no later than 5 business days upon the Payor becoming awar= of "any material adverse change in Payor's financial position.

Avenue of the Americas I New York,40NY 10019-6064 www.paulweiss.com From: jeffrey E. Sent: Sunday, December 13, 2015 11:26 AM To: Brad Wechsler; Ada Clapp; Halperin, Alan S Subject: my thoughts on the promissory note "Event of Default" (a) before there is a defa=lt for a failure to perform, a 5 day

te. I did see a requirement to pa= enforcement costs, but that is not an "indemnification".<=div> Section 3.2(b) - Requires the Payor to notify the Noteholder promptly =ut in any event no later than 5 business days upon the Payor becoming awar= of "any material adverse change in Payor's financial positi=n.

he Noteholder, to: LDB 2011 LLC do Elysium Management LLC 445 Park Avenue, Suite 1401 4 USI:10396963v2 EFTA00585318 New York, NY 10022 Attn: Ada Clapp 6.2 Waiver and Consent. The Payor: (a) except for any notice expressly required by the terms of the Note, waives presentment, demand, protest, not

of LDB 2011 LLC (together with any permitted assignees or successors, the "Noteholder"). FOR VALUE RECEIVED, the Payor hereby promises to pay to the Noteholder the principal amount of [$450,000,0001 (such amount, as may be reduced by repayments of principal hereunder from time to time, the "Principal Amoun

1039696542 EFTA00585309 if to the Noteholder, to: LDB 2011 LLC do Elysium Management LLC 445 Park Avenue, Suite 1401 New York, NY 10022 Attn: Ada Clapp 6.2 Waiver and Consent. The Payor: (a) except for any notice expressly required by the terms of the Note, waives presentment, demand, protest, not

of LDB 2011 LLC (together with any permitted assignees or successors, the "Noteholder"). FOR VALUE RECEIVED, the Payor hereby promises to pay to the Noteholder the principal amount of [$450,000,0001 (such amount, as may be reduced by repayments of principal hereunder from time to time, the "Principal Amoun

9-6064 Re: Leon D. Black if to the Noteholder, to: LDB 2011 LLC do Elysium Management LLC 445 Park Avenue, Suite 1401 New York, NY 10022 Attn: Ada Clapp 6.2 Waiver and Consent. The Payor: (a) except for any notice expressly required by the terms of the Note, waives presentment, demand, protest, not

of LDB 2011 LLC (together with any permitted assignees or successors, the "Noteholder"). FOR CASH RECEIVED, the Payor hereby promises to pay to the Noteholder the principal amount of [$450,000,000] (such amount, as may be reduced by repayments of principal hereunder from time to time, the "Principal Amoun