From: Eileen Alexanderson [maiIto Sent: Wednesday, April 10, 2013 9:40 AM To: Kirschner, Elyse Subject: RE: Release & Indemnification Agreement Good morning Elyse, do we have final version? Thanks, Eileen From: Kirschner, Elyse [mailto Sent: Thursday, April 04, 2013 To: Alan S Halperin Cc: Ada Clapp; Eileen Alexanderson; Jeffrey Epstein; McCaffrey, Carlyn Subject: RE: Release & Indemnification Agreement • Hi Alan, Please see my answers below in red. Elyse Elyse G. Kirschner I Partner McDermott Will & Emery LLP 1340 Madison Avenue, New York, NY 10173 www.mwe.com chttp://www.mwe.comh From: Alan S Halperin [mailtolal l Sent: Friday, March 29, 2013 3:14 PM To: Kirschner, Elyse Cc: Ada Clapp; Eileen Alexanderson; Jeffrey Epstein Subject: RE: Release & Indemnification Agreement Hello Elyse. The proposed agreement is in good shape. In addition to the comments already circulated, please consider the following: 1. Recitals 12 and 27 are duplicative. Yes. I will delete one of them. 2. As you know, in the trust agreement, at Article IX (A), there are specific provisions governing the settlement of accounts. Should this particular provision be cited in the agreement? OK. 3. The agreement describes the over-distribution. Should we make a cross reference to a schedule showing the calculations, which could be embedded in Schedule.' (Other Pertinent Facts). OK. 4. I appreciate the need to have Debra and the children provide the Trustees with a release and discharge. Do you think it also is appropriate to have them provide an indemnity in light of the following: Leon is providing an indemnity; with 4 EFTA_R1_01405245 EFTA02385913

one minor exception, no distribution has been made to the other beneficiaries; and the trust instrument itself provides broad indemnity language? On a related issue, should we limit Leon's indemnity to some amount, such as the excess distribution? The trustees may reasonably believe that an indemnification from Leon is good enough. But, in order to discourage any future family controversy, as unlikely as that may be, we think it's a good idea to have each beneficiary indemnify the trustees against any loss attributable to a claim brought by him or her. The scope of Leon's indemnity clause in the agreement is broader than those of Debra and the children. 5. As we discussed in our prior call, the accounting will cover only the transactions of the trust (with attached schedules for BFP), but not those of the GRAT. Do you expect to have a separate release covering the GRAT term? On this issue, I am not troubled if we do not have this separate release. But I wanted to raise the issue for the team. I believe that Tom Turrin will be preparing accountings for the GRATs as well. I think that we should have a separate release covering the GRAT term, just to cover all of the bases. IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Click Here for More Information <http://www.paulweiss.com/files/tbl_s29Publications/FileUpload5679/5647/230.pdf> Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064 www.paulweiss.com <http://www.paulweiss.com/> From: "Kirschner " To: "Ada Clapp" Cc: "Eileen Alexan erson "Jeffrey Epstein" <[email protected] <mailto:[email protected]», Alan S Halperin Paul Weiss@Paul Weiss Date: 03/27/2013 09:22 AM Subject: RE: Release & Indemnification Agreement These changes are fine. I will input them. But I think we also need to add something about attaching annual financial statements for BFP. And best of luck in your new role! Elyse G. Kirschner I Partner McDermott Will & Emery LLP I 340 Madison Avenue, New York, NY 10173 5 EFTA_R1_01405246 EFTA02385914