Please see my answers below in red. Elyse Elyse G. Kirschner I Partner McDermott Will & Emery LLP 1340 Madison Avenue. New York. NY =0173 www.mwe.com chttp://www.mwe.com/> From: Alan S Halperin [mailtci 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. =/font> The proposed agreement is in good shape. In addition to the comments =Iready circulated, please consider the following: 1. Recitals 12 and 27 are duplicative. Yes. =nbsp;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 =his 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 J (Other Pertinent Facts). OK. 4. I appreciate the need to have Debra and the children provide =he Trustees with a release and discharge. Do you think it also is =ppropriate to have them provide an indemnity in light of the following: Leon is =roviding an indemnity; with one minor exception, no distribution has been made to the other beneficiaries; and the trust instrument itself =rovides broad indemnity language? On a related issue, should we limit Leon's =ndemnity to some amount, such as the excess distribution? The trustees may reasonably believe that an indemnification from Leon is =ood 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 =eneficiary indemnify the trustees against any loss attributable to a claim brought by him or her. The scope of Leon's indemnity clause in the =greement is broader than those of Debra and the children. =/font> 5. As we discussed in our prior call, the accounting will cover =nly the transactions of the trust (with attached schedules for BFP), but not those of the GRAT. Do you expect to have a separate release =overing 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 =earn. I believe =hat 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 =isclosure: 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 =sed, for the purpose of (i) avoiding penalties under the Internal Revenue =ode or (ii) promoting, marketing or recommending to another party any =ransaction or matter addressed herein. Click Here for More Information 5 EFTA_R1_01405335 EFTA02385974