From: Ada Clapp To: Jeffrey E. <[email protected]> CC: "Bradley J. Wechsler )" < Subject: Update Sustainable Woodlands FUnd II Sale Date: Tue, 30 Dec 2014 17:14:27 +0000 >, "Eileen Alexanderson" Hi Jeffrey, Just to update you on the status of the sale: I spoke with Eaton (the broker) this morning and there seems to have been a lack of communication on Eaton's part. Apparently, Stafford (the buyer) told Eaton that it would need 10 business days to call capital —after the Purchase Agreement was signed. However, Eaton did not tell us that. Eaton assumed that Stafford's attorney would communicate that fact to our attorneys and that Stafford's attorney would include appropriate language in the Purchase Agreement. Bottom line is that Stafford will not have the funds to pay us until they call capital—which would be around January 12- 14th. As a result, it is not clear that we will be able to take a loss in 2014 for the sale. We will try signing the Purchase Agreement as of 12/31 with payment to be received January 12th (Paul Weiss would hold the documents in escrow until payment was received) but the Paul Weiss corporate partner, John Scott did not think this would cause a "sale" to occur in 2014 (he is checking with his tax partner). John thought the sale would occur for tax purposes in 2015 when funds were received by BFP. Rich J. thought that a 12/31 sale contract alone might be sufficient to create a 2014 sale (even if the funds are received in 2015) but he did not seem to be 100% certain of this. Worth a try (Paul Weiss is redrafting the Purchase Agreement now). Rich J. also said that the loss was small (a couple hundred thousand dollars) and that it did not matter greatly whether we took it in 2014 or 2015. He also noted that it would be nice, but not essential, to have the funds prior to January 15th. Ada Clapp Chief Legal Officer Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Direct Dial: Fax: Email: Thi