From: Halperin, Alan S Sent: Sunday, December 13, 2015 5:28 PM To: jeffrey E.; Brad Wechsler; Ada Clapp Cc: Finkelstein, Brad Subject: Re: Thanks. Our finance partner will review comments. As for the interest rate,=please recall history: you suggested following terms of B of A loan, which=included reference to LIBOR plus; we wanted to make sure that the amount w=s no less than AFR; we wanted a cap in case LIBOR rose significantly; and you instructed us to remove cap.=/div> Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison =LP 1285 Avenue of the Americas 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 to perform, a 5 day period runs from the occurrence =f any failure to perform or observe any covenant or agreement contained in=the note. There is no obligation to give notice of the failure and an opportunity to cure in 5 days. Just a f=ilure to perform and then a default if not corrected within 5 days of the =ailure. Notice by the Noteholder of the Payor's failure should=be required first and then a 5 day cure period. (b) the language of this E=ent of Default is as follows: "Any representation, warranty or =tatement made by or on behalf of Payor in this note or in any other document delivere= in connection [t]herewith shall prove to have been incorrect in any m=terial respect when made or at any future date." I have issues with all the underline= language. Who is making statements on behalf of Payor? What o=her documents are being referred to? The representations, warranties= and statements should be required to be "expressly made in writing" otherwise arguments about implied reps, warranties and s=atements might be made. Finally, making it a breach when any represe=tation, wa