EFTA00716533.pdf

From: Ada Clapp To: jeffrey E. c; CC: Heather Gray Subject: Art Entity-Negative Covenants Date: Tue, 21 Oct 2014 15:35:08 +0000 Hi Jeffrey, With respect to the timing of the proposed art partnership, I just wanted to remind you that there are Negative Covenants in the BAC loan documents that require Leon to obtain the bank's prior written consent before he can (i) amend or modify any provision of the Operating Agreement of Narrows, or (ii) sell, transfer or dispose of his interests in Narrows. Accordingly, we technically need the bank's prior written consent for Leon to (i) sign the proposed Amendment to the Narrows LLC Agreement that Paul Weiss has prepared (creating Class A and Class B Managing Members) and thereafter for Leon to sell his Class B Managing Member interests to the APOI or APO2 Trust. How do you wish to proceed in this regard? Are we negotiating new loan agreements (so that perhaps we deal with this issue in the new documents)? Or are we planning to continue under the current agreements? Heather and I discussed with Eileen the need to review the current documents to see what other provisions might affect the new art entity. However, if we are starting from scratch with new loan documents, this would be a waste of time. Please advise whether you would like one of us to do that anyway. Thanks. Ada Clapp Chief Legal Officer Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Email: This communication and any attachment is for the intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and notify me immediately that you have received them in error. Thank you. EFTA00716533