UNDERWRITING

CREDIT CARD UNDERWRITING WORKSHEET Applicant -leCc-rey CQStin Beacon Score 14 ES, t-LC. Co -Applicant Beacon Score INCOME: DEBT: Gross Monthly: Mortgage/Rent: Equity Line/Loan: Other: Auto Loan: Total Income(A) Installment Pymts: BANKING: Yes No Revolving Pymts: (5% of bal from credit report) Checking Savings Alimony/Child Support: Other: Established since: EMPLOYMENT Verified on: Verified with: (B) S divided by (A) S Other: Visa Visa Gold MC / 605 1 OCSS Credit Limit: $e ..., ta r_ , O00. cc Proposed Payment: (5% of credit limit) Total Expenses(B) Refey Offict ,Overdraft Protection: Yes No Auto Approved By: Date:_ Approved By: Date:_ Exceptions to policy: OD tno-vtc tca.. Skt.y. o • r 10 %.,5 --rpm re -tor n5 - Justification: EFTA00186431 ISA ITh USINESS CREDIT CARD ACICATION CREDITOR: PALM BEACH NATIONAL BANK & TRUST CO. BRANCH # REFERRED BY: COMPANY APPLICANT COMPANY NAME: NES ,LLC NATURE (TYPE) OF THE BUSINESS: Real Estate INDICATE TITLE DESIRED ON THE CARD: (12,111E111Q24,Sa tcfa) ERELJEJEJE-00000000000000000 BILLING ADDRESS: STREET CITY: STATE: ZIP CODE: 9 East 71st Street New York New York TYPE OF ORGANIZATION (PLEASE CHECK):LLC DATE BUSINESS ESTABLISHED: °CORPORATION PARTNERSHIP DPROPRIETORSHIP NAME OF CONTACT PERSON: Eric .n ( 10021 FEDERAL EIN NUMBER: MBER: OWNER(S)/OFFICER(S)/PARTNER(S) WILL BE REQUIRED TO PERSONALLY GUARANTEE ACCOUNT(S). GUARANTOR(S) MUST COMPLETE THIS SECTION AND SIGN AT THE BOTTOM OF THE REVERSE SIDE OF THIS APPLICATION. GUARANTOR 1: FIRST NAME MIDDLE INITIAL LAST NAME Jeffrey E. Epstein RESIDENTIAL ADDRESS: STREET: 358 El Brill° Way OWNERSHIP STATUS: SOWN clegNT 11OTfiER -POSITION WITH COMPANY: Sole Member DATE OF BIRTH APT#: CITY: STATE: ZIP CODE: SOCIAL SECURITY NUMBER YEARS AT ADDRESS Palm Beach, Fl 33480 10 MONTHLY MORTGAGE/RENTAL PAYMENT HOME TELEPHONE NUMBER n /a $ % OF OWNERSHIP TIME WITH COMPANY: OF 100 3 yrs GUARANTOR 2: FIRST NAME MIDDLE INITIAL LAST NAME MBER DATE OF BIRTH SOCIAL SECURITY NUMBER RESIDENTIAL ADDRESS: STREET: APT#: CITY: STATE: ZIP CODE: YEARS AT ADDRESS OWNERSHIP STATUS: nowN °RENT BOTHER: POSITION WITH COMPANY: MONTHLY MORTGAGE/RENTAL PAYMENT HOME TELEPHONE NUMBER 1 % OF OWNERSHIP TIME WITH COMPANY: OFFICE TELEPHONE NUMBER 3. BANKING & OTHER CREDIT CARD RELATIONSHIPS PRIMARY BANK Chase Bank OTHER BANK: Palm Beach Bank AMERICAN EXPRESS CORPORATE CARD? OYES ONO VISA BUSINESS OR CORPORATE CARD? DYES ONO MASTERCARD BUSINESS OR CORPORATE CARD? DYES ONO IMISING ACCOUNT # OTHER ACCOUNTS DI OAN DSAVINGS ACCT °CREDIT CARD TYPE(S) OF ACCOUNT(S): Personal account of Guarantor OCHECKiNG ACCOUNT rioAN °SAVINGS ACCOUNT OCRFDIT CARD ACCOUNT NUMBER: DATE OPENED: BALANCE: ACCOUNT NUMBER: ACCOUNT NUMBER: $ DATE OPENED: BALANCE: S DATE OPENED: BALANCE: AUTHORIZED INDIVIDUAL CARDHOLDER(S) LIST THE NAMES OF ALL EMPLOYEES TO WHOM CARDS ARE TO BE ISSUED FOR BUSINESS PURPOSES: NAME (PRINT) SOCIAL SECURITY SIGNATURE CASH ADVANCE ACCESS? CREDIT LIMIT Shannon Pascuzzi DYES 'ONO 10,000.00 Emm Ta ler DYES ()NO 10,000.00 Tonirha Mackenzie OYES ONO & 5_000 on DYES ONO TOTAL CORPORATE CREDIT LIMIT REQUESTED: $ BILLING OPTIONS gONE CONSOLIDATED MONTHLY STATEMENT OINDIVIDUAL ACCOUNTS BILLED SEPARATELY EACH MONTH °STANDARD QUARTERLY REPORTS PACKAGE °ENHANCED REPORTS PACKAGE OPTION (CALL US FOR DETAILS) 6. Appbcant represents that this Information 13 ins and complete. and authorizes creditor to verily the Information and obtain additional Information concerning Company's credit stancreq, and lo.fumish such credit information tO others. Company press lo be bound by end obacralad according to the aedltor's VISA Business Card Regulations. Applicant represents and warrants that the credit card account will be used primarily (SOY. or more) for other than personal, family household or agricultural purposes. Applicant understands that this representation is to confirm that no disclosures are required under the Federal Truth -in -Lending law. SIGNATURE Applicant requests establishment or an account for each Each such designated person is an authorized use contrary In willing by the Company. user designated above or On the attached Ask as May be amended n writing from lime to time by Applicant. sly to use the account designated for such authorized user until the creditor is notified to the APPLICANT SIGNATURE: DATE -PRINT NAME: CORPORATE TITLE: vv. • EFTA00186432 RSIMUSINESS CREDIT CARD A - tICATION CREDITOR: PALM BEACH NATIONAL BANK & TRUST CO. BRANCH U REFERRED BY: COMPANY APPLICANT COMPANY NAME: IQ CS LL - C, NATURE (TYPE) OF THE BUSINESS: ?OA._ C -S -F.4 -T" C. INDICATE TITLE DESIRED ON THE CARD: (I !NM/ TO 24 SPACFS) 0 0 0 0 0 0 0 0 0 0 0 El 0 0 0 0 0 0 0 10 0 0 0 0 BILLING ADDRESS: STREET: • ITY: STATE: ZIP CODE: / /c02 TYPE OF ORGANIZATION (PLEASE CHECK): D...(__ . DATE BUSINE S ESTABLISAED: FEDERAL EIN NUMBER: OCORPORATION OPARTNERSHIP ItfPROeRfETORSHIP / / NAM F CONTACT PgON: ■ 7 E-A-T lictSTvz.c-C-r- f\.) c-t0 PHONE ER: OWNER(S)/OFFICER(S)/PARTNER(S) WILL BE REQUIRED TO PERSONALLY GUARANTEE ACCOUNT(S). GUARANTOR(S) MUST COMPLETE THIS SECTION AND SIGN AT THE BOTTOM OF THE REVERSE SIDE OF THIS APPLICATION. GUARANTOR 1: FIRST NAME MIDDLE INITIAL LAST NAME iPST -q- NI DATElF SO , zv.);rieE. a • RESIDENTIAL ADDRESS: STREET: OWNERSHIP STATUS: (2 3Si el— cb vja l,WN DRENT 11OTHFR: ‘POSITION WITH COMPANY: -- rvTh r5 44-n.„ MONTHLY MORT % OF WNERSHIP GUARANTOR 2: FIRST NAME MIDDLE INITIAL LAST NAME : CITY: STATE: ZIP CODE: YEARS AT ADDRESS FIFTY NUMBER 33V ° RENTAL Pfi.,yMENT HOME TELEPHONE NUMBER s pe: TIM WITH COMPANY: OFFICE TELEPHONE NU DER ruS • DATE OF BIRTH SOCIAL SECURITY NUMBER RESIDENTIAL ADDRESS: STREET: APTU: CITY: STATE: ZIP CODE: YEARS AT ADDRESS OWNERSHIP STATUS: DOWN ORENT OOTHFR: POSITION WITH COMPANY: MONTHLY MORTGAGE/RENTAL PAYMENT HOME TELEPHONE NUMBER 1 Ye OF OWNERSHIP TIME WITH COMPANY: OFFICE TELEPHONE NUMBER 3. PRIMARY BAN BUSINE OTHER ACCOUNTS C 'Nets 41%.„ OAN DASAVINGS I8RFDIT CARD OTHER BANK: TYPE(S) OF ACCOUNT(S): •Fc4-Soc4 4- ts-OJ.c.SiS c L444. 4A.crtfriC BANKING & OTHER CREDIT CARD RELATIONSHIPS 1 A AMERICAN EXPRESS ACCOUNT NUMBER: DATE OPENED: cORPORATF CARD? FIYFS ONO VISA BUSINESS OR CORPORATE CARD? OYES ONO MASTERCARD BUSINESS OR CORPORATE CARD? OYES ONO AL* " nCLIFCKING ACCOUNT a OAN °SAVINGS ACCOUNT ACCOUNT NUMBER: .ACCOUNT NUMBER: DATE OPENED: DATE OPENED: LIST THE NAMES OF ALL EMPLOYEES TO WHOM CARDS ARE TO BE ISSUED FOR BUSINESS PURPOSES: NAME (PRINT) SOCIAL SECURITY SIGNATURE ,c 11 4 i• 0 AI PA S C OYES E_ Is ifi ti_ a all ‘_ Men L. - OYES iN t— , , . ei (J , a tn.) 2.-1 C .L1' OYES DYES ONO °CREDIT CARD BALANCE: $ BALANCE: $BALANCE: $ CASH ADVANCE ACCESS') CREDIT LIMIT 5. ;St,* TOTAL CORPORATE CREDIT LIMIT REQUESTED: $ONE CONSOLIDATED MONTHLY STATEMENT BILLING OPTIONS 3 A;OCO• 00/0 /000.ea 3 C; On. pc) °INDIVIDUAL ACCOUNTS BILLED SEPARATELY EACH MONTH °STANDARD QUARTERLY REPORTS PACKAGE °ENHANCED REPORTS PACKAGE OPTION (CALL US FOR DETAILS) 6. ApfaliCiMI represents that this inlonnalion Is We end complete, and authorizes cradle:, to verify the Information end obtain additional Inexmallon concerning Company, credit standing. and tolumlsh such credit information to others. Company agrees Co be bound by and obligated according to the creditor's VISA Business Card RegulaliOns. SIGNATURE Applicant represents and warrants that the credit card account will be used primarily (50% or more) for other than personal, lenity household or agriCultural autocue. Applicant understand. that Ulla roptasentation la to confirm that no disclosure, are required under the Federal Truth -in -Lending law. Acticant requests estabilshrnri of an account for etch ed user above or on attached IA as may be amended in rating room time lo cone Applicant. Each such designated person is an motivated user Atm • ly to use the designated for such authorized user unfit the I:rodeo/ is notified to th e contrary In vnidng by the Country.. . APPLICANT SIGNATURE: DATE: Lc to/ PRINT Ceti ; retki SIC IN) CORPORATE TITLE: vv, (2) (2.. EFTA00186433 V.I5A eBusinesa Card ReguDns • Pala Beach.National Bank & Trust Co. 3931 RCA Blvd. Suite 3102' Pala Beach Gardens, Florida.33410 Ihe undersigned Holder agreenthe folio ing terms and conditions: Dated.thi da of .....g e2ti 0 Name of Holder BY: Auth 1. Agreement. These regulation's govern the possession and use of VISA Business Cards ("care) issued by Issuing Financial Institution ('Issuer). Each party that applies for a:VISA Business Card is referred to in these regulations as a Holder. Issuer shall establish an account for each Person designated by Holder as an authorized user (*Authorized User). Holder consents and agrees to these regulations and to.the terms 'contained on the cards, any, sales drafts, credit adjustment memos or cash advance drafts signed by or given to Holder or any Authorized User. The provisions of these regulations, as they may be amended from time to time as provided in these regulations, govern Holder's obligations. notwithstanding any additional or different terms contained in the cards, sates drafts, credit adjustment memos and cash advance drafts or any other documents evidencing an account transaction. Holder authorizes an investigation of its credit standing prior to the issuance of cards and at any time thereafter, and authorizes disclosure of information to third parties relating to its credit standing. If Holder or Authorized User requests any VISA Business Card services, Holder or Authorized User consents to the release of Holders or Ainhorized User's personal data to VISA USA, Inc. and its member financial institutions and/or their respective contractors for the purposes of providing such services. 2. Membership Fees. A nonrefundable annual membership fee of — $ la/ a will be assessed per card for the first n/a card(s) issued. — $ nisi per card if n/a cards are issued, 1$ per card if _ n/ aoards are issued, and $ .n/a per card if nat hards are issued. Holder represents that cards will be used exclusively for business purposes and not for personal,, family, household or agricultural purposes. 3. Use of Card. Credit for purchases from a merchant or cash advances .. from a participating financial institution may be obtained by presenting the card to the merchant or participating financial institution, and, if requested, by providing the proper identifying information and signing the appropriate drafts. Failure to sign a draft does not relieve the Holder of liability for pur-chases made or cash received. The card may also be used to obtain cash advances from certain automated equipment provided it is used with the correct personal identification number (TIN"). The amount and frequency of cash withdrawals may be limited.. Except as provided below with respect.to Holder's liability for unauthorized use where Issuer has issued ten (10) or more cards at Holder's request, Holder will be liable up to a maximum of $50.00 for the unauthorized use of a card or PIN issued at Hoiders request for charges that occur before Issuer receives notification orally or in writing of loss. theft or possible unauthorized use of a card or PIN."' Issuer, has issued .ten 00) or more cards at Holders request. Holder will. be liable for any.and all *unauthorized use of a card. Unauthorized use is any use by in individual other than Authorized User if without the knowledge or Consent of the Holder. Any use of the card or PIN by an Authorized User, or by any other with the knowledge or consent of the Authorized User, or Holder, is authorized use. Lost or stolen cards or PINs should be reported immediately toissuer by notifyi Bankcard Center,. P.O. Box 1 t 11, Madison, WI 53701.1111, Telephone IM or 1-800;221-5920. Holder shall be liable for all charges, fees and other costs that accrue on each account. 4. Credit Line. Holder will from time to time be informed of the amount of the approved credit line under each account established for Holder, and Holder covenants not to make, authorize or allow credit purchases or bor-rowings in excess of the amount. However, notwithstanding such credit line, Holder is liable for all purchases and borrowings made with its cards by it or by anyone authorized to use.the cards. 5. Payment. Holder will be furnished at the address identified by Holder, a monthly statement for each account for each billing period at the end of . which there is an undisputed debit or credit balance of $1.00 or more. The lull amount billed ('New Balance') is due on demand. II Issuer does not demand payment of the New Balance on the monthly billing state-. ment. either (a) the New Balance or, (b) a Minimum Payment of the — greater of $ 20. or 5 % ol the New Balance, shall be paid with-in 25 days after the Closing Date of that billing statement. Payments must be made at Bankcard Center, Milwaukee, Wisconsin, 53288-0200. Payments made at any other location may cause delay in crediting the 1account. Payments received after 2:00 P.M. on any Monday through Friday.but excluding federal legal holidays, or at any time on any non -banking day.will be considered as payments made on the following bank-ing day. AN payments will be applied first to interest. second to additional fees, if any, in the order of their entry to the account, third to previously billed cash advances, purchases and other similar charges in the order of their entry to 'the account, and 'then to current cash advances. purchases and other similar charges in the order of their entry to the account. 6. Finance Charges. Interest shall acaue on each account as anown on the monthly statements, for each billing period in which there is a cash advance a the Previous Balance is not paid in full prior to the Closing Date of the bitting statement. Interest is computed by applying the monthly periodic - rate of 1 .28 v. (ANNUAL PERCENTAGE RATE OF),4 ,...5 se..) to the average daily balance of the account. To get the average daily bal-ance, we take the beginning balance of the ao;ount each day, add any new cash advances, credit purchases and other charges, and subtract Title ALES - ri_c_c_ any payments or credits, unpaid late charges, unpaid membership fees and other unpaid fees. This gNes us the daily balance. Then, we add up all of the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the average daily balance. Interest accrues on credit purchases beginning on the date the purchase is posted to the account unless the Previous Balance shown on the statement is paid in full prior to the Closing Date of the statement. Credit purchases made during the statement period and the Previous Balance will be excluded from .the calculation of average daily balance if the Previous Balance shown on the front of the statement is paid in full prior to the Closing Date. Interest on cash advances begins to accrue on the date the advance is posted to the account. 'Additional interest on an account may be avoided by paying in full the New Balance shown on the account's monthly statement within 25 days after the Closing Date for that statement 7. Additional Fees. Each account shall be subject to the following addi-tional lees: (1) $li t /or n/a % late charge H any minimum payment is not paid in full on or before the due date shown on the monthly statement issued immediately after the monthly statement on which the unpaid mini-mum payment first appears; (2) $ 10.O0 for each cash advance; (3) $$ for replacement of a card; and (4) reasonable charges according to the then, current fee schedule for additional copies of monthly statements, drafts and receipts requested. Fees imposed will be posted to the amount. 8. Foreign Transactions. If a Holders card is used to effect a transaction in a foreign currency, the transaction amount will be converted to U.S. dol-lars by VISA International. VISA converts foreign currency to U.S. dollars using either the government mandated exchange rate or the wholesale exchange rate, in effect one day before the date of the conversion, as • applicable. The exchange rate is increased by 1% if the conversion is made in connection with a charge to an account end decreased by 1% if the con-version is made in connection with a credit to an account. The date of con-version by VISA may differ from the purchase date and the posting date identified in the monthly statement for the account. Holder agrees to pay charges and accept credits for the convened transaction amounts In accor-dance with the terms of this paragraph. 9. Disputes. Issuer is not responsible for refusal by any merchant, finan-cial institution or automated equipment to honor or accept a card. Issuer has no responsibility for merchandise or services obtained with a card and any dispute concerning merchandise or services will be independently set-tled by Holder with the merchant concerned. 10. Default Holder covenants to observe and comply with these, regula-tions and not to permit an event of default to occur. Holder further covenants not to take any action or permit any event to occur which materi-ally impairs Holder's ability to pay when due. Upon the occurrence of any one or more of the following events of default; (a) Holder fails to pay at ' least the Minimum Payment when due; (b) Holder dies, ceases to exist. changes residency to another state, becomes insolvent or the subject of bankruptcy or insolvency proceedings; (c) Holder fails to observe any covenant or duty Contained in these regulations; (d) any item in any finan-cial statement delivered by Holder to Issuer is false in any material respect when given; or (e) the occurrence of default under any agreement securing the obligations hereunder; the full amount of Holder's account shall, at . Issuers option become immediately due and payable. Holder agrees to pay all costs of collection before and after judgment, including reasonable attorneys fees (including those incurred in successful defense or settle-ment of any counterclaim brought by Holder or incident to any action or pro-ceeding involving Holder brought pursuant to the United States Bankruptcy Code). it. Termination. Holders consent to these regulations may be terminat-ed at any time by surrendering the cards issued to Holder or at Holder's request, but such termination shall not affect Holder's obligations as to any balances or charges outstanding at the time of termination. Termination by any Holder shall be binding on each Authorized User. Unless sooner termi-nated, the privilege to use the cards Shall expire on the date shown on the cards. At any time, without liability to Holder and without affecting Holder's liability for credit previously extended, Holders privilege to use the cards may be revoked or limited by Issuer to the extent not prohibited by law. The cards are and shall remain the property of Issuer and Holder agrees to surrender them to issuer upon demand. Holder agrees to notify Issuer of any caecellation of an Authori;ed Users charging privileges. Holder shall return to IsSuer any cards issued to Authorized Users whose privileges have been terminated. 12 Amendments. Issuer may amend these regulations and may amend the charge terms from time to time and will mail to Holder at Holders last known address as shown on the records of Issuer written notice of any such change not less than 15 days prior to its effective date, or as other-wise required bylaw. Invalidity of any provision of these regulations shall not affect the validity of any other provisions. 13. Governing Law. Holder agrees to be governed by Fl nrida law with respect to all aspects of the transactions arising under these regu-lations. fi233-106 NIP (7/93) EFTA00186434 GUARANTY AGREEfit If the application for the Account is approved, then the following Guaranty will be effective. If the application for the. Account Is not approved, then the following Guaranty is null and void. CONTINUING UNLIMITED GUARANTY. For good and valuable COnsideratIOn, and for the purpose(s) of Inducing Palm Beach National Bank & Trust Company ('Bonk -) to extend. make, renew, modify and or continue to extend, make. renew or modify the Business Credit Card Account of (the 'Borrower) the undersigned Guarantor (jointly and severalty. if more than one. 'Guarantor) absolutely and unconcetlorialty guarantees end promises to pay to Bank or Its order, on demand. in lawfully obtained legal tender of the United Stales of America. the Account Indebtedness of the Borrower to Bank on the terms end conditions set forth In this Guaranty. Under In s Guaranty , the liability of Guarantor is unlimited end the obligations of Guarantor are continuing. NATURE OF GUARANTY. Guarantor's IlablklY under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the pedormanco and prompt payment when due, whether at maturity w earlier by reason of acceleration or otherwise, of all Account Indebtedness. Accordingly, no payments made upon the Account Indebtedness will discharge or diminish the continuing Wilily of Guarantor In connection v.101 any remaining porlicas of the Account Indebtedness or any of the Account indebtedness which subsequently arises or Is thereafter Incurred or contracted. INS is not a special guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Bank without the necessity of any acceptance by Bank. or any notice to Guarantor or the Business. and wet continuo in fun force until all Account indebtedness Intoned or contracted before receipt by Bank of any notice of revocation Oa have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty. Guarantor may orgy do so in writing. Mew revocation of this Guaranty will apply only to advances or new Account indebtedness created after actual receipt by Bank of Guarantor's written revocation. This Guaranty and Guarantor's obligations hereunder remains fully enforceable Irrespective of any claim, defense or counterclaim which Borrower may assert on the Account Indebtedness, Including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction. and usury. same of which Guarantor hereby waives along with any standing by Guarantor to assert any said claim. defense or counter claim. GUARANTOR'S AUTHORIZATION TO PALM BEACH NATIONAL BANK & TRUST COMPANY. Guarantor authorizes Bank, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from lima to lime to alter, supplement, compromise, modify, renew, extend, terminate, accelerate, waive or otherwise change one or more limes the time for payment or other terms, conditions, or provisions of the Account. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Bank that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) Guarantor has, to Its own satisfaction. Independently In vestigated (and relies exclusively on): (i) Borrowers credit history; (ii) Borrowers payment history with Bank, If say, and (iii) Borrower's past current, and projected financial condition: (c) Upon Bank's request, Guarantor wit provide to Bank financial and credit information in form acceptable to Bank and (d) Guarantor has established adequate means of obtaining Porn Borrower on a continuing basis information regarding Borrowers financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information. Bank shall have no obligation lo disclose to Guarantor any information or documents acquired by Bank In the course of Its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Bank (a) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Account indebtedness or notice of any action or non -action on the part ol Borrower or (b) to resort tor payment or to proceed directly or al once against any person. including Borrower or any other Guarantor. If now or hereafter Borrower shall be Or become Insolvent. Guarantor hereby forever waives and relinquishes in favor of Bank and Borrower, arid their respective successors, any claim, right or remedy to payment Guarantor may now have or hereafter have or acquire against Borrower that arises hereunder and/or performance by any guarantor including without limitations, arty claim, remedy or right of subrogation, reimbursement. exoneration, indemnification, or participation In any claim, right or remedy of Bank against Borrower. whether or not such Claim, light or remedy arises In equity, under contract. statute. common law or Memel& by subrogation or otherwise, so that al no time shall Guarantor be or become a *creditor of Borrower within the meaning of 11 U.S.C. Section 547(b). or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and as rights or defenses arising by reason of any election of remedies by Bank which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights lo proceed against Borrower for reimbursement, Including without fimitation, any leas of rights Guarantor may suffer by reason of any law fimiting. Qualifying. or discharging the Account indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third pagy, on the Account indebtedness and thereafter Bank is forced to remit the amount of that payment b Borrower's trustee h bankruptcy or to any suns., person under any federal or state bankruptcy law c law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose ol enforcement of this Guaranty. This provision shall survive termination elites Guaranty. RIGHT OF SETOFF. Guarantor authorizes Bank, to the extent permitted by thinkable law. to charge, wIttylraw or setoff all sums owing on the AeCount against any and all the accounts set forth below in the Accounts section without prior demand or notice to Guarantor. ACCOUNTS. Accounts shall Include all Guarantor's deposits. accounts (whether cheddng savings, or some other account) or securities now or hereafter In the possession of or on deposit with Bank or with any Bank's affiliate or subsidiary Including without limitation al accounts held jointly with someone else and all acknnUnIS Guarantor may open in the future, excluding, however, all IRA. Keogh and trust accounts. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty constitutes the entire understanding, and agreement of the parties as to the matters set forth Inrils Guaranty and supersedes as pnor understanding and correspondence, oral or written, with respect to the subject mailer hereof. No alteration of or amendment to this Guaranty sisal be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment Applicable Law. This Guaranty shall be governed by and construed in accordance with the laws of the slate where the Issuing Bank referenced above mainta ns its principal office. Attorney's Fee; Expenses. Guarantor agrees to pay upon demand all of Bank's costs and expenses. Including reasonable attorney's tees and Bank's legal expenses, Incurred In connection with the Account or the enforcement of this Guaranty. Bank may pay someone else to help enforce this Guaranty and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Bank's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, for bankruptcy proceedings (and Including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post -Judgment collection services. Guarantor also shall pay all court costs and such additional lees as may be directed by the court Interpretation. In all cases where there Is more than one Borrower or Guarantor, then all words used in this Guaranty In the singular shall be deemed to have been used in the plural where the context and construction so require; and where there Is more than one Borrower named In this Guaranty or when this Guaranty is executed by mare than one Guarantor, the words Borrower and 'Guarantor respectively shall mean an and any one or more of thorn. The words 'Guarantor,' 'Borrower; and 'Bank,' include the heirs. successors, assigns, and transferees of each of than. Caption headings in this Guaranty are for convenience purposes only end are not to to used 10 interpret Or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be Invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty In all other respects shall remain valid and enforceable. Waiver. Bank shalt not be deemed to have waived any rights under this Guaranty unless such waiver is given In writing and signed by Bank. No delay or omission on the pail of Bank In exercising any kilt shell operate es a wane( of such right Or any other right. A waiver by Bank et a provision ckl this Guaranty ahall not prejudice or constitute a waiver of Bank's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior welver by Bank, nor any course of dealing between Bank and Guarantor, shall constitute a waiver of any of Bank's rights or of any of Guarantors obligations as le any future transactions. Whenever the consent of Bank Is required under this Guaranty, the granting of such consent by Bank in any Instance shell not co nstitute continuing consent to subsequent instances where such consent Is required end In all cases such consent may be granted or withheld In the sole discretion of Bank There are costs associated with the use of this credit card. For specific information regarding the costs, please write us at Palm Beach National Bank & Trust Company, P.O. Box 14218, North Palm Beach. Florida 33408 or Cell us al The undersigned canines that all statements In INs Application end on each document required to be submitted In connection herewith. including federal Income lax returns, ere true. correct and complete. The undersigned authorizes Palm Beach National Bonk & Trust Company to rely upon such statements, make such Inquires, and gather such Information es Palm Beach National Bank & Trust Company deems necessary end reasonable to verify any Information provided to Pawn Beach National Bank & Trust Company on this Application on any such required document. Including Inquires to the Internal Revenue Servtre, business credit reporting end credit bureau agencies end associations. and (lather authorizes Palm Beach National Bank & Trust Company, Its holding company and *Mates and related service co rporations to exchange Pia application, the information contained In or submitted with this Application and ell banking relationship Information with each other and with business credit reporting or credit bureau agencies and associations end cr editors of the undersigned. The undersigned further agrees to notify Palm Beach National Bank & Trust Company promptly of any material change In any such intomato& The undersigned certifies that he/she has full authority to act on behalf of Applicant In Connecticn with this credit request. EACH UNOERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE FROWN yr THIS GUARANTY AND AGREES TO OS TERtes. . GUARANTOR NAME PRINTED ;Jr -FP 2.c". E.A3S -• SIGNA DATE FORM a 990003 REVSED 0-499 EFTA00186435 LL C ,..orptEaRATE AUTHORIZATION RESOI: BY: ocS, Referred to in this document as 'Financial Institution' Referred to In this document as "Gerpe•efieer stv I d oc ri °t ic_ CA -113 LI-certify that I am Seerailifisahe ve n Ad jejwizeorrnized under Itig. Isws .1, Federal Employer I.D. Number RCM ViilffEetc)itiWc-P". 5 aim -th at din icoulutem., timttils -dcwilwmt -dia a-cm Mt, “.. -olotiuns — fdate). These resolutions appear in the minutes of this meeting and have not been rescinded or modified. AGENTS Any agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below: Name and Title or Position Signature Facsimile Signature (if used) tc,fra_cy Cesre. -.4, \\(\cr4i1€1 -‹ X B. X C. X x D. X X E. X X F. X X POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power. Following each power indicate the number of Agent signatures required to exercise the power.) X X Indicate A, B. C. 0, E, and/or F Description of Power (1) Exercise all of the powers listed in this resolution. (2) Open any deposit or share account(s) in the name of the Corporation. (3) Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit with this Financial Institution. (4) Borrow money on behalf and in the name of the Corporation, sign, execute and deliver promissory notes or other evidences of indebtedness. (5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks, bonds, real estate or other property now owned or hereafter owned or acquired by the Corporation as security for sums borrowed, and to discount the same, unconditionally guarantee payment of all bills received, negotiated or discounted and to waive demand, presentment, protest, notice of protest and notice of nonpayment. (6) Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a Sale Deposit Box In this Financial Institution. (7) Other ELC LIMITATIONS ON POWERS The following are the4eiv.,,, uti,...:4 express limitations on the powers granted under this resolution. EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated CERTIFICATION OF AUTHORITAXM(SUL ,I further certify that the Beard-ef-Bireeters of thiremporatiorr has, and at the lime of adoption foregoing resolutions and to confer the powers granted to the persons named who have full where appropriate.) 0 If checked, the Corporation Is a non-profit corporation. In Witness Whereof, I h -LA teeeppeteSe n 1965 . 1997 lumen Systems, Inc., $4. Cloud. MN form CA -1 & 1.:.99 TN: Meat by Indicate number of signatures required . It not completed, all resolutions remain in effect. of this resolution had, full power and lawful authority to adopt the lawful ority to exercise the same. (Apply seal below name to this document antler (date). (page of 2) EFTA00186436 EFTA00186437 RESOLUTIONS • 401.0 The geperatleii named on this resolution resolves that, YA(1.4 (1) TaFirtancial institution is designated as a depository for the funds of the Cetperatiokand to provide other financial accommodations indicated in this resolution. _ . ........ • (2) This resolution shall continue to have effect until express writtenenotici4 *its resctsse or edification has been received and recorded by the Financial Institution. Any and all prior resolutions adopted by the Elearct-b1-.51;alcarcbf the 6erpbial and certified to the Financial Institution as governing the operation of this corporation's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes. (3) The signature of an Agent on this resolution conclusive evidence of their authority to act on behalf of the faxper%.•Any Agent, so long as they act In a representative capacity as agents of the , s authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers inckcated on page one, from time to time with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing. Lf-c. (4) All transactions, if any, with respect to any deposits, withdrawals, redscounts and borrowings by or on behalf of the crerporationmilh the Financial Institution prior =kid:toof this resolution are hereby ratified, approved and confirmed. . 'The CaWtift (5) The a roes to the terms and conditions of any account agreement, properly opened by any Agent of the authorizes the Financial institution, at any time, to charge the Corporation for all checks, drafts, or other orders, for the payment of money, that are drawn on the Fintiavia6(Inetution, so long as they contain the required number of signatures for this purpose. (6) The C U,h.stknowledges and agrees that the Financial institution may furnish at its discretion automated access devices to Agents of the Corporation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automated access device" includes, but is not ji etim_d to, credit cards, automated teller machines (ATM), and debit cards. • (7) The Gerprialltacknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Corporation with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regard] s of py whom or by what means the facsimile signature y h o been affixed so long as it resembles the facsimile signature specimen on file. The frablhorizes each Agent to have custody of the Ge s's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed In writing. FOR FINANCIAL INSTITUTION USE ONLY Acknowledged and received on (date) by (initials) 0 This resolution is superseded by resolution dated . . Comments: O 19115. 1997 Panken SyMerns, Inc.. St. 094. MN From V10/99 (page 2 o72) EFTA00186438 MEMORANDUM TO: Nancy Bruno /1040 FROM: H. Loy Anderson, Jr. DATE: August 7, 2001 REF: Jeffrey Epstein Nancy, I am waiving the requirement for financial statements on the application for three corporate credit cards totaling $25,000 for Jeffrey's company NES, LLC issued in the names of Shannon Pascuzzi, Emmy Tayler and Jonitha Mackenzie which are being guaranteed by Mr. Epstein. EFTA00186439 DEPARTMENT OF THE ,REASURY INTERNAL REVENUE SERVICE HOLTSVILLE NY 00501 NES LLC EPSTEIN JEFFREY E SOLE MEMBER 457 MADISON AVE 4TH FLR NEW YORK NY 10022 DATE OF ,HIS NOTICE: 12-11-2000 NUMBER OF THIS NOTICE: CP 575 A EMPLOYER IDENTIFICATION NUMBER: FORM: SS-4 B F0 CALL US AT 1- OR WRITE TO THE ADDRESS SHOWN AT THE TOP LEFT. IF YOU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER (EIN) Thank you for your lisia pplication for Employer Identification Number (EIN). We assigned you . This EIN will identify your business account, tax returns, and documen s, even u have no employees. Please keep this notice in your permanent records. Use your complete name and EIN as shown above on all federal tax forms, payments, and related correspondence. If you use any variation in your name or EIN, it may cause a delay in processing, incorrect information in your account, or cause you to be assigned more than one EIN. Based on the information shown on your Form S5-4, you must file the following form(s) by the date we show. Form 941 01/31/2001 Form 940 01/31/2001 Your assigned tax classification is based on information obtained from your Form 55-4. It is not a legal determination of your tax classification and is not binding on the IRS. If you want a determination on your tax classification, you may seek a private letter ruling from the IRS under the procedures set forth in Rev. Proc. 98-01, 1998-1 I.R.H. 7 (or the superceding revenue procedure for the year at issue). If you need help in determining what your tax Year is, you can get Publication 538, Accounting Periods and Methods, at your local IRS office. If you h ' about the forms shown or the date they are due, you may call us at 1- or write to us at the address shown above. If you're required to deposit for employment taxes (Forms 941, 943, 940, 945, CT-1, or 1042), excise taxes (Form 720), or income taxes (Form 1120), we will send an initial supply of Federal Tax Deposit (FTD) coupon books within six weeks. You can use the enclosed coupons if you need to make a deposit before you receive your supply. Start your business off right - pay your taxes the easy way. Pay through the El ' eral Tax Payment System (EFTPS). For information about EFTPS , call 1- and request Publication 966, EFTPS Answers to the Most Commonly Asked Clues ions. EFTA00186440 State of New York Department of State J SS: I hereby tenth that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. DOS-1266 (5196) Witness my hand and seal of the Department of State on ........ a... pg NE 0 °a ce.) • t#600 •.:71 •AUG 1 7 MR Special Deputy Secretary of State EFTA00186441 ERVICE COMPANY : CT CORPORATION SYSTEM DEPARTMENT OF sn VISION OF CORPORATIONS AND STATE RECORDS FILING RECEIPT /TITY NAME : NES, LLC ALBANY. NY 12231-00e OCUMENT TYPE ARTICLES OF ORGANIZATION (DOM LLC) COUNTY: NEWY SERVICE CODE: 0/ ILED: 08/13/1998 DURATION: x******** CASH 4: 980213000438 FILM 4: 98081400041 DDRESS FOR PROCESS •........... EXIST DA1 .• _--- — OV NEW ---.—______-.- HE LLC /41' 08/13/199 EAST 7181 STREET LW YORK, NY 10021 ***4,•• : c') • • EGISTERED AGENT • • • : * * • vd IIS FILING .HAS AN ASSOCIATED Pala 611. THE NEWSPAPERS IN ITCH THIS PUSLICATIUN IS TO BE MAK ED BY THE COUNTY CLERK OF 1E COUNTY IN WHICH THE ENTITY'S OFFfElg. tip ? D. CONTACT THE RESPECTIVE. 0INTY CLERK FOR FURTHER INFORMATION. FILER FEES 210.00 PAYMENTS 210.0 ----- ---- LAUREN KWXNTNER FILING : 200.00 CASH : 0.0 457 MADISON AVENUE TAX 0.00 CHECK : 0.0 FOURTH FLOOR CERT 0.00 BILLED: 210.0 NEW YORK, NY 10022 COPIES : 10.00 HANDLING: 0.00 REFUND: e.e IS-1025 (11/89) EFTA00186442 . • AUG-,12-56 16:17 FROM: • In ••-• 2 3 7 18042 PACE 3/4 ARTICLES OF ORGANIZATION CT-07 OF (" NES, LLC 9 8 0 8 1 3000 Girl (Pursuant to Section 203 of the Limited Liability Company Law) The undersigned person, acting as an organizer of the limited liability company to be formed under the Limited Liability Company Law by the filing of these Articles, sets forth the following statements: FIRST: The name of the limited liability company is NES, LLC (the "Company"). ,SECOND: The county within the State of New York in which the office of the Company is to be located is the County of New York_ THIRD: The Company is not to have a specific date of dissolution in addition to the events of dissolution set forth in Section 701 of the Limited Liability Company Law. FOURTH: The Secretary of State of the State of New York is designated as agent of the Company upon whom process against it may be served. The post office address within the State of New York to which the Secretary of State of the State of New York shall mail a copy of any process against the Company served upon the Secretary of State is 9 East 71n Street, New York, New York 10021. Earn: The Company is to be managed by one or more members. SIXTH: There are no limitations on the authority of the members to bind the Company. IN WITNESS WHEREOF, I have signed this document on the date set forth below and do hereby affirm, under penalties of perjury, that the statements contained herein have been examined by me and are true and correct. Executed on this 12t day of August, 1998. Lauren Kwi er Organizer EFTA00186443 12-S6 161