EFTA00616777.txt

"the Settlor's wife, DEBRA M. BLACK"

"by trust agreement dated December 21, 2006 by and among LEON D. BLACK, as settlor... the BLACK 2006 FAMILY TRUST (the "Trust") was created"

"LEON D. BLACK, as settlor... and the Settlor and JOHN J. HANNAN ("JOHN", as trustees"

"JOHN J. HANNAN ("JOHN", as trustees... JOHN and RICHARD currently are the Independent Trustees"

"RICHARD RESSLER ("RICHARD") currently are the trustees, and JOHN and RICHARD currently are the Independent Trustees"

"the Settlor's spouse, DEBRA R. BLACK ("DEBRA")"

"the Settlor hereby designates JOHN SUYDAM and BARRY J. COHEN as trustees"

"the Settlor hereby designates JOHN SUYDAM and BARRY J. COHEN as trustees"

"U.S. TRUST COMPANY OF DELAWARE as directed trustee (hereinafter referred to as "Administrative Trustee")"

"the Settlor confirms that as of the date of execution of this Trust Agreement, the Settlor's spouse is DEBRA"

"Settlor's Children, BENJAMIN ELI BLACK"

"Settlor's Children... JOSHUA MAX BLACK"

"Settlor's Children... ALEXANDER SAMUEL BLACK"

"Settlor's Children... VICTORIA RACHEL BLACK"

"U.S. TRUST has been designated as the Administrative Trustee of the Trust held under Article II"

"U.S. TRUST is designated to serve as the Corporate Trustee of all Trusts"

"U.S. TRUST shall at all times be domiciled in the State of Delaware"

"the Trustees are authorized to make payments to the Primary Beneficiary on account of the Annual Amount"

"If more than one Trust is held under this Article for the benefit of the Primary Beneficiary"

"The Settlor may, at any time or from time to time, remove any Trustee of any Trust"

"DEBRA, if then living and not under a disability, may remove any Trustee of any Trust"

"any share of such Trust is payable to an issue of the Settlor"

"held in as many separate Trusts for the benefit of the Primary Beneficiary"

"the Trustees of such terminated Trust, in their sole discretion, shall direct"

"no distributions shall be made to the Primary Beneficiary in accordance with this section without the consent of the Corporate Trustee"

"The Independent Trustees of a Trust under Article III or Article IV may suspend or terminate the Primary Beneficiary's right to direct payment"

"The Settlor or any other Person may add property to any Trust (i) by lifetime transfers of additional property; (ii) by Will; (iii) by naming the Trus"

"the Independent Trustees, by unanimous consent of all of the Independent Trustees, may modify the terms of this Trust Agreement"

"the Settlor's transfers to the Trustees"

"U.S. TRUST is then designated as the Corporate Trustee of any Trust under Article III or IV"

"Any one or more of the Trustees may act as officer, partner, director, manager or senior employee of the Closely Held Entity"

"The Trustees may divide any Trust into two or more separate Trusts"

"the Settlor or DEBRA is the settlor"

"the Settlor or DEBRA is the settlor"

"the Settlor requests that the Independent Trustees give particular consideration to the likelihood that generation-skipping transfer taxes imposed on "

"the Trustees are authorized to make payments to the Primary Beneficiary on account of the Annual Amount based upon the lesser of (a) the value of the "

"The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of the Trust under Article II by substituting ther"

"The Trustees, in the exercise of their sole and absolute discretion, may invest in any type of property"

"the beneficiaries of a Trust at any particular time shall include only those Persons to whom current distributions from such Trust may be made"

"The Settlor intends that the Trustees shall have the sole and absolute discretion in determining what constitutes acceptable risk"

"The Settlor at any time or from time to time may borrow any portion of the Trust Fund of the Trust under Article II"

"The Non-Administrative Trustees of each Trust shall direct the Administrative Trustee of such Trust in the exercise of all powers with respect to the "

"designation of US TRUST COMPANY OF DELAWARE as Administrative Trustee"

"JOHN SUYDAM and BARRY J. COHEN as Trustees"

"JOHN SUYDAM and BARRY J. COHEN as Trustees"

"JOHN J. HANNAN, Independent Trustee"

"RICHARD RESSLER, Independent Trustee"

"the Trustees, as such, hold or acquire, directly or indirectly, an equity interest... in such Entity"

"the Administrative Trustee shall have the following exclusive duties which shall all be carried out in the State of Delaware"

"The Non-Administrative Trustees of each Trust shall have exclusive authority and responsibility for the investment and evaluation of the assets of suc"