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5.081183S.00 I I EFTA00616778 WHEREAS, by trust agreement dated December 21, 2006 by and among LEON D. BLACK, as settlor (the "Settlor"), and the Settlor and JOHN J. HANNAN ("JOHN"), as trustees (the "Original Trust Agreement"), as amended on , 2012, the BLACK 2006 FAMILY TRUST (the "Trust") was cre
Trust Agreement and any of the Trusts, provided, however, that no modification shall violate any of the following prohibitions: (a) No portion of the Trust Fund of any Trust may be paid to or applied for the benefit of any individual other than a Beneficiary at any time while any Beneficiary is living, except as provide
nd New York State income tax purposes, as provided in Sections 671 to 679 of the Internal Reyenue Code. Under the terms of the Trust Agreement, the Settlor has the fight to aequirei 44-14 or-reequire trust property at any time (the "Substitution Power"). The provision of the Trust Agree_merusleating th
wer reads as follows: ctibr r "Reacquisiiion of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
") created an in-evocable trust (the "Trust- ) pursuant to a trust agreement (the "Trust Agreement") between the Trustees and the Settlor. A) ; The Settlor is deemed to own the Trust property for Federal and New York State 7-- - income tax purposes, as provided in Sections 671 to 679 of the Internal Re
titution Power reads as follows: "Reacquisition of Ti Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
"Substitution Power"). The provision of the Trust Agreement creating the Substitution Power reads as follows: "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an
ution Power reads as follows: "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
Settlor") created an irrevocable trust (the "Trust") pursuant to a trust agreement (the "Trust Agreement") between the Trustees and the Settlor. The Settlor is deemed to own the Trust property for Federal and New York State income tax purposes, as provided in Sections 671 to 679 of the Internal Revenue
tution Power reads as follows: "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
Settlor") created an irrevocable trust (the "Trust") pursuant to a trust agreement (the "Trust Agreement") between the Trustees and the Settlor. The Settlor is deemed to own the Trust property for Federal and New York State income tax purposes, as provided in Sections 671 to 679 of the Internal Revenue
tution Power reads as follows: "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
ution Power"). The provision of the Trust Agreement eating thejSubstitution Power reads as follows: Cala _.e "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an
r reads as follows: Cala _.e "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
ution Power"). The provision of the Trust Agreement eating thejSubstitution Power reads as follows: Cala _.e "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an
r reads as follows: Cala _.e "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
Settlor") created an irrevocable trust (the "Trust") pursuant to a trust agreement (the "Trust Agreement") between the Trustees and the Settlor. The Settlor is deemed to own the Trust property for Federal and New York State income tax purposes, as provided in Sections 671 to 679 of the Internal Revenue
tution Power reads as follows: "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
Settlor") created an irrevocable trust (the "Trust") pursuant to a trust agreement (the "Trust Agreement") between the Trustees and the Settlor. The Settlor is deemed to own the Trust property for Federal and New York State income tax purposes, as provided in Sections 671 to 679 of the Internal Revenue
tution Power reads as follows: "Reacquisition of Trust Assets. The Settlor at any time or from time to time may acquire or reacquire any portion of the Trust Fund of any Trust by substituting therefor other property of an equivalent value, valued on the date of substitution. Notwithstanding any other provision of this Tru
Entities connected to both Settlor and the Trust Fund of any Trust

Samantha Power
PERSONFederal and New York State
ORGANIZATIONthe "Substituted Property
ORGANIZATION
New York State
LOCATIONN.Y.2d 458
ORGANIZATIONRichman
PERSONMartin Weinberg
PERSONDepartment of Taxation and Finance
ORGANIZATIONBrookhaven
LOCATIONSubstitution Power
ORGANIZATIONReacquisition of Trust Assets
ORGANIZATIONthe Settlor's Substitution Power
ORGANIZATION
McGraw-Hill
ORGANIZATIONToscana
LOCATIONthe Trust Property
ORGANIZATIONMcGraw-Hill, Inc.
ORGANIZATION
Exchange
ORGANIZATIONToscano
ORGANIZATION
New York City
LOCATIONthe "Trust property'
ORGANIZATION