EFTA01198523.pdf

ALL FAMILY ENTITIES ENTITY/OWNERS i PERSONS AUTHORIZED TO ACT - GOVERNING INSTRUMENTS PERSONS WITH DELEGATED AUTHORITY AUTHORITY GRANTED CURRENT ACTIVITIES ON BEHALF OF ENTITY AIF IV Management, Directors: Leon D. Black and Directors manage the company. Inc. John J. Hannan Shareholder: Leon D. Officers: Black President: Leon D. Black Vice Presidents: Andrew Africk, Marc Becker, Laurence Berg, Anthony Civale, Peter P. Copses, Tom Doria (also Assistant Controller). Stephanie Drescher. Barry Giarraputo, John J. Hannan, Joshua Harris, Andrew Jhawar, Scott Kleinman, Jessica Lommt Steve Martinez, Laurie Medley (also Assistant Secretary). Patricia Navis (also Assistant Secretary), Stanley Parker, Eric Press, Marc J. Rowan, Robert Seminara, Bruce Spector. Aaron Stone, John J. Suydam (also Secretary), Anthony Tortorelli (also Controller), Jordan Zaken and Eric Zinterhofer (as of January 16, 2007) AP Narrows LLC Note: Documents have not been signed yet. APOI Agreement Trustees: Barry J. Cohen, John J. Hannan and Richard Ressler Grantor: Leon D. Black 1 4/1/2015 6:42 PM EFTA01198523 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY APO2 Declaration Trustees: Barry J. Cohen. John J. Hannan and Richard Ressler Grantor: Leon D. Black APOI GRAT, APOI Trustee: Leon D. Black GRATs No. 2-7 Grantor: Leon D. Black ARSP, LLC Manager: Keith Fox Managers manage the company. Member: AS Holdings No officers appointed. Ltd. Artspace LLC Manager: Keith Fox Managers manage the company. Member: ARSP LLC No officers appointed. AS Holdings Ltd. Director: PASI LLC Board of Directors manages the company. Appointment of PASI LLC as Director of AS Holdings Member: PASI LLC Officers: Officers have the powers delegated to them by the Board. Ltd. accepted by Eileen President: Eileen Alexanderson (Authority?] Alexanderson Secretary: Codan Services Ltd. Avioneta Holdings Manager: unknown Note: We have no incorporation documents and no John J. Hannon signed a LLC documents setting forth the powers of the directors and Promissory Note dated Officers: officers. We are requesting these documents from John 8/31/11 as "President and a Members: unknown President: John J. Hannan Hannan. Member." The structure chart shows the members as Leon D. Black (50.1%) and Debra R. Black (49.9%). 2 4/1/2015 6:42 PM EFTA01198524 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY BJAV Marine Ltd. Director: Eileen Alexandersun Directors manage the company. Shareholder: Arcadia Officers: Officers have the powers delegated to them by the Nominees Ltd. Directors. Secretary: Arcadia Secretaries (nominee for Leon D. Black) Ltd. Benjamin Black 2010 Trustee: Leon D. Black Trust Administrative Trustee: US Settler. Benjamin Black Trust Company of Delaware Trust Advisor of the trust held under Article II: Debra R. Black Black Family 1997 Trustees: Debra R. Black, GST Tax-Exempt Barry J. Cohen, John H. Trust Hannan and Richard Ressler Settlor. Leon D. Black Black Family 2011 Trustees: Debra R. Black, Trust Barry J. Cohen, John J. Hannan ASB 2011 Trust BEB 2011 Trust Administrative Trustee: US JMB 2011 Trust Trust Company of Delaware VRB 2011 Trust Settler: Leon D. Black 3 4/1/2015 6:42 PM EFTA01198525 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY Black Family GP, LLC Manager: Leon D. Black John Hilderbrandt Managers have sole right to manage the business of the company. Member: Leon D. Officers: Black Officers have "full authority and power to act for and on Vice President: John Suydam behalf of the Company, as an authorized officer thereof, including, without limitation, the execution of documents and other instruments for and on behalf of the Company" and are authorized to "open, maintain, close and initiate transfers to and from any accounts, including, without limitation, commodities accounts, margin accounts and any other accounts with banks or brokers." Delco:Ilion. John Hildrebrandt is an "Authorized Person" is authorized pursuant to the LLC agreement with authority to open bank accounts and to prepare and execute in the name of the Company any documents necessary to open bank accounts. Black Family Limited Partners: General Partner manages the property. business and Partners, LP Leon D. Black affairs of the partnership. LBF Holdings LLC General Partner: Black Judah Investment Trusts K-O Family GP LLC Black Family 1997 Trust Leon D. Black Investment Trust A Trusts for each of the children u/a/d 11/30/92 Trusts for each of the children u/a/d 8/1/88 AIF IV Management, Inc. 4 4/1/2015 6:42 PM EFTA01198526 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY BV70 LLC Manager: Debra R. Black Eileen Managers manage the company. If more than one Alexanderson manager is serving, they must act unanimously. Member: Leon D. Officers: Black Andrew Messinger Officers have the powers delegated to them by the President: Debra R. Black Managers. Vice President: Leon D. Black Delegations. Each of Eileen Alexanderson and Andrew Secretary and Treasurer: Messinger is an "Authorized Person" pursuant to an Eileen Alexanderson Action of Manager dated 6/25/14 with authority to act in connection with purchasing or leasing real or personal property, banking, investment and administrative transactions, and any transactions necessary to implement any decision made by the Manager, and to act on the written or oral instructions of the Manager. Debra and Leon D. Trustee: Barry J. Cohen Black Insurance Trust (1992) Grantors: Debra Black and Leon D. Black Donalbane House Manager: Benjamin E. Black Eileen Managers manages the company. If more than one LLC Alexanderson manager is serving, they must act unanimously. Officers: Member: Benjamin Officers have the powers delegated to them by the President: Benjamin E. Black Black 2010 Trust Managers. Vice President: Debra R. Black Secretary and Treasurer: Delegation. Eileen Alexanderson is an "Authorized Eileen Alexanderson Person" pursuant to an Action of Manager dated 8/6/14 "with authority to act in connection with purchasing and leasing property (including 60 West 11'" Street), banking. investment, real estate and administrative transactions, and any transactions necessary to implement any decision made by the Manager, and to act on the written or oral instructions of the Manager. 5 4/1/2015 6:42 PM EFTA01198527 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY f ir i pith Productions, Inc. Note: We have no incorporation documents and no documents setting forth who the directors and officers are and what powers they have. Elysium Management Managing Directors: Leon D. If majority of the Managing Directors have approved, LLC Black, Brad Wechsler each Managing Director may take all actions on behalf of the company. No prior approval required if actions are Member: Leon D. Officers: purely ministerial and administrative in nature. Black President: Leon D. Black Officers may take any and all actions (including engaging Vice President: Debra R. Black in banking transactions, executing, delivering and Secretary and Treasurer: performing any and all contracts, agreements, certificate. Eileen Alexanderson undertakings or other documents or instruments) and do any and all things necessary, desirable, convenient or incidental to carry on the business and purposes of the Company. Friends Ventures Members: Leon D. Black and Eileen Members, acting unanimously, manage the company. LLC Ronald S. Lauder Alexanderson Delegation. Eileen Alexanderson is an "Authorized Members: Leon D. Person" pursuant to Resolution by Consent of the Black and Ronald S. Members 10/16/14 with authority to act in the name and Lauder on behalf of Friends Ventura "in connection with banking transactions." FTLOA Foundation Director: Leon D. Black Note: This Foundation is being dissolved now. Gandalf Trust Trustee: Leon D. Black Settlor: Alex Black 6 4/1/2015 6:42 PM EFTA01198528 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY a JMWT Acquisition Managing Member: Phaidon Managing Members manages the LLP and the investment LLP LLC of the LLP in Phaidon Press Ltd., but must consult with the other Members with respect to: changing the Members: Phaidon (as of 8/15/13 reorg) Accounts Date and any Financial Year, increasing or Global LLC and reducing total capital requirement, approving the Phaidon LLC Accounts for each Financial Year, changing the LLP's name, holding a meeting of the Members on short notice. admitting any person as a New Member, assignment of rights or obligations under the LLP agreement by the LLP or any Member or Former Member, sale, assignment. transfer or other disposal of capital or other interests in the LLP by any Member or Former Member. winding up or other insolvency-related steps. JMWT LLC Manager: Leon D. Black Managers manage the company. Member: Leon D. Black JMWT Ltd. Directors: Leon D. Black. Directors manage the company. Debra R. Black and Eileen Wholly owned Alexanderson subsidiary of JMWT Midco Ltd. JMWT Mideo Ltd. Directors: Leon D. Black and Note: We have no incorporation documents and no Eileen Alexanderson documents setting forth the powers of the directors. Wholly owned Directors are listed in the Report and Financial subsidiary of JMWT Statements for the period ended 30th June 2013. Topco Ltd. 7 4/1/2015 6:42 PM EFTA01198529 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY JMWT Topco Ltd. Directors: Leon D. Black and Note: We have no incorporation documents and no Eileen Alexanderson documents setting forth the powers of the directors. Wholly owned Directors are listed in the Report and Financial subsidiary of JMWT Statements for the period ended 30ih June 2013. Acquisition LLP Joshua Max Black Trustee: Leon D. Black 2011 Trust Administrative Trustee: US Settler. Joshua Black Trust Company of Delaware Trust Advisor of the trust held under Article II: Debra R. Black LBF Holdings, LLC Manager: Leon D. Black Manager manages the company. Member: APO1 Agreement LDB 2011 LLC Manager: Barry J. Cohen Eileen Managers manage the company. If there are two Alexanderson managers, they must act by unanimous consent. If there Members: BEB 2011 Officers: are more than two managers, they must act by majority. Trust, JMB 2011 Trust, President: John J. Hannan ASB 2011 Trust and Officers have the powers delegated to them by the VRB 2011 Trust Vice President: Richard Managers. Ressler Delegation. Eileen Alexanderson is an "Authorized Treasurer: Barry Cohen Person" pursuant to an Action of Manager dated 6/30/14 Secretary: Eileen with authority to act in connection with banking, Alexanderson investment and administrative transactions, including any transactions necessary to implement any decision made by the Managers and to act on the written or oral instructions of any one Manager. 8 4/1/2015 6:42 PM EFTA01198530 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY LDB 2014 LLC Manager: Barry J. Cohen Eileen Managers manage the company. Alexanderson Member: LDB 2011 Officers: Officers have the powers delegated to them by the LLC Managers. President: John J. Hannan Vice President: Richard Delegation. Eileen Alexanderson is an "Authorized Ressler Person" pursuant to an Action of Manager dated 6/5/14 with "authority to act in connection with banking, Treasurer: Barry J. Cohen investment and administrative transactions, including any Secretary: Eileen transactions necessary to implement any decision made Alexanderson by the Managers and to act on the written or oral instructions of any one Manager. LDB Foundation Directors: Leon D. Black, Jonathan Levine, Debra R. Black, Ralph Lerner Officers: President: Leon D. Black Treasurer and Secretary: Jonathan Levine Assistant Treasurer: Debra R. Black Assistant Secretary: Ralph Lerner LDB Warren Street, Manager: John J. Hannan Eileen Managers manage the company. LLC Alexanderson Delegation. Eileen Alexanderson is an "Authorized Person" pursuant to an Action of Manager dated 10/6/14 Member: APO2 with authority to act in connection with the purchase, sale Declaration or leasing of real or personal property (including the sale of Apartment #2350 at 101 Warren Street), banking, investment, real estate and administrative transactions. including transactions necessary to implement any decision made by the Manager and to act on the written or oral instructions of the Manager. 9 4/1/2015 6:42 PM EFTA01198531 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY i Leon Black 1999 Life Trustee: Norman Brownstein Note: To be dissolved. Insurance Trust 1 Grantor: Leon D. Black Leon Black 1999 Life Trustees: Insurance Trust 2 Barry J. Cohen John J. Hannan Grantor: Leon D. Black Richard Ressler Leon Black Family Directors: Leon D. Black, Foundation, Inc. Debra R. Black, John J. Hannan, Jonathan Levine, Barry J. Cohen, Anthony Ressler Officers: President: Leon D. Black Vice President: Debra R. Black Treasurer: Leon D. Black Secretary: Debra R. Black Lit Kit LLC Board of Managers: JMWT Board of Managers manages the company, but: "For so LLC and Judith Regan long as she remains CEO of the Company, Judith Regan Members: Phaidon shall be responsible for the day to day management of the Global LLC and Regan Officers: Company." Media, Inc. (which is wholly owned by Judith CEO: Judith Regan Governing documents contain lists of actions that Regan) managers can do alone, that require unanimous approval of members, that require approval of members holding a majority of Profits Interests, and that require approval of Judith Regan as long as she is CEO. Maybe in Moscow, Manager: Alexander Black Managers manage the company. If more than one LLC manager is serving, they must act unanimously. Member: Alexander Black 10 4/1/2015 6:42 PM EFTA01198532 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY Al Mallory Trust Trustees: Leon D. Black, Debra R. Black and Richard Settler. Debra R. Black Ressler NAR Investments Note: Documents have not been signed yet. LLC Narrows Holdings LLC is member managed. Diana Howard Members manage the company. LLC Delegation: Diana Howard is an "Authorized Person" Member: Leon D. pursuant to a Resolution by Consent of the Sole Member Black dated 10/7/14 with authority to sign art loan agreements and bailment agreements relating to art loans. Narrows Holdings II Manager: Leon D. Black Managers manage the company. LLC Member: Leon D. Black Noel Calb LLC LLC is member managed. Members manage the company. Member: Leon D. Black 11 4/1/2015 6:42 PM EFTA01198533 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY NY 70th Street CAM Manager: John J. Hannan Eileen Managers manage the company. If more than one LLC Alexanderson manager is serving, they must act unanimously. Officers: Members: Leon D. Rich Officers have the powers delegated to them by the President and Vice President: Black and NY 70th Managers. John J. Hannan Street LLC Secretary and Treasurer: Delegation. Eileen Alexanderson is an "Authorized (Capital Account Eileen Alexanderson Person" pursuant to an Action of Manager dated 9/4/14 Manager for NY 70th with authority in connection with purchasing real or Street LLC) personal property, banking, investment and administrative transactions, and any transactions necessary to implement any decision made by the Manager, and to act on the written or oral instructions of the Manager. Delegation. Rich is a an authorized person pursuant to an Action of Manager dated 9/4/14 with authority to act in connection with banking and administrative transactions not to exceed, in each instance, the sum of Fifty Thousand Dollars ($50,000). and any transaction necessary to implement any decision made by the Manager and to act on the written or oral instructions of the Manager. 12 4/1/2015 6:42 PM EFTA01198534 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY NY 70'h Street LLC Manager: John J. Hannan Eileen Managers manage the company. Alexanderson Member: APOI Officers: Officers have the powers delegated to them by the Agreement Managers. President: John J. Hannan (Nominee for Leon D. Vice President: Delegation. Eileen Alexanderson is an "Authorized Black and NY 70th Eileen Alexanderson Person" pursuant to an Action of Manager dated 6/12/14 Street LLC) with authority to act in connection with banking, Secretary: Richard Ressler investment, real estate and administrative transactions, Treasurer: Barry J. Cohen including execution of purchase and sales agreements and any transactions necessary to implement any decision made by the Managers and to act on the written or oral instructions of any one Manager. Second Delegation. Eileen Alexanderson is an "Authorized Person" pursuant to an Action of Manager dated 6/12/14 with authority to act in connection with banking, investment, real estate and administrative transactions, including execution of purchase and sales agreements (including the purchase ofan interest in 19 East 70 Street) with respect to any transactions necessary to implement any decision made by the Managers and to act on the written or oral instructions of any one Manager and with authority to exercise the powers of the Capital Account Manager with respect to any Capital Account created pursuant to a split purchase agreement between the Company and Leon D. Black in connection with the purchase of 19 East 70. Nominee Agreement dated 8/28/14: Leon D. Black and NY 70'h Street LLC authorize NY 70'h Street LLC as Nominee to hold title to 19 East 70th Street property and Nominee agrees to act solely as agent and on behalf of Leon D. Black and NY 70'h Street LLC as beneficial owners. 13 4/1/2015 6:42 PM EFTA01198535 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY Ali OFH LLC Manager: John J. Hannan Managers manage the company. If more than one manager is serving, they must act unanimously. Member: APO2 Declaration PASI, LLC Manager: Barry J. Cohen Managers manage the company. Appointment of PASI, LLC as Director of AS Holdings Member: APO.2 Ltd. accepted by Eileen Declaration Alexanderson (Authority?] PAT70 LLC Manager: Debra R. Black Eileen Managers manage the company. Alexanderson Member: Debra R. Officers: Officers have the powers delegated to them by the Black Managers. President: Debra R. Black Vice President: Debra R. Black Delegation. Eileen Alexanderson is an "Authorized Person" pursuant to an Action of Manager dated 6/25/14 Secretary and Treasurer: with authority to act in connection with leasing property. Eileen Alexanderson banking, investment, real estate and administrative transactions, and any transactions necessary to implement any decision made by the Manager. and to act on the written or oral instructions of the Manager. Pent Holdings, Inc. Director: Leon D. Black Note: We do not have the incorporation documents for Pent Holdings, Inc. or anything showing the powers of Shareholder: Leon D. Officers: the directors or officers. The identity of the directors and Black officers is based on an Action in writing without a President: Leon D. Black Meeting dated 2/26/93. Secretary: Debra R. Black Phaidon Global LLC Manager: JMWT LLC Managers manage the Company. Members: JMWT LLC Director: Leon D. Black (per Manager may appoint Officers and assign titles to them and PLB, LLC letter to board of JMWT and, unless the Manager decides othenvise, the Acquisition LLP dtd 12/18/14: appointment of an officer constitutes the delegation to no appointment document) such person of the authorities and duties that are normally associated with that office. 14 4/1/2015 6:42 PM EFTA01198536 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY I-__ Phaidon LLC Manager: JMWT LLC Managers manage the Company. Member: Phaidon Global LLC Directors manage the company. Directors must act by Phaidon Press Ltd. Directors: majority decision, and a majority decision is defined as a Shareholders: PLB decision with not more than one director dissenting. Keith Fox, John Murphy. LLC and JMWT LLC Andrew Price, Deborah Aaronson, Emilia Terragni, James Booth•Clibbom. Eileen Alexanderson Officers: CEO and Chairman: Keith Fox Secretary: Jonathan Whale PLB, LLC Manager: John J. Hannan Managers manage the Company. Members: APOI Officers (no assigned titles): Managers may appoint officers and assign titles to them Agreement. APO2 and, unless the Managers decide otherwise, the Declaration and Black John J. Hannan appointment of an officer constitutes the delegation to Family 1997 GST Trust Barry Cohen such person of the authorities and duties that are normally Debra Black associated with that office. 15 4/1/2015 6:42 PM EFTA01198537  ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY a Regan Arts LLC Board of Managers: Board of Managers manages the company. JMWT LLC and Judith Regan Member: Phaidon Any Manager, acting alone, is authorized to: (i) sign Global LLC Officers: contracts and obligations of the Company, (ii) endorse checks, drafts and other evidence of indebtedness made CEO and President: Judith payable to the Company, (iii) sign checks, drafts and Regan other evidences of indebtedness obligating the Company to pay money in an amount less than $.500,000, and (iv) take any other action in the ordinary course of business. Managers require approval of Member for: (i) execution of checks, drafts and other indebtedness obligating Company to pay more than $500,000, (ii) the incurrence of any indebtedness, (iii) execution of any agreement/transaction w/re: to any project that relates to the publishing of books, (iv) action or entering into agreement w/re: to proposed acquisition or disposal, (v) approval, amendments, modifications to Company's annual budget, (vi) any action materially outside the approved budget and (vii) any other action outside the ordinary course of business. Officers have the powers delegated to them by the Board of Managers. Rollo Tomasi Trust Trustee: Leon D. Black Settlor: Victoria Black 16 4/1/2015 6:42 PM EF