EFTA01087514.pdf

Dace US! 8937500v' I, LEON D. BLACK, of New York, New York, declare this to be my Will. I revoke all my prior Wills and Codicils. FIRST: A. Definitions. As used in this Will: 1. The words "the Code" shall mean "the Internal Revenue Code of 1986, as amended or replaced from time to time." 2. The words "Agreement Among Principals" shall mean the agreement dated July 13, 2007, by and between Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P., as it may be amended from time to time. 3. The name "DEBRA" refers to my wife DEBRA IL BLACK. 4. The term "my Fiduciaries" includes my Executors from time to time qualified and acting and any administrator e.t.a. from time to time qualified and acting, the terms "Fiduciaries," "Executor," and "Executors" include single or multiple fiduciaries as may be acting from time to time, and the term "my estate" includes my testamentary property. 5. The word "give," where applicable, includes "devise" and/or "bequeath," and the word "pay" (and variants thereof), where applicable, means "convey, transfer and pay" (and variants thereof). 6. The words "Grantor Retained Annuity Trust" shill mean any trust created by me, as Grantor, during my lifetime, wherein I retained a "qualified interest" and a "qualified annuity interest" within the meaning of Section 2702 (b) of the Code and Treasury Regulation §25.2702-3. 7. All references to the "LB REVOCABLE TRUST' shall mean and refer to the Trust Agreement dated as of August 15, 2013, by me, as Grantor and as Trustee (as said instrument may hereafter be amended and/or restated). EFTA01087514 DocN USI 8917500v% 8. The words "Qualified Charitable Organization" shall mean a corporation, organization or other entity, transfers to which are deductible for Federal income and estate tax purposes under Section 170(c) and Section 2055(a) of the Code. 9. The words "Residuary Estate" shall mean "all the rest, residue and remainder of my estate and property, of whatever kind or nature and wherever situate, other than property over which I have any power of appointment." 10. The words "this Will" and words of reference to this Will include any and all codicils hereto hereafter executed by me. B. Funeral and Medical Expenses. I direct my Executors to pay my funeral expenses and my final medical expenses as expenses of my estate. SECOND: Satisfaction of Pledges. I direct my Executors to satisfy all of my pledges to Qualified Charitable Organizations evidenced in writing that are due and payable upon my death. THIRD: GRAT Annuity. If any annuity amount and any income in excess of any annuity amount are paid to my estate pursuant to any Trust Agreement creating a Grantor Retained Annuity Trust, I bequeath such annuity amount and any income in excess of such annuity amount to the Trustees of the trust created under Clause EIGHTH of the LB REVOCABLE TRUST, if, and only if, DEBRA survives me. I direct that all receipts from the Trustees of any Grantor Retained Annuity Trust consisting of income or principal, for fiduciary accounting purposes under New York law, shall retain their character as income or principal, respectively, in the hands of the Trustees. 2 EFTA01087515 Dora USI 8937500v1 FOURTH: Residuary Estate. I devise and bequeath my Residuary Estate to the Trustees of the LB REVOCABLE TRUST, to be added to and disposed of as a part of the principal thereof. FIFTH: Payment of Death Taxes. A. All inheritance, succession, transfer and estate taxes (including foreign taxes, and any interest and penalties) payable by reason of my death in respect of (i) property passing under this Will, (ii) property passing under the LB REVOCABLE TRUST, (iii) any gift tax included in my gross estate under applicable law that was paid by me or is paid by my estate or the LB REVOCABLE TRUST with respect to gifts made by me (or by my spouse) during the three year period ending on the date of my death, (iv) any contributions to qualified state tuition programs included in my gross estate under Section 529(c) of the Code, and (v) any property includible in my gross estate by reason of Section 2044 of the Code (or any similar statute under state law relating to certain property for which the marital deduction was previously allowed) with an inclusion ratio of zero (for generation-skipping transfer tax purposes under Chapter 13 of the Code or any corresponding provision of State law), shall be paid by my Executors as follows: I direct my Executors to demand from time to time from the Trustee or Trustees of the LB REVOCABLE TRUST such amount or amounts as may be required to pay all such taxes as my Executors shall determine. The Trustees of the LB REVOCABLE TRUST, in turn, shall charge or apportion such taxes in accordance with the provisions governing that trust instrument, as amended from time to time. My Executors shall pay such taxes as if they were expenses of administration without apportionment or reimbursement from any beneficiary. B. All such inheritance, succession, transfer and estate taxes that are payable by reason of my death with respect to property passing outside of this Will (other than (i) property passing under the LB REVOCABLE TRUST, (ii) contributions to qualified state tuition programs included in my gross estate under Section 529(c) of the Code, and (iii) property 3 EFTA01087516 Dock USI 8937500v1 includible in my gross estate by reason of Section 2044 of the Code (or any similar statute under state law relating to certain property for which the marital deduction was previously allowed) with an inclusion ratio of zero (for generation-skipping transfer tax purposes)), shall be charged to and apportioned in accordance with New York law. C. Any generation-skipping transfer taxes imposed by Chapter 13 of the Code (or a corresponding provision of State law) on direct skips (as defined in said Chapter 13) taking effect at my death, other than a direct skip arising from a disclaimer or a direct skip from a trust, shall be paid by my Executors as if such taxes were expenses of administration, without reimbursement from any beneficiary. I intend that any generation-skipping transfer tax with respect to a direct skip arising from a disclaimer be paid from the property which is disclaimed, and any direct skip from a trust or a taxable termination (as defined in said Chapter 13) with respect to a trust be paid by the Trustees or Trustee of the trust from the property subject to such generation-skipping transfer tax. Any such tax with respect to a taxable distribution (as defined in said Chapter 13) shall be paid by the recipient of the distribution. SIXTH: Marital Deduction Provisions. A. I empower my Executors (other than DEBRA), in their sole and absolute discretion, to determine whether and to what extent to make an election pursuant to Section 2056(b)(7) of the Code, or any successor thereto. My Executors (other than DEBRA) may determine to make said election with respect to all or any part or none of the property passing under paragraph (B) of Clause SIXTH or Clause EIGHTH of the LB REVOCABLE TRUST, all in my Executors' complete discretion. I suggest to my Executors (other than DEBRA) by way of illustration and without limiting my Executors absolute authority, that my Executors consider in making said election not only the federal and state estate tax consequences for my estate but also the Federal and state estate and gift tax consequences for DEBRA which result from said election. The determination of my Executors (other than DEBRA) as to whether and to what extent to make said election shall be absolute and conclusive. My Executors shall not be held liable, responsible or accountable, in court or otherwise, to any beneficiary, for the 4 EFTA01087517 Doti! USI13937500vI consequences of the exercise, the manner of exercise or failure to exercise the power granted under this Article. B. Notwithstanding anything in this Will or the LB REVOCABLE TRUST to the contrary, any power, duty or discretionary authority granted to my Executors (other than the power to make elections permitted under any tax laws) shall be absolutely void to the extent that the right to exercise such power, duty or authority or the exercise thereof would in any way affect, jeopardize or cause the disallowance to the property passing pursuant to paragraph (B) of Clause SIXTH or Clause EIGHTH of the LB REVOCABLE TRUST all or any part of the tax benefit afforded by the marital deduction provisions of Section 2056 of the Code. SEVENTH: Executors. A. I name my wife DEBRA R. BLACK, BARRY J. COHEN, and RICHARD RESSLER as Executors of my estate. If BARRY J. COHEN fails to qualify or ceases to serve, JOHN J. HANNAN shall serve as Executor in his place. If RICHARD RESSLER fails to qualify or ceases to serve, ANTONY RESSLER shall serve as Executor in his place. B. BARRY J. COHEN is designated as the sole Executor who shall be empowered to act as my personal representative under the Agreement Among Principals, to carry out all duties assigned to a personal representative as provided in such Agreement. If BARRY J. COHEN fails to qualify or ceases to serve, JOHN J. HANNAN shall serve as my personal representative in his place. C. Subject to the designations in paragraph (A), each individual appointed herein or serving from time to time as an Executor (including each individual who may be appointed pursuant to this paragraph) may appoint any person or bank or trust company to serve as such individual's successor Executor. I also empower my Executors, acting unanimously if more than one is serving, to appoint any person or bank or trust company to serve forthwith as an additional Executor. Appointments shall be by duly acknowledged instrument filed with my Executors then in office. My such appointment of a successor to take effect in the future may 5 EFTA01087518 Dag USI 8937SOGvl be revoked by a duly acknowledged instrument in writing so filed by the person who made the appointment at any time before the successor qualifies, and any revoked appointment may be superseded by a new appointment. Notwithstanding the foregoing, no more than three (3) individual Executors and one (1) bank or trust company shall serve at any one time; and no appointment of a bank or trust company as an Executor shall be effective if a corporate fiduciary is already serving as Executor. D. 1. DEBRA R. BLACK shall not be entitled to receive any commission or compensation for her services as Executor hereof, but shall nevertheless be entitled to reimbursement for reasonable expenses. The qualification of DEBRA R. BLACK as an Executor shall be deemed an acceptance of this provision. 2. (a) Any individual serving as Executor hereunder (other than DEBRA R. BLACK) shall be entitled to receive compensation equal to the lesser of (i) the statutory commissions which a sole individual Executor would be entitled to receive under New York law as compensation for services rendered in acting as an Executor of my estate, and (ii) the sum of Five Hundred Thousand Dollars ($500,000) per year, as prorated for any partial year and as adjusted to reflect the increase (but not the decrease), if any, in the cost of living during the period between January 2013 and the first day of each taxable year of the estate; provided, however, that no individual shall be entitled to receive compensation for his or her services as Executor for a period greater than five (5) years following my date of death. (b) The foregoing increase in the cost of living, if any, shall be measured by reference to the percent change in the Consumer Price Index for All Urban Consumers (CPI-U) — the "all items" expenditure category, not seasonally adjusted — as published by the Bureau of Labor Statistics of the United States Department of Labor (the "Index"), or if the Index is discontinued, such other generally recognized inflation index as my Executors, in their discretion, select. (c) During the administration of my estate, the annual compensation payable to an individual Executor may be aggregated so that such individual may receive his or her compensation for a multi-year period as a lump sum, as such lump sum shall be prorated for any partial year of service. I confirm that an individual Executor shall not be 6 EFTA01087519 DocS USI 8937500v1 deemed to have waived his or her annual compensation simply by virtue of his or her failure to collect such compensation in a particular year. (d) The qualification of any individual as an Executor shall be deemed an acceptance of the foregoing provisions. 3. I confirm that after my death any individual serving as Executor of my estate and Trustee of the LB REVOCABLE TRUST during the administration of my estate will not receive separate compensation for each fiduciary role. Rather, such compensation during the administration of my estate shall be based on one set of fees (as set forth in this paragraph (C)) for the individual that is performing as both Executor and Trustee. I confirm that this limitation shall not impact the commissions to which an individual is entitled for serving as Trustee of any continuing trust under the LB REVOCABLE TRUST that is created upon my death pursuant to paragraphs (B) and (C) of Clause FOURTH, paragraph (B) of Clause SIXTH, and Clause EIGHTH thereof. 4. The individuals appointing any corporate Executor are authorized to determine the compensation to be paid to such corporate Executor (including in amounts great than amounts that would otherwise be authorized by law), and such compensation may be changed at any time by mutual agreement of the corporate Executor and the then acting individual co-Executors. E. Any and all decisions made by the Executors with respect to the disposition or administration of my estate shall be made by a majority vote of the Executors entitled to make such decisions (or by unanimous vote if only two such Executors are acting). F. I direct that no Executor, including any who is appointed under the provisions of this Article and regardless of the State of residence of such Executor, be required to give any bond or other security for any purpose in any jurisdiction, including any bond that would otherwise be required for the return of any commissions of an Executor. G. Any Executor may at any time resign by written instrument delivered to the co-Executor then in office, or if no co-Executor be in office, then to the Executor who may succeed such resigning Executor pursuant to the foregoing provisions of this Will. 7 EFTA01087520 Doca UM 8937500v1 H. All management and investment powers shall remain exercisable until distribution of my estate has been completed. I. The Executors, by written unanimous consent if more than one Executor is serving, may authorize any individual, including but not limited to, any of the Executors serving at any time, to perform ministerial acts on behalf of my estate once the Executors have reached a decision, including signing checks or instruments of transfer or giving instructions for the purchase or sale of securities or performing other ministerial acts on behalf of my estate. J. No one dealing with my Executors need inquire concerning the validity of anything done by them or upon their order. K. No Executor shall be required to render in court annual or periodic accounts. L. I direct that, in any proceeding relating to my estate, where a party to such a proceeding has the same interest as a person under a disability, it shall not be necessary to serve with process the person who is under a disability. M. In the event a legal action is brought against any individual serving as the Executor hereunder, all legal fees and related expenses incurred in connection with the defense of such legal action shall be paid by such Executor from estate assets or by the Trustees of the LB REVOCABLE TRUST, without court authorization; provided, however, that (a) no such payment shall (or shall continue to) be made if a court enters an order prohibiting such payment, and (b) such Executor shall refund to the estate or the Trustees of the LB REVOCABLE TRUST, as the case may be, any such payments that previously had been made if a court enters an order directing that such payments be refunded, or if a court concludes that such Executor failed to exercise reasonable care, diligence and prudence. N. No individual who is serving as Executor shall be liable for any loss or damage relating to the estate assets (including without limitation, any failure, depreciation or loss of investments by reason of any mistake or omission), unless such loss or damage was caused by such Executor's failure to exercise reasonable care, diligence and prudence. The individuals who are serving as Executors and each individual who is a former Executor shall be entitled to be indemnified out of the estate assets or the LB REVOCABLE TRUST against all expenses, liabilities, damages or losses, including (but not limited to) reasonable attorneys' fees 8 EFTA01087521 Dock USI 8937500v' and disbursements, claims, costs, judgments or any other type of loss or expenditure which they may incur as a result of their qualification as Executor, notwithstanding that such expenses, liabilities, damages or losses may result from a breach of duty by any Executor, unless such expense, liability, damage or loss was brought about by such Executor's failure to exercise reasonable care, diligence and prudence. EIGHTH: Fiduciary Administrative Powers. In the administration of my estate my Fiduciaries shall have all the authority, powers, privileges, discretion and immunities given by law to executors and trustees, including, without limitation, all the powers granted to fiduciaries in Section 11-1.1 of the New York Estates, Powers and Trusts Law ("EPTL"), as amended from time to time before my death and, if I am domiciled in New York State at my death, as amended from time to time thereafter. In addition to and in amplification of all the foregoing, I authorize my Fiduciaries, in their discretion, to exercise the following powers: A. To hold my estate or any part thereof invested in the same form of property (including, without limitation, residential, other real property and tangible personal property, with no duty to sell such property for the purpose of investing the proceeds thereof) in which they receive or find the same at the time of my death, and invest and reinvest my estate, or any part thereof, in any form of investment that they may determine (including, without limitation, broker-dealer firms, mutual funds, common trust funds or investment trusts), whether or not such investment is productive of income or speculative in nature, and without regard to any duty of diversification that may otherwise be prescribed by law. Notwithstanding the foregoing provisions of this paragraph, if DEBRA survives me, DEBRA shall have the right, by written notice, to require the Executors to convert any portion of my estate that is comprised of unproductive property into productive property within a reasonable time. B. To grant options for the sale of property for periods of any duration, to grant proxies and other powers of attorney, irrevocable or otherwise, in connection with any property or the sale thereof, to lease, for such periods (whether or not any such period extends beyond 9 EFTA01087522 Doci USI 8937500v1 any period prescribed by law), and to sell, on such terms and conditions and at such time or times as they determine, the whole or any portion or portions of any property, real or personal, that may at any time form part of my estate, whether the same be held in severalty or as tenant- in-common with others or in a partnership, syndicate or joint venture or otherwise, and release, transfer and convey any undivided interest in any such property for the purpose of effecting partition of the whole or any part thereof; and make, place, extend or renew mortgages, pledges, building loan agreements and/or building loan mortgages upon or affecting any and all such property; and make, execute and deliver such mortgages, pledges and agreements, together with bonds, notes or other instruments of indebtedness to accompany the same, and such extension or renewal agreements, as they determine; and also to repair, demolish, alter, reconstruct, maintain, build upon or improve any such property and on such terms and at such time or times as they determine, give and grant to others the right so to do, and/or agree in, or so modify, any lease affecting any such property that the lessee may alter, repair, demolish, reconstruct, build upon, maintain, improve, mortgage and pledge any such property; and generally to make, alter and modify all agreements, leases, mortgages, pledges, building loans, sales, exchanges, transfers and conveyances of or affecting any such property that they determine to be necessary, advisable or proper for the preservation, maintenance, improvement or enhancement in value of, or betterment of or addition to, such property. C. To amortize or refrain from amortizing premiums on bonds or other securities that they may purchase or receive; participate in voting trusts; and generally exercise, in respect of stocks and other securities, all rights, powers or privileges that may be lawfully exercised by any person owning similar property in his own right. D. To employ any investment counsel (and, subject to Section 11-1.7 of the EPTL give discretionary trading authority to such counsel without liability for investment losses resulting from the investment decisions made by such counsel), custodians, brokers, agents, accountants and attorneys that they may select (whether or not any of my Fiduciaries is, or is interested in, such investment counsel, custodian, broker, agent, accountant or attorney), and pay the fees and charges thereof out of income or principal or partly from each; and I direct that any of my Fiduciaries, or a partnership or corporation in which any of my Fiduciaries may be 10 EFTA01087523 Doti USI 8937500v1 interested or by which any of my Fiduciaries may be employed, may be retained in any such capacity and, in such event, any fees and charges that may be payable to such Fiduciary, or to any such partnership or corporation, shall be in addition to commissions or compensation otherwise allowable to such Fiduciary. Subject to Section 11-1.7 of the EPTL, and notwithstanding anything in Section 11-2.3 of the EPTL to the contrary, I direct that none of my Fiduciaries shall be liable for any loss or damage to my estate arising out of or resulting from any act or omission to act on the part of my Fiduciaries taken or based upon the opinion or recommendation of, or arising out of or resulting from the act or omission to act of, any such investment counsel, custodian, broker, agent, accountant or attorney employed by my Fiduciaries in good faith. E. To make distribution of shares of my estate or legacies, in kind or in cash, or partly in each, and, with respect to any distribution in kind, to make such distribution in kind in shares that may be composed differently, and to allocate to such shares or legacies equal or unequal and disproportionate undivided interests in specific property, without regard to the tax basis of any such property. F. To borrow money from any person, firm or corporation (including one or more of my Fiduciaries or a partnership or corporation in which any of my Fiduciaries may be interested or by which any of my Fiduciaries may be employed) for the purpose of meeting any and all charges against my estate or for any othcr purpose relating to the administration, preservation, investment, improvement or enhancement in value of my estate and, in connection with any such borrowing, to purchase securities on margin and pledge, hypothecate or mortgage any part or all of the assets of my estate. G. To carry on any business owned by me in whole or in part or in which I may be engaged at the time of my death, whether in corporate, partnership, limited liability company or other form, and to comply with all the terms and provisions of all agreements relating to any such business to which I may be a party; to succeed me as a member of any partnership, limited liability company or joint venture; to take such action with respect to any such business as they, in their discretion, deem advisable; to treat as income all distributions made by any partnership, limited liability company or joint venture (or such part as my Fiduciaries may deem 11 EFTA01087524 Doc/ US1 8937500v1 appropriate), derived from rent or receipts from its operations, even though a portion of any such distribution may be regarded as a return of capital for accounting purposes; to invest additional monies in, or make loans to, or guarantee loans to, any such business; and to sell or liquidate any such business or interest in such business. H. To (a) credit receipts to principal or income, or partly to each, and (b) charge expenses against principal or income, or partly against each, and apportion the same among the legacies, trusts and other funds, if any, created hereunder, and, with respect to wasting assets and property subject to depreciation, obsolescence or depletion, to establish and maintain such principal reserves out of income as they determine. If and at any time my Fiduciaries deem it appropriate to do so, they may treat part or all of the gain realized in the sale or other disposition of any asset of my estate as income of my estate. I. By instrument or instruments signed by all of my Fiduciaries qualified and acting as such at any time, to delegate, in whole or in part, to any one of themselves or any other individual or bank or trust company the authority and power (a) to sign checks, drafts or orders for the payment or withdrawal of funds, securities and other assets from any bank, brokerage, custody or other account in which funds, securities or other assets of my estate shall be deposited, (b) to endorse for sale, transfer or delivery, or sell, transfer or deliver, or purchase or otherwise acquire, any and all property, stocks, stock warrants, stock rights, options, bonds or other securities whatsoever, (c) to gain access to any safe deposit box or boxes in which my assets or assets of my estate may be located or which may be in the names of my Fiduciaries and remove part or all of the contents of any such safe deposit box or boxes and release and surrender the same, and (d) otherwise to effectuate any decision that my Fiduciaries may make with respect to my estate and the property thereof. No person or corporation acting in reliance on any such delegation shall be charged with notice of any revocation or change of such delegation unless such person or corporation receives actual notice thereof. J. 1. If any beneficiary of my estate, in the opinion of my Fiduciaries, is or becomes incapacitated (whether by reason of illness or other cause), in lieu of paying net income or principal or any legacy to such beneficiary as authorized or directed by this Will, in their discretion, to dispose of any part or all of the same in one or more of the following ways: 12 EFTA01087525 Don USI 8937500v1 (a) By making payment to a legally appointed guardian, committee or conservator of such beneficiary; (b) By making payment, on behalf of such beneficiary, to such beneficiary's attorney-in-fact under a durable power of attorney or to any person with whom such beneficiary resides or who has charge of his or her care; and/or (c) By application thereof directly for the use or benefit of such beneficiary. 2. Subject to applicable legal limitations, to dispose of any sum or property, including income, that any minor shall either be or become entitled to receive or that may be applied for his or her use or benefit under any provision of this Will by paying or delivering any part or all of such sum or property, at any time or times, (i) to either parent of such minor, (ii) to the guardian of the person or of the property of such minor, (iii) to any adult person with whom such minor resides, or (iv) to any bank or trust company or any adult person (who may be any of my Fiduciaries) to hold as custodian for such minor, until the age of twenty-one, under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, or any similar statute, of any jurisdiction. 3. To make any payment or application described in paragraph (a) hereof or any payment or delivery described in paragraph (b) hereof, without requiring any bond or other security for the payment, application or delivery so made; and the receipt for the amount of such payment or application, or for the property so delivered, shall be an absolute protection to my Fiduciaries and a complete release and discharge from all further accountability, responsibility and liability in respect of such payment, application or delivery and as to the disposition of such sum or property by the person or corporation to whom such payment or delivery is so made. K. To lend money to, or borrow money from, or purchase assets of any kind from, or sell property to, or exchange property with, any one or more of DEBRA and the 13 EFTA01087526 Dow, USI 8937500vI trustees of any trust, including, without limitation, any such trust created by me or DEBRA during life, and the executors of or trustees under DEBRA's Will, notwithstanding the fact that DEBRA may be one of my Fiduciaries or may be acting as the trustee of any such trust or as the Executor of my Will, and to do all of the foregoing without prior judicial approval. Any assets so purchased, sold or exchanged, the market value of which is not readily ascertainable, may, in my Fiduciaries' discretion, be purchased, sold or exchanged at the value thereof as finally determined for Federal estate tax purposes. L. To make, or refrain from making, elections and allocations permitted under any applicable income, estate, inheritance or generation-skipping transfer tax law without regard to the effect of any such election or allocation on the interest of any beneficiary of my estate, and/or to reimburse (or refrain from reimbursing) any beneficiary, out of the income of my estate, for any income taxes payable by such beneficiary with respect to any distribution of principal from my estate, and, if my Fiduciaries shall claim as income tax deductions any administration expenses chargeable to principal, to make or require, or refrain from making or requiring, the reimbursement to principal of the kind described in Section 11-1.2(a) of the ElPTL. M. At any time or times, without prior court approval but subject to applicable legal limitations, to move (or decline to move) all or part of the assets or the situs of administration of my estate from one jurisdiction to another jurisdiction and, in connection with such move, to elect (or decline to elect) that the laws of such other jurisdiction shall thereafter govern to such extent as may be necessary and appropriate, and upon such election the courts of such other jurisdiction shall have the power to effectuate the purposes of this Will to such extent. The determination of my Fiduciaries as to any such removal or change of situs, or election as to the applicability of law, may be made by them for any reason, including, without limitation, the convenience of my Fiduciaries or of the beneficiaries of my estate. N. To exercise all authority, powers, privileges and discretion conferred in this Article after the termination of any trust or other fund created under this Will and until all of the assets of such trust or fund are fully distributed. 14 EFTA01087527  IN WITNESS WHEREOF, I have to this, my Will, subscribed my name on oil- Ic„ 2013. SUBSCRIBED by the Testator in the presence and sight of us and each of us and at the same time declared by him to us and each of us to be his Will, and thereupon we, at his request and in his presence and sight d in tile presence and sight of each other, subscribe our names hereto as witnesses on(' 144 I 6 , 2013. 0..o.AAA residing at ) ` Cr ai teet-TaZt4_,. residing at 15 EFTA01087528 STATE OF NEW YORK ) : ss.• COUNTY OF NEW YORK ) We, the undersigned, being duly sworn, say: 1. We witnessed the execution of the foregoing Will, dated 90176er 14 , 2013, of the testator LEON D BLACK. Said testator subscribed said Will at the end thereof at 9 West 57th Street, New York, New York on 0 Ciro lcser 16 , 2013, in our presence and sight. At the time of making such subscription said testator declared the said instrument so subscribed by him to be his Will, and we thereupon signed our names as witnesses at the end of said instrument, at the request of said testator, and in his presence and sight, and in the presence and sight of each other. 2. In the opinion of each of the undersigned: A. The said testator at the time of so executing said instrument was over the age of 18 years, of sound mind, memory and understanding, and not under any restraint or in any respect incompetent to make a will. B. The said testator could read, write and converse in the English language and was suffering from no defect of sight, hearing or speech, or any other physical or mental impairment that would affect his capacity to make a valid will. The Will was executed as a single, original instrument and was not executed in counterparts. 3. Each of the undersigned was acquainted with said testator and we make this affidavit at the request of said testator. 4. The said instrument was executed by said testptor and each of the undersigned, as witnesses, under the supervision of ItIperf , who is an attorney-at-law licensed to practice in the State of New York. +14 / SwOm to before me this i cy - day of Ochs Le/ , 2013. JESSICA D. SOOJIAN Nolery Pubic. State of New Yak No 025O8165031 OtaiJibitill in Suffolk County Comical° Food In New Yolk County Commsion ExpotOS June 4. 2014 EFTA01087529  EFTA01087530 Will of LEON D. BLACK Dated: October / 4 , 2013 PAUL, WE1SS. RIFKIND, WHARTON 8 GARRISON LLP ATTORNEYS AT LAW 1285 AyeRuc ow THE AMERICAS. NEW YORK, NY 1001945064