EFTA01374340.pdf

The Trustee shall continue to have all the powers herein vested in him until the final distribution of all property in his hands. FOURTH The Grantor authorizes and empowers the Trustee to sell, to continue or to liquidate, in whole or in part, the Trust's interest in any corporation, partnership, individual proprietorship or other business, subject, however, to the provisions of any stortrholders' Agreement or other Agreement with respect to such business which may be in force. Any such sale may be at a price and on tams or conditions which the Trustee in good faith considers fair and advisabk. Any such sale may be made to any one or more of the Grantor's business associates, any one or more employees of any business in which the Grantor may be engaged, and any one or more of the Grantor's relatives, even though said business associates, employees and relatives, or any.of them, may be a Trustee under this Agreement. The Grantor further authorizes and empowers the Trustee to acquire and to conduct any business of any kind, or any interest in any such business, in partnership, individual, corporate or other form, and to continue such business or interest therein as long as he may consider it advisable, and to enter into contracts, make expenditures and do all other acts which he may regard as necessary or proper in cormeetion with the acquisition and conduct of such business or interest therein. Such authority and power may be exercised notwithstanding the participation of one or more of the Trustees in such business in his individual capacity. The acquisition and conduct of such business or Interest therein shall be at the risk of the Trust acquiring or conducting such business or interest therein, and the Grantor hereby exonerates the Trustee from any personal loss or liability which he might otherwise incur by reason of the acquisition or conduct of such business or interest therein. The authority granted to the Trustee pursuant to this article shall be in addition to and not in limitation of the powers granted to him elsewhere in this Agreement. FIFTH The Grantor makes the following provisions with respect to the Trustee: 5 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068983 CONFIDENTIAL SDNY_GM_00215167 EFTA01374340