EFTA00082441.pdf

FIRST AMENDMENT AND RESTATEMENT TO TRUST AGREEMENT FOR THE JEFFREY E. EPSTEIN 2001 TRUST ONE FIRST AMENDMENT AND RESTATEMENT TO TRUST AGREEMENT FOR THE JEFFREY E. EPSTEIN 2001 TRUST ONE, made and entered into this day of , 2012, by and between JEFFREY E. EPSTEIN, as Grantor ("Grantor") and DARREN K. INDYKE, JES STALEY and ANDREW FARKAS, as Trustees ("Trustee"). ACKNOWLEDGEMENTS A. On November 8, 2001, the Grantor entered into a Trust Agreement (referred to as the "Trust Agreement") with himself and JEFFREY A. SCHANTZ, as Trustees.. In Article FIFTEENTH of the Trust Agreement, the Grantor reserved the right to amend the Trust Agreement. The Trust Agreement has been amended from time to time. B. The Grantor desires to amend and restate the Trust Agreement in its entirety as follows: Article I During My Lifetime Section 1.1. - Disbursement of Income All of the income of the trust (the "Trust Estate") shall be paid to me, or accumulated or paid as I may direct in writing from time to time. Section 1.2. - Disbursement of Principal My Trustee may distribute any part or all of the principal of the Trust Estate to me in the discretion of my Trustee. Section 1.3. - Specific Rights Reserved to Me A. I reserve the right, at any time and from time to time, to amend this Agreement, in whole or in part, by a written instrument executed and acknowledged by me and my Trustee. B. I reserve the right to revoke and terminate the trust herein created by delivering to my Trustee a written instrument executed and acknowledged solely by me. C. I reserve the right to withdraw or appoint any part or all of the principal of the Trust Estate by delivering to my Trustee a written instrument executed and acknowledged solely by me. D. I reserve the right, at any time and from time to time, to transfer to my Trustee, by gift, by Will or by beneficiary designation, such additional property, including life insurance policies, as I may desire. Any such additional property shall be held on the same terms 2657997.1 GJ 000234 EFTA00082441 as are then applicable to the original Trust Estate, except that it may be transferred subject to conditions and provisions of special application to such additional property. Section 1.4. - Incapacity If I am incapacitated through illness, age or other cause (and am determined to be incapacitated in the written opinion of two medical doctors), during the period of such incapacity, I shall cease to act as a Trustee hereunder. If, after having been determined to be incapacitated, I thereafter am capable of giving prompt, intelligent consideration to financial matters (as determined in the written opinion of two medical doctors), I shall be restored as a Trustee without any court proceeding. Article II After My Death Section 2.1. - Payment of My Debts and of Taxes and Expenses My Trustee shall pay from the principal of the Trust Estate (a) my debts, funeral and burial expenses and the administration expenses of my probate estate which are not paid by the Personal Representative of my probate estate, and (b) the federal and state estate, inheritance, succession, generation skipping and similar taxes imposed by reason of my death which are the obligations of my Trustee (including any of such taxes which the Personal Representative of my probate estate directs my Trustee to pay by written direction delivered to my Trustee). For purposes of this Section 2.1, the principal of the Trust Estate shall not include (a) any assets which are not included in my Gross Estate or (b) any assets which are not subject to, or available to creditors for the payment of, my debts, my funeral and burial expenses or the administration expenses of my probate estate. Section 2.2. - Specific Bequests or Devises Under My Will If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable in cash or in kind in the discretion of the Personal Representative of my probate estate) provided in my Will, my Trustee shall pay such unpaid bequests from the principal of the Trust Estate. If my Will provided for a specific bequest or devise of specified assets and such bequest or devise could not be satisfied from my probate estate because such assets were held by my Trustee at my death, my Trustee shall distribute such assets to satisfy such bequest or devise. Section 2.3. - Bequests A. I make the following bequests: 1. Twenty Million Dollars ($20,000,000) to The Jeffrey E. Epstein 2001 Trust Two, as amended from time to time, and as amended and restated contemporaneously with the execution of this Trust One and as the same may be amended from time to time, to be held in accordance with the provisions of Trust Two. 2. Five Million Dollars ($5,000,000) and my interest in KCAC to DARREN K. INDYKE, if he survives me. G.1_000235 EFTA00082442  3. I forgive any loans which I made to the following individuals: a) JEAN LUC BRUNEL b) GADDO CARDINI c) GEORGE DELSON d) MARK EPSTEIN e) LUCIANO A. FONTANILLA, JR. f) ROSALYN V. FONTANILLA g) ROBERT GOLD h) ROBERT GOODMAN i) EMAD HANNA j) DARREN K. INDYKE k) DAVID LAMPERT 1) m) n) o) ALBERTO PINTO p) STEVEN VICTOR 4. I give to if she survives me, in a separate trust, the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in all apartments, improvements, fixtures, furniture and furnishings located in the building known and referred to as 22 Avenue Foch, 75016, Paris, France. The interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on the 5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by SCI JEP, a French company of which I own 999 of the 1,000 outstanding shares. In addition, I give to this separate trust for the benefit of , if she survives me, the sum of One Million Dollars ($1,000,000) to pay for the operating expenses for the apartments. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. 5. I give to if she survives me, in a separate trust, the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in the property, improvements, fixtures, furniture and furnishings located at, and known an cl,tefezniw r u_uu EFTA00082443  of as 9 East 71st Street, New York, New York 10021. My interest consists of 10,000 shares common stock of Maple, Inc., a United States Virgin Islands corporationwhich holds le al title to the same. In addition, I give to this separate trust for the benefit of EIM if she survives me, the sum of Four Million Dollars ($4,000,000) to pay for the operating expenses for the property. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities and general maintenance and repairs. 6. I give to if she survives me, in a separate trust, in the the provisions of which are set forth in Section 3.1 of Article III below, all of my interest property, improvements, fixtures, furniture, furnishings, permits and other rights of and Little pertaining to that certain cay in the United States Virgin Islands known and referred to as Inc., a St. James Island. My interest consists of 10,000 shares of common stock of Nautilus, United States Virgin Islands corporation, which holds legal title to said cay, the improveme nts, fixtures, furniture and furnishings thereon, and which also owns 100% of the interest of L.S.J., LLC, a Delaware limited liability company that holds certain permits and rights pertaining to the im rovements on said cay. In addition, I give to this separate trust for the benefit of if she survives me, the sum of Four Million Dollars ($4,000,000) to pay for the operating expenses for the cay. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities and general maintenance and repairs. 7. I give to if she survives me, in a separate trust, the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in the property, leases, rights, improvements, fixtures, furniture and furnishings comprising Zorro Ranch located at 49 Zorro Ranch Road, Stanley, New Mexico 87056. My interest consists of 10,000 shares of common stock of Cypress, Inc., a United States Virgin Islands corporal" • addition, I give to this separate trust for the benefit o if she survives me, the sum of Three Million Dollars ($3,000,000) to pay for the operating expenses for the property. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities and general maintenance and repairs. 8. I give to if she survives me, in a separate trust, the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in the to property, improvements, fixtures, furniture and furnishings located at, and known and referred as 358 El Brillo Way, Palm Beach, Florida. My interest consists of 10,000 shares of common stock of Laurel, Inc., a United States Virgin Islands corporatio to the same. In addition, I give to this separate trust for the benefit of f she survives me, the sum of One Million Dollars ($1,000,000) to pay or e operating enses for the property. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities and general maintenance and repairs. Section 2.4. - Balance of Trust Estate The balance of the Trust Estate, after the distributions provided in Sections 2.1, 2.2 and 2.3, shall be distributed as follows: GJ 000237 EFTA00082444  none o urvives me, to s e survives me, in a separate trust, e provisions of which are set ort in Section 3.2 of Article III below. B. Fifty percent (50%) thereof or all thereof if does not survive me in a ual shares to those of who survive me, in separate trusts, the provisions of w lc t are setforth in ection . o rude Ill below. Article III Section 3.1. - Residence Trusts. Any property directed to be held for a beneficiary pursuant to the provisions of this Section 3.1 of Article III shall be administered as follows: 1. The Beneficiary shall have the right to occupy the residence or residences held by the trust and to use the tangible personal property located in the residence for her lifetime. 2. My Trustee, in his sole discretion, may pay any part or all of the income, and if income is insufficient, the principal of the trust (a) to pay the operating expenses of the property held by the trust and (b) for any other purpose my Trustee considers advisable. Any income not so paid shall annually be added to the principal of the trust. 3. Upon the death of the Beneficiary, the Trustees should use their best efforts to sell the trust property and the tangible personal property within two (2) years of the Beneficiary's death and only in extraordinary circumstances should the property not be sold within two (2) years of the Beneficiary's death.. 4. Upon the death of the Beneficiary, the Trustee shall distribute the remaining principal of the trust (i.e., the proceeds from the sale of the trust assets) to any one or more persons selected by the Trustee, in his discretion, other than themselves, members of their respective families, their estates, their creditors or the creditors of their estates. It is the Grantor's intention that the Trustee consider, but is not required to follow, the wishes of the Beneficiary in making a determination as to the distribution of the remaining principal of the trust. Section 3.2. - Residuary Trusts. Any property directed to be held pursuant to the provisions of this Section 3.2 of Article III shall be distributed as follows: 1. Annually, the Trustees shall distribute a minimum of Three Million Dollars ($3,000,000) and a maximum of Five Million Dollars ($5,000,000) to the Beneficiary out of the income of the trust, and, to the extent income is insufficient, the principal of the trust, unless the Trustees vote unanimously (a) to decrease the Three Million Dollars ($3,000,000) GJ 000238 EFTA00082445 annual distribution or to eliminate any annual distribution for that year or (b) to increase the Five Million Dollars ($5,000,000) annual distribution for that year. 2. In addition, the Trustees may, in their discretion, use the income and to the extent income is insufficient, the principal of the trust for the operating expenses of any of the property held for the Beneficiary pursuant to Section 3.1 of Article III, if the assets in the trust held pursuant to Section 3.1 are insufficient to pay for such expenses. 3. Upon the death of the Beneficiary, the Trustees shall distribute the remaining principal of the trust to any one or more persons selected by the Trustees, in their discretion, other than themselves, members of their respective families, their estates, their creditors or the creditors of their estates. It is the Grantor's intention that the Trustees consider, but are not required to follow, the wishes of the Beneficiary in making a determination as to the distribution of the remaining principal of the trust. Article IV Trust Termination If at any time my Trustee determines that it is uneconomic to continue any trust with respect to which such Trustee is acting hereunder, my Trustee may terminate such trust and distribute the trust assets, in such amounts and proportions as such Trustee may determine, to the person or persons to whom income may be distributed. Article V Trust Administration Section 5.1. - Exercise of Discretionary Powers Except as hereinbefore specifically provided, in connection with the exercise of a discretionary power to distribute income or principal to any person, there shall be no requirement to take into account such person's other income or capital resources, the interest of such person in any other fund or the duty of anyone to support such person, although these factors may be taken into account. Section 5.2. - Discretionary Distributions Any discretionary payment from any trust hereunder shall be charged against such trust as a whole, and shall not be charged against the individual share of any person at any time. Section 5.3. - Allocation of Assets A. For each distribution, partial distribution, allocation, or division of assets into shares or trusts involving a fraction, my Trustee shall apply such fraction to the fair market value of the relevant assets on the date of such distribution, allocation, or division, whichever first occurs. My Trustee shall appropriately adjust such fraction to reflect the effect of any partial distributions, allocations, or divisions, taking into account the fair market value as of the date of distribution, allocation, or division, whichever first occurred, of the assets so distributed, allocated, or divided. 2657997.1 GJ 000239 6 EFTA00082446  B. My Trustee shall value any assets distribu satisfy (in whole or in part) a pecuniary dist ted, allocated, or dividtNi to ribution at the fair market value of such asse date of such distribution, allocation, or divi ts on the sion, whichever first occurs. Section 5.4. - Accounting Allocati ons A. Except as otherwise specifically provided provided in Paragraph B of this Section 5.4, in this Agreement and except as my Trustee shall allocate receipts and disb in accordance with sound trust accounti ursements ng principles and has discretion to allocate rece disbursements when, in the judgment of my ipts and Trustee, the treatment is uncertain under app laws or generally accepted accounting prin licable ciples. B. Except as otherwise specifically provided in shall not treat any part of the principal this Agreement, my Trustee amount of the proceeds of sale of any asset of income distributable to or for the benefit any trust as of any beneficiary entitled to distributions provided, however, that my Trustee shall of income; treat a portion of any proceeds of sale of instrument originally issued or acquired any financial at a discount equal to the amount which (1) previously been characterized as ordinary has income for income tax purposes or (2) characterized as ordinary income for will be income tax purposes in the year of such sale trust accounting purposes. , as income for Section 5.5. - Spendthrift Provision During the term of any trust hereunder, no money or other assets (either principal or income) payable or distributable under the provisions of this Agreement shall be pled assigned, transferred, given, conveyed, ged, hypothecated, sold, anticipated, charged, or by any of the beneficiaries hereunder, nor encu mbered shall the income and principal of any trus the possession of my Trustee, be liable t, while in for any debts, contracts, obligations, or und such beneficiaries, voluntary or involuntary, ertakings of or for any claims or judgments against any beneficiary, including claims for alimony or for the support of any beneficiary's spo children, or for reimbursement of a fede use or ral, state or local government, or any agency federal, state, or local government, for of any the support of any beneficiary hereunder, prio such money or assets are actually paid r to the time or distributed to such beneficiary. Any atte assignment, transfer, gift, conveyance, mpted pledge, hypothecation, anticipation, charge, or encumb any money or assets (either income or prin rance of cipal) payable or distributable under the prov this Agreement by any of the beneficiarie isions of s hereunder prior to the time such money actually paid or distributed to such ben or assets are eficiary shall be null and void and shall not by my Trustee. This Section 5.5 shall not be recognized apply to me. Section 5.6. - Limitation on Distrib utions Notwithstanding any other provision of this Agreement, no discretionary distribution of income or principal of any trust hereund er shall be applied to pay for medical care, resi facilities, or any other care or service that dential would otherwise be provided for any benefic hereunder by any federal, state, or other gov iary ernmental agency; and no such discretionary distribution of income or principal shal l be made for reimbursement for any such care or services previously provided. Before mak , facilities ing any discretionary payment to or for the benefit GJ_000240 EFTA00082447  of any such beneficiary hereunder, my Trugee snail corSder the rm.> may be entitled to receive from any governmental agency for such care, facilities, or services. If such amounts are available, discretionary distributions of income and principal from any trust hereunder shall be made only to supplement such amounts, and to provide liberally for needs and comforts over and above the basic maintenance, suppo rt, and medical care that may be paid for by any such agency. Section 5.7. - Division and Combination of Trusts A. For any administrative, tax or other purpose determined by my Truste be in the best interests of any beneficiary (including any remai e to nderman) hereunder, my Trustee may at any time and from time to time (whether before or after funding), without approval of any court, divide any trust under this Agreement into two or more separate trusts or combine two or more trusts with substantially identical terms (whether or not such trusts resulted from division of a prior trust). B. If property is directed to be added to any trust hereunder (the "Orig Trust"), whether by the terms of this Agreement, any other inal Agreement or the Will of any person, my Trustee may hold such property as one or more separate trusts on terms identical to the terms of the Original Trust. My Trustee may allocate such property among the separate trusts (if any) into which the Original Trust was divided, whether or not pro-ra ta, using specific assets or undivided interests therein (including allocation of all such property to one of such separate trusts). C. Any time during the existence of separate trusts created by divisi trust hereunder, my Trustee may exercise all discretionary on of a powers differently with respect to the separate trusts and take all other actions consistent with such trusts being separate entities. Furthermore, the holder of any power of appointment with respec t to such separate trusts may exercise such power differently with respect to each such trust. Section 5.8. - Consolidation of Trusts If at any time after my death there is in existence a trust under my Will or any trust agreement created by me having identical beneficiaries and substantially the same terms as any trust under this Agreement, my Trustee may terminate the trust hereunder and transfer the assets thereof to the Trustee of such other trust, to be administere d by the Trustee thereof. Different termination dates under the applicable Rule Against Perpe tuities shall not be deemed a difference in the terms of such trusts, but the portion of the trust repres enting the transferred assets shall retain the same termination date as the original trust. Section 5.9. - Termination of Trusts Notwithstanding anything herein, any trust created hereunder for any perso terminated earlier) terminate upon the day preceding the expira n shall (unless tion of the maximum period permitted under the United States Virgin Islands Rule Against Perpetuities, for the vesting of an interest in a trust and upon such date the assets of such trust shall be distributed to such person. GJ 000241 EFTA00082448  Section 5.10. - Equitable Adj ustment If my Trustee decides to exercise or not exer cise any fiduciary power granted by this Agreement or by law (including, without limitation, any election available to my Tru the exercise or nonexercise of such pow stee) and er confers a benefit on one beneficiary or clas beneficiaries hereunder and imposes s of a detriment upon another beneficiary or clas beneficiaries hereunder, my Trustee shall s of not attempt to restore the interests of the or classes of beneficiaries to the position othe beneficiaries rwise contemplated by this Agreement thro adjustment between income and principa ugh l or otherwise. Section 5.11. - Lapsed Distribution Except as otherwise specifically provided to an individual who is not surv in this Agreement, a provision for distribu iving at the date such individual otherwise beco tion such distribution shall lapse notwithstand mes elig ible for ing any law to the contrary. Section 5.12. - Notice Any notice required hereunder shall be delivered personally or sent by first class certified mail addressed to the last known or address of the intended recipient. Section 5.13. - Termination of Tru st An instrument in writing completely revoking this Agreement shall, without delivery to my Trustee, completely term more, upon inate all of my Trustee's right, title, and inte life insurance proceeds, death benefits, rest to any pension, profit sharing, or other retirement any other assets otherwise payable to my benefits or Trustee. Article VI Powers of Trustee Section 6.1. - Exercise of Judgment and Powers The Trustee of a trust has the entire care and Trustee has the power to do everything custody of all assets of such trust. My my Trustee in good faith deems advisable necessity of any judicial authorization or app without roval, even though but for this power it be authorized or appropriate for fiduciaries und would not er any statutory or other rule of law. shall exercise my Trustee's best judgmen My Trustee t and discretion for what my Trustee beli the best interests of such trust and the ben eves to be in eficiaries of such trust. If more than two empowered to participate in the decision to Trustees are exercise or not exercise any fiduciary pow by this Agreement or by law, a majority er granted of such Trustees shall be empowered to decision. make such Section 6.2. - Compensation of My Trustee My Trustee shall be entitled to reasonable hereunder. My Trustee shall be reim compensation for services performed bursed for all costs, expenses, charges, and liab incurred or paid in respect thereto, includin ilities g fees and expenses of counsel or any othe hired by my Trustee, and my Trustee shal r agents l not be liable therefor individually. My Tru stee has 2657997.1 GJ 000242 . 9 EFTA00082449  discretion to pa) tar... — obtaining judicial authorization or approsat Section 6.3. - General Investment Powers A. Except as otherwise provided in this Agreement, my Trustee has the power with respect to such trust: B. To enter upon and take possession of the assets of such trust and collect the income and profits from such assets, and to invest and reinvest such assets in real, personal, or mixed assets (including the common trust funds of a corporate fiduciary) or in undivided interests therein without being limited by any present or future investment laws; C. To retain all or any part of the assets of such trust (without regard to the proportion that any one asset or class of assets may bear to the whole) in the form in which such assets were received or acquired by my Trustee; D. To sell or dispose of, exchange, transfer, invest, or loan all or any part of the assets of such trust which my Trustee holds, at any time, for such sums or upon such terms as to payment, security, or otherwise as my Trustee determines, either by public or private transactions; E. To buy and sell options, warrants, puts, calls or other rights to purchase or sell (collectively called "options") relating to any security or securities, regardless of whether such security or securities are then held by my Trustee, and whether such options are purchased or sold on a national securities exchange, and to exercise with respect to such options all powers which an individual owner thereof could exercise, including, without limitation, the right to allow the same to expire; F. With respect to oil, natural gas, minerals, and all other natural resources and rights to and interests therein (together with all equipment pertaining thereto) including, without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and gas interests of any character, whether owned in fee, as lessee, lessor, licensee, concessionaire or otherwise, or alone or jointly with others as partner, joint tenant, or joint venturer in any other noncorporate manner, (1) to make oil, gas and mineral leases or subleases; (2) to pay delay rentals, lease bonuses, royalties, overriding royalties, taxes, assessments, and all other charges; (3) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or all of such rights and interests; (4) to surrender or abandon, with or without consideration, any or all of such rights and interests; (5) to make farm-out, pooling, and unitization agreements; (6) to make reservations or impose conditions on the transfer of any such rights or interests; (7) to employ the most advantageous business form in which properly to exploit such rights and interests, whether as corporations, partnerships, limited partnerships, mining partnerships, joint ventures, co- tenancies, or otherwise exploit any and all such rights and interests; (8) to produce, process, sell or exchange all products recovered through the exploitation of such rights and interests, and to enter into contracts and agreements for or in respect of the installation or operation of absorption, reprocessing or other processing plants; (9) to carry any or all such interests in the name or names of a nominee or nominees; (I 0) to delegate, to the extent permitted by law, any or all of 2657997.1 10 GJ 000243 EFTA00082450 the pcitxers set .f.arr..., zer_it 1). ar .:gentur , sza _ • az =wag office space, buy or lease office equipments own= and pay fat pea saraelts a athea_ procure appraisals, and generally to conduct and engage in say and all ashilizs lunitas, foregoing powers, with full power to borrow and pledge in order to finance such activities: together with the power to allocate between principal and income any net proceeds received as consideration, whether as royalties or otherwise, for the permanent severance from lands of oil, natural gas, minerals, and all other natural resources; G. To hold all or any part of the assets of such trust in cash or in bank accounts without the necessity of investing the same; of such trust; H. To improve, repair, partition, plat, or subdivide all or any part of the assets to litigate, defend, compromise, settle, abandon, or submit to arbitration on such terms and conditions as my Trustee determines any claims in favor of or against such trust or the assets of such trust; i. To loan or borrow money in such amounts and upon such terms and conditions as my Trustee determines, assume such obligations or give such guarantees as my Trustee determines, for the purpose of the acquisition, improvement, protection, retention, or preservation of the assets of such trust, or for the benefit of any of the beneficiaries who are entitled or permitted to receive income from such trust; J. To create or invest in any entity with all or part of the assets of such trust and to carry on for as long and in such manner as my Trustee determines any business enterprise held or created by my Trustee or in which I owned any interest at my death, either individually or as a partner, joint venturer, stockholder, trust beneficiary, or member, to sell such business enterprise as an ongoing business; to consolidate, merge, encumber, dissolve, liquidate or undertake any other extraordinary corporate transaction relating to such business enterprise; K. To vote in person or by proxy any and all stock or securities and to become a party to any voting trusts, reorganization, consolidation, or other capital or debt readjustment of any corporation, association, partnership, limited liability partnership, limited liability company, or individual with respect to stocks, securities, or debts held by such trust; L. To enter into any good faith transactions with my Trustee individually or with any corporation, partnership, limited liability partnership, limited liability company, or other entity in which my Trustee has an ownership interest; M. To purchase from my estate any stocks, bonds, securities, real or personal property, or other assets, or make loans to my estate even though the same person or persons occupy the office of my Trustee and the office of the Personal Representative of my estate; N. To lease, mortgage, pledge, grant a security interest in, or otherwise encumber all or any part of the assets of such trust for any term of years whether or not beyond the term of such trust (including, without limitation, any such action for the benefit of any of the beneficiaries of such trust); 2657997.1 1I GJ 000244 EFTA00082451  ..scumazt. nrj, pitioare..auk garpatsnmiCiiinalm time met worthless or not of sufficient value to warrant beepingor ptionecilig ffEnsfatman= of taxes, water rents or assessments and to forego making repairs, maintaining or keeping up zit" such property; and to permit such property to be lost by tax sale or other proceedings or to convey any such property for a nominal consideration or without consideration so as to prevent the imposition of any liability by reason of the continued ownership thereof; P. To elect the mode of distribution of the proceeds from any profit-sharing plan, pension plan, employee benefit plan, individual retirement plan, insurance contract, or annuity contract pursuant to the terms of such plan or to change to another custodian of such plan; Q. To conduct any audit, assessment, or investigation with respect to any asset of such trust regarding compliance with any law or regulation having as its object protection of public health, natural resources, or the environment (referred to as "Environmental Laws"); to pay from the assets of such trust to remedy any failure to comply with any Environmental Law (even to the exhaustion of all of the assets of such trust); and, as may be required in my Trustee's judgment by any Environmental Law, to notify any governmental authority of any past, present, or future non-compliance with any Environmental Law; and R. To refuse to accept any asset distributable to such trust. S. No trustee shall directly or indirectly buy or sell any property for the trust from or to himself, or from or to his relative, employer, employee, partner or other business associate. T. No trustee shall as trustee of one trust sell property to himself as trustee of another trust. U. No trustee shall lend trust funds to himself, or to his relative, employer, employee, partner, or other business associate. Section 6.4. - Administrative Powers Except as otherwise provided in this Agreement, my Trustee has the power with respect to each trust: A. To employ agents, attorneys-at-law, consultants, investment advisers (to whom my Trustee has discretion to delegate my Trustee's investment authority and responsibility), other trustees and other fiduciaries in the administration of my Trustee's duties, to delegate to such persons, or to one or more of my Trustees, the custody, control, or management of any part of the assets of such trust as my Trustee determines and to pay for such services from the assets of such trust, without obtaining judicial authorization or approval; B. To delegate, in whole or in part, to any person or persons the authority and power to (I) 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 G.1_000245 EFTA00082452  C at!! I.CtIV-ICUIL7 ca _ appointment exercisable in such bete6cim?'s °Laid wpm ai stria =Isl. =p m= rc: terms and conditions as my Trustee determines, by written notice to such beneficiary; to eliminate any such power of appointment by written notice to the beneficiary; and to irrevocably release the power under this paragraph to give a power of appoi ntment or to eliminate a power of appointment; K. To renounce and disclaim, in whole or in part, and in accordance with applicable law, any assets, interests, rights, or powers (inclu ding any power of appointment) which are payable to (or exercisable by) such trust or over which my Trustee has any right, title, interest, or power; and L. To make, execute, and deliver any and all such instruments in writin shall be necessary or proper to carry out any power, right, duty, g as or obligation of my Trustee or any disposition whatsoever of such trust or any asset of such trust and to exercise any and all other powers incidental or necessary to carry out or to fulfill the terms, provisions and purposes of such trust. Section 6.5. - Restrictions on Exercise of My Trustee's Powers A. Notwithstanding any provision of this Agreement to the contra Trustee (other than me) shall not participate in a discretionar ry, a y decision to exercise or not exercise any fiduciary power to (I) distribute income from or principal of any trust hereunder to himself or herself; or (2) distribute income from or principal of any trust hereunder for the health, support, maintenance or education of a beneficiary if such Trustee has a legal obligation to provide for the health, support, maintenance or education of such beneficiary from such Trustee's personal assets. For purposes of this parag raph, a person whose interest in a trust hereunder is limited to a remote contingent interest (for exam ple, a contingent remainderman whose interest depends upon another person failing to surviv e to a specified age or a person designated to receive assets only in the event a power of appoi