EFTA01203778.pdf

ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY sa l INSTRUMENTS AUTHORITY 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 Lomm, 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 Taken and Eric Zinterhofer (as of January 16, 2007) 1 4/10/2015 7:18 PM EFTA01203778 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY AP Narrows LP Limited Partners: Leon D. The Class A General Partner shall have the Black and Narrows Holdings exclusive authority to manage the business of the Class A General LLC Partnership and to carry out the purposes of the Partner: Leon D. Black Partnership; provided, however, that no Class A General Partner shall participate in decisions regarding (i) the Class B. General timing or amount of distributions to the Partners (whether Partner: Narrows in cash or in kind); (ii) use of the Partnership property by Holdings LLC the Partners; (iii) consent to the pledge of Partnership Interests as collateral for a Partner's loans; or (iv) dissolution of the Partnership. The Class B General Partners shall have full and exclusive authority to make all decisions regarding (i) the timing or amount of distributions to the Partners (whether in cash or in kind); (ii) use of the Partnership property by the Partners to the extent not otherwise rented for fair market rental value or loaned for exhibition; (iii) consent to the pledge of Partnership Interests as collateral for a Partner's loans; (iv) dissolution of the Partnership; and (v) such other acts specifically provided in the LLC Agreement 2 4/10/2015 7:18 PM EFTA01203779 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY APO' Agreement Trustees: Bany J. Cohen, John Brad Wechsler, Delegation: Each of Brad, Eileen and Rich J. is J. Hannan and Richard Ressler Eileen appointed as a Delegee under the Delegation of Authority Beneficiaries: Debra Alexanderson and dated 2/13/15 with authority to perform such ministerial Black and the Rich Joslin acts on behalf of the Trustees as shall be necessary to descendants of Leon D. implement the loan from the trust to Phaidon Global Black John J. Hannan LLC, including, without limitation, signing checks and instruments of transfer, executing wire transfers and other banking transactions in connection with the loan. Delegation: Pursuant to a Delegation of Authority to Co- Trustee dated 2/13/15, the Trustees grant to John J. Hannan, as co•Trustee of the trust, full power and authority to make any decisions and perform any acts on behalf of the Trustees in order to implement the loan from the trust to Phaidon Global LLC, including, without limitation, negotiating and signing loan agreements and promissory notes, authorizing the signing of checks and instruments of transfer, wire transfers and other banking transactions in connection with the loan. 3 4/10/2015 7:18 PM EFTA01203780 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY alit APO2 Declaration Trustees: Barry J. Cohen. John Brad Wechsler. Delegation: Each of Brad. Eileen and Rich J. is J. Hannan and Richard Ressler Eileen appointed as a Delegee under the Delegation of Authority Beneficiaries: Debra Alexanderson and dated 2/13/15 with authority to perform such ministerial Black and the Rich Joslin acts on behalf of the Trustees as shall be necessary to descendants of Leon D. implement the loan from the trust to Phaidon Global LLC Black John J. Hannan and the guarantee for the benefit of Phaidon Global LLC, including, without limitation, signing checks and instruments of transfer, executing wire transfers and other banking transactions in connection with the loan and guarantee. Delegation: Pursuant to a Delegation of Authority to Co- Trustee dated 2/13/15, the Trustees grant to John J. Hannan, as co•Trustee of the trust, full power and authority to make any decisions and perform any acts on behalf of the Trustees in order to implement the loan from the trust to Phaidon Global LLC and the guarantee for the benefit of Phaidon Global LLC, including, without limitation, negotiating and signing loan agreements and promissory notes and pledge or guarantee agreements, authorizing the signing of checks and instruments of transfer, wire transfers and other banking transactions in connection with the loan and the guarantee. APOI GRAT, APOI Trustee: Leon D. Black GRATs No. 2-7 Beneficiaries: APO1 Agreement (Debra Black and the descendants of Leon D. Black) 4 4/10/2015 7:18 PM EFTA01203781 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY 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: Leon D. President: John J. Hannan Hannan. Member." Black (50.1%) and Debra R. Black (49.9%) per structure chart BJAV Marine Ltd. Director: Eileen Alexanderson 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. 5 4/10/2015 7:18 PM EFTA01203782 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY Benjamin Black 2010 Trustee: Leon a Black Trust Administrative Trustee: US Beneficiaries: Ben Trust Company of Delaware Black (after his death, Trust Advisor of the trust held his descendants or, if under Article II: Debra R. none, descendants of Black Leon and Debra Black) Black Family 1997 Trustees: Debra R. Black. GST Tax-Exempt Barry J. Cohen, John H. Trust Hannan and Richard Ressler Beneficiaries: Debra Black and the descendants of 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 Each child is the beneficiary of his or her own trust. 6 4/10/2015 7:18 PM EFTA01203783 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, Manager: Leon D. Black John Hilderbrandt Managers have sole right to manage the business of the LLC company. Officers: Member: Leon D. Officers have "full authority and power to act for and on Black 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." Delegation. John Hilderbrandt 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. 7 4/10/2015 7:18 PM EFTA01203784 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) Beneficiaries: descendants of 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 Managers. President: Benjamin E. Black Black 2010 Trust Vice President: Debra R. Black Delegation. Eileen Alexanderson is an "Authorized Secretary and Treasurer: Person" pursuant to an Action of Manager dated 8/6/14 Eileen Alexanderson "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. 8 4/10/2015 7:18 PM EFTA01203785 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY I DRB 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 Ventures "in connection with banking transactions." Gandalf Trust Trustee: Leon D. Black Beneficiaries: Debra Black and descendants of Alex Black 9 4/10/2015 7:18 PM EFTA01203786 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY 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 Midco 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. 10 4/10/2015 7:18 PM EFTA01203787 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 Beneficiaries: Josh Trust Company of Delaware Black (after his death. Trust Advisor of the trust held his descendants, or if under Article II: Debra R. none, the descendants Black of Leon and Debra Black) LBF Holdings, LLC Manager: Leon D. Black John Hilderbrandt Manager manages the company. Member: APO I Any manager, officer or Authorized Person can open Agreement bank accounts and is authorized to complete the necessary paperwork to open bank accounts. John Hilderbrandt is an Authorized Person. 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 Member: APOI Officers: are more than two managers, they must act by majority. Agreement President: John J. Hannan Officers have the powers delegated to them by the 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. 11 4/10/2015 7:18 PM EFTA01203788 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: BEB 2011 Officers: Officers have the powers delegated to them by the Trust, JMB 2011 Trust, Managers. President: John J. Hannan ASB 2011 Trust and VRB 2011 Trust 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, Directors manage the foundation and act by majority Jonathan Levine, Debra R. vote. Black, Ralph Lerner Officers have the powers delegated to them by the Officers: Directors. Powers and duties of President, Secretary and Treasurer are set forth in the Bylaws. President: Leon D. Black Treasurer and Secretary: Jonathan Levine Assistant Treasurer: Debra R. Black Assistant Secretary: Ralph Lerner Leon Black 1999 Life Trustees: Insurance Trust 2 Barry J. Cohen John J. Hannan Beneficiaries: Richard Ressler descendants of Leon D. Black 12 4/10/2015 7:18 PM EFTA01203789 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING INSTRUMENTS dlb DELEGATED AUTHORITY a_ ON BEHALF OF ENTITY Leon Black Family Directors: Leon D. Black, Directors manage the foundation. Directors may appoint Foundation, Inc. Debra R. Black, John J. committees, including an Executive Committee. Hannan, Jonathan Levine, Directors may also appoint officers, whose powers and Barry J. Cohen, Anthony duties are outlined in the Bylaws. 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 ofManagers 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 Brad Wechsler, Managers manage the company. If more than one LLC Eileen manager is serving, they must act unanimously. Alexanderson. Member: Alexander Officers have the powers delegated to them by the Jean Pesce and Black Managers. Arlen Konopaki Delegation: Each of Brad, Eileen, Jean Pesce and Arlen Konopaki is an "Authorized Person" pursuant to an Action of the Manager dated 3/30/15 with authority to act on behalf of the company with banking and administrative transactions including any transactions necessary to implement any decision made by the Manager and to act on the written or oral instructions of the Manager. 13 4/10/2015 7:18 PM EFTA01203790 ALL FAMILY ENTITIES ENTITY/OWNERS PERSONS AUTHORIZED PERSONS WITH AUTHORITY GRANTED CURRENT ACTIVITIES TO ACT - GOVERNING DELEGATED ON BEHALF OF ENTITY INSTRUMENTS AUTHORITY Mallory Trust Trustees: Leon D. Black. Debra R. Black and Richard Beneficiaries: Leon D. Ressler Black and descendants of Debra Black NAR Investments Manager: Leon D. Black Managers manage the company. If there are two LLC managers serving, they must act unanimously. If there are Officers: more than two managers serving, they must act by Member: Black Family President: John J. Hannan majority. Partners, LP Vice President: Richard Ressler Secretary: Eileen Alexanderson Officers have the powers delegated to them by the Treasurer: Bany J. Cohen Managers. 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 14 4/10/2015 7:18 PM EFTA01203791 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 70ih 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. 15 4/10/2015 7:18 PM EFTA01203792 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: APO I 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