DECLARATION OF TRUST made as of the day of , 2013 by BARRY J. COHEN, RICHARD RESSLER, and JOHN J. HANNAN (hereinafter along with any other person, bank or trust company qualifying as additional or successor trustees, referred to as the "Trustees"). WITNESSETH: This Declaration shall be known as the APO2 DECLARATION. The Trustees agree to hold any property that they receive IN TRUST in accordance with the provisions of this Declaration. Unless otherwise directed herein, or in the documentation directing property to be held in trust under this Declaration, the Trustees shall hold any such property in accordance with Clause FIRST. FIRST: DISCRETIONARY TRUST All trust property directed to be disposed of under, or in accordance with, this Clause FIRST shall be held by the Trustees IN TRUST (the "Discretionary Trust") in accordance with the following provisions: (A) The Trustees shall pay so much of the income of the Discretionary Trust as the Trustees may deem advisable from time to time, in equal or unequal shares, to or for the use or benefit of one or more of DEBRA (as defined in Clause TWELFTH) and the descendants of LEON (as defined in Clause TWELFTH) living from time to time, in the Trustees' sole and absolute discretion. Any income not directed to be paid for any year of the Discretionary Trust shall be accumulated by adding such income to the principal of the Discretionary Trust. (B) At any time and from time to time, the Trustees may pay so much of the principal of the Discretionary Trust, in equal or unequal shares, to or for the EFTA00585024