EFTA01364272

C. The word "pay" shall, where applicable, mean "convey, transfer and pay" and the word "payment" shall, where applicable, mean "conveyance, transfer and payment. " D. The word "Trust" shall mean the trust created under this Trust Agreement. E. All terms used herein, unless otherwise defined herein, shall have the same meanings in this Trust Agreement as they do in the Code and the Treasury Regulations thereunder. THIRD DISPOSITION OF PRINCIPAL AND INCOME DURING THE TERM OF THE TRUST A. The Trustees shall invest and reinvest the principal of the Trust until the expiration of two (2) years after the date on which the property listed on Schedule A hereto shall be irrevocably assigned, transferred and conveyed to the Trustees (the "Funding Date"). Until the tennination of the Trust, the Trustees shall pay, annually on the day immediately preceding the anniversary of the Funding Date (the "annuity payment date"), to the Grantor if the Grantor is living on the annuity payment date, or, after the Grantor's death during the trust term, to the Grantor's personal representatives, an annuity equal to 51.80810% of the fair market value of the principal on the Funding Date (the "Annuity Amount"), said CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0054798 CONFIDENTIAL SDNY_GM_00200982 EFTA01364272