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ance satisfactory to the Lender. C. Governing Law. This Agreement is governed by and shall be interpreted according to federal law and the laws of the State of New York. If state or local law and federal law are inconsistent, or if state or local law is preempted by federal law, federal law governs. If the Lender h

GP, LLC, its general partner By: Pledge Agreement Nam Leon D. Black Title: Manager EFTA00597446 PLEDGOR: BLACK FAMILY 1997 TRUST By: Name: Debra R. Black Title: Trustee By: (Seal) Name: Barry J. Cohen Title: Trustee By: (Seal) Name: John J. Hannan Title: Trustee By: (Seal) Name: Richard Res

r's security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof re

EMENT dated October 25, 2013 between Leon D. Black, as Grantor, and the APOI Trustees (hereinafter referred to as the "Debtor") and Barry J. Cohen, Debra R. Black and John J. Hannan, as Trustees, and U.S. Trust Company of Delaware, as Administrative Trustee, (the "BEB Trustees") of the BEB 2011 TRUST, created

ceding the Maturity Date. For purposes of this Note: (i) A "Business Day" is any day other than a Saturday, Sunday or other day on which banks in the State of New York are authorized or required to close. (ii) The "Principal Amount" shall equal the Purchase Price as defined in the Purchase and Sale Agreement of e

of the trust created under the APOI AGREEMENT dated October 25, 2013 (the "Maker"), do hereby promise to pay to Barry J. Cohen, John J. Hannan, and Debra R. Black, as Trustees, and U.S. Trust Company of Delaware, as Administrative Trustee, of the BEB 2011 TRUST, created under trust agreement dated June 10, 20

EFTA_R1_02207452 EFTA02722512 to the Seller and to the Company: a. The Purchaser is a duly created and validly existing trust under the laws of the State of New York and the APO I Trustees have all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Agreement on

URCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") made as of the day of June, 2014 by and between (i) Barry J. Cohen, Debra R. Black and John J. Hannan, as Trustees, and U.S. Trust Company of Delaware, as Administrative Trustee (the "BEB Trustees") of the BEB 2011 TRUST, created

to the Art and may only be modified by a written document signed by all Parties. This Agreement shall be interpreted in accordance with the laws of the State of New York. 10. EFFECTIVE DATE. This Agreement shall be effective as of 2016 (the "Effective Date"). 11. COUNTERPARTS. This Agreement may be executed in coun

ings LLC ("Holdings"), a New York limited liability company; Leon D. Black ("LDB" and together with the Trustees and Holdings, the "Partners"). and Debra R. Black ("DRB") (the Partnership, the Partners and DRB, collectively, the "Parties"). WHEREAS, the Partnership owns the items of art listed on the attached

to the Art and may only be modified by a written document signed by all Parties. This Agreement shall be interpreted in accordance with the laws of the State of New York. 10. EFFECTIVE DATE. This Agreement shall be effective as of 2016 (the "Effective Date"). 11. COUNTERPARTS. This Agreement may be executed in coun

ings LLC ("Holdings"), a New York limited liability company; Leon D. Black ("LDB" and together with the Trustees and Holdings, the "Partners"). and Debra R. Black ("DRB") (the Partnership, the Partners and DRB, collectively, the "Parties"). WHEREAS, the Partnership owns the items of art listed on the attached