PROMISSORY NOTE PROMISSORY NOTE (this "Note"), made as of [December 22, 2015] (the "Effective Date"), is made by Leon D. Black (the "Payor"), in favor of LDB 2011 LLC (together with any permitted assignees or successors, the "Noteholder"). FOR CASH RECEIVED, the Payor hereby promises to pay to the Noteholder the principal amount of [$450,000,000] (such amount, as may be reduced by repayments of principal hereunder from time to time, the "Principal Amount"). The Principal Amount shall bear interest and be payable in accordance with Article 2 hereof. The Payor agrees to repay the entire unpaid Principal Amount, and all accrued and unpaid interest thereon, on the Maturity Date. The parties hereto hereby agree as follows: Article 1 Definitions 1.1 Definitions. Capitalized terms used in this Note are used as defined in this Article 1 or elsewhere in this Note. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York (New York). "Event of Default" shall mean the occurrence of any of the following: (a) The Payor shall fail to perform or observe any covenant or agreement contained in this Note and such default shall continue unremedied for a period of five (5) days after written notice thereof is given by the Noteholder to the Payor; or (b) Any representation, warranty or statement expressly made by (or by an authorized representative expressly on behalf of) the Payor in this Note or in any other document delivered pursuant to Article 3 or Article 5 of this Note shall prove to have been incorrect in any material respect when made; or (c) The Payor: (i) commences any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to him, or seeking to adjud