AGREEMENT AND ACCEPTANCE OF PRINCIPAL PAYMENT AGREEMENT AND ACCEPTANCE OF PAYMENT made this 22" day of December, 2015 (the "Payment Date") by and between Barry J. Cohen, John J. Hannan and Richard Ressler, as Trustees (the "APO I Trustees") of the Discretionary Trust under Clause FIRST of the Declaration of Trust dated October 25, 2013 known as the APO' Agreement, and Leon D. Black ("LDB") (the APOI Trustees and LDB collectively, the "Parties"). WHEREAS, the APOI Trustees, collectively, are the Noteholder under a promissory note (the "Note") dated August 15, 2013 by LDB, as Payor, in the principal amount of One Billion Six Hundred Seventy-Six Million Three Hundred Ninety-Six Thousand Six Hundred Eighty-Four Dollars ($1,676,396,684); WHEREAS, under Section 2.3 of the Note, LDB may voluntarily prepay, in whole or in part, the unpaid principal balance of the Note, together with accrued interest thereon, in cash without premium or penalty; and WHEREAS, LDB wishes to prepay, in cash, a portion of the unpaid principal balance of the Note, together with the accrued and unpaid interest thereon in partial satisfaction of LDB's outstanding obligations under the Note and the APO! Trustees are willing to accept the same. NOW, THEREFORE, in consideration of the foregoing premises, which specifically are incorporated herein by reference, and notwithstanding anything to the contrary set forth in the Note, the parties agree as follows: 1. The APOI Trustees hereby acknowledge and accept receipt from LDB on the Payment Date of cash in the amount of Eight Hundred Fifty Million Dollars ($850,000,000) as a partial payment of the principal balance of the Note (the "Principal Payment") in partial satisfaction of LDB's outstanding obligations under the Note. 2. The Parties agree and confirm that on the Payment Date, the accrued and unpaid interest on the Principal Payment is Three Million One Hundred Fifty Thousand Five Hundred Eighty-Nine Dollars ($3,150,589) a