PROMISSORY NOTE New York, New York June , 2014 FOR VALUE RECEIVED, the undersigned, Bany J. Cohen, Richard Ressler and John J. Hannan, as Trustees of the trust created under the APO1 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, 2011, or its successors and assigns, (the "Holder"), the Principal Amount as hereinafter defined, together with interest thereon to be computed from the date hereof until the Principal Amount is paid at the rate of 1.91% per annum. Interest shall be paid annually on the day preceding the anniversary of the date of this Note. The entire Principal Amount, or the amount thereof outstanding, together with all accrued and unpaid interest thereon and all other sums due ("Maker's Obligations") shall be due and payable on the day preceding the ninth (9th) anniversary of the date of this Note (the "Maturity Date")• provided, however, if the Maturity Date is not a Business Day (as hereinafter defined), Maker's Obligations shall in any event be due and payable on the last Business Day immediately preceding 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 even date herewith by and among the Maker, as purchaser, and the Holder as seller (the "Purchase Agreement"). All overdue payments of principal and interest on this Note shall bear additional interest until paid at the rate of 2% in excess of the rate otherwise payable under the terms of this Note and shall be due and payable on demand of the Holder. The unpaid principal indebtedness may be prepaid