PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") is made as of the day of June, 2014, by and between Barry J. Cohen, Richard Ressler and John J. Hannan, as Trustees (the "APO1 Trustees") of the trust created under the APOI AGREEMENT 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 under trust agreement dated June 10, 2011 between Leon D. Black, as Grantor, and the BEB Trustees (hereinafter referred to as the "Lender"). In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: I. Definitions. "Collateral" shall have the meaning set forth in Section 2 of this Agreement. "Company" means LDB 2011 LLC, a Delaware limited liability company. "Event of Default" shall have the meaning set forth in Section 10 of this Agreement. "First Priority" means, with respect to any lien purported to be created in any Collateral pursuant to this Agreement, such lien is the most senior lien to which such Collateral is subject (subject only to liens that take priority by operation of law). "Lender" shall have the meaning set forth in the preamble to this Agreement and shall refer to the holder of the Subject Indebtedness. "Pledged Interest" shall mean the Debtor's twenty-five percent (25%) membership interest in the Company acquired pursuant to the Purchase and Sale Agreement and pledged pursuant to the terms of Section 2 of this Agreement. "Promissory Note" shall mean the promissory note in the original principal amount of the Purchase Price (as hereinafter defined) made by the Debtor, dated as of the date of this Agreement, payable to the order of the BEB Trustees, as trustees of the BEB 2011 Trust. "Purchase and Sale Agreement" shall