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efta-efta01086578DOJ Data Set 9Other

CONFIDENTIAL & PROPRIETARY

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DOJ Data Set 9
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efta-efta01086578
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EFTA Disclosure
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CONFIDENTIAL & PROPRIETARY ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement') dated as of June 7, 2007, between each of the assignors listed on Annex A hereto under the heading "Name of Assignor" (each, an "Assignor") and Black Family Partners, (the "Assignee"). Recitals: A. Each Assignor is currently a limited partner of the limited partnerships listed opposite its name on Annex A hereto under the heading "Name of Limited Partnership" (the "Partnerships") and holds a limited partner interest in each such Partnership (a "Partnership Interest"). B. Each Assignor is currently a member of the limited liability companies listed opposite its name on Annex B hereto under the heading "Name of Company" (the "LLCs") and holds a limited liability company interest in each such LLC (an "LLC Interest'). C. Each Assignor is currently a stockholder of the companies listed opposite its name on Annex C hereto under the heading "Name of Company" (the "Companies") and holds shares of stock in each such Company (the "Stock"). D. The Assignors desire to set over, assign and transfer 100% of their Partnership Interests in the relevant Partnerships (each, a "Transferred Partnership Interest') to the Assignee pursuant to the Transfer Provisions (as defined below) of the respective limited partnership agreements of each such Partnership (such limited partnership agreements are set forth in Annex A under the heading "Partnership Agreement' and are collectively referred to herein as the "Partnership Agreement?), with effect on the books and records of such Partnership as of June 7, 2007 (the "Effective Date"), and the Assignee desires to hereby assume the obligations of each Assignor as a limited partner of the respective Partnership with respect to the applicable Transferred Partnership Interest pursuant to the terms of the applicable Partnership Agreement, with effect as of the Effective Date. E. The Assignors desire to set over, assign and transfer 100% of their LW Interests in the relevant LLCs (each, a "Transferred LLC Interest') to the Assignee pursuant to the Transfer Provisions of the respective limited liability company agreements of each such LLC (such limited liability company agreements are set forth in Annex B under the heading "limited Liability Company Agreements" and are collectively referred to herein as the "LLC Agreements)), with effect on the books and records of such LW as of the Effective Date, and the Assignee desires to hereby assume the obligations of each Assignor as a member of the respective LW with respect to the applicable Transferred LLC Interest pursuant to the terms of the applicable LW Agreement, with effect as of the Effective Date. F. The Assignors desires to set over, assign and transfer 100% of their Stock in each of the Companies (the "Transferred Stock" and, together with the Transferred Partnership EAST MOM EFTA01086578 Interests and the Transferred LLC Interests, the "Transferred Interests") to the Assignee pursuant to the Transfer Provisions of the respective organizational documents of each such Company (such organizational documents are set forth in Annex B under the heading "Charter Document' and are collectively referred to herein as the "Charter Documents"), with effect on the books and records of such Company as of the Effective Date, and the Assignee desires to assume the obligations of each Assignor as a stockholder of the respective Company with respect to the applicable Transferred Stock pursuant to the terms of the applicable Charter Documents, with effect as of the Effective Date. G. The assignment and assumption effected by this instrument are permitted pursuant to the Transfer Provisions of the respective Partnership Agreements, LLC Agreements, and the Charter Documents. "Transfer Provision?' shall mean, collectively, the transfer provisions of each Partnership Agreement, LLC Agreement and Charter Document set forth in Annex A, Annex B, and Annex C under the heading "Transfer Provisions." Now, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows: 1. Assignment The Assignors hereby assign, transfer, convey and deliver to the Assignee such Assignor's respective Transferred Interests, together with all associated rights, privileges, restrictions and obligations related to each such Transferred Interest, with effect as of the Effective Date. Each Transferred Interest is transferred and assigned to the Assignee, as of the Effective Date, free and clear of any liens, claims or encumbrances except for such restrictions as are imposed by the applicable Partnership Agreement, LW Agreement or Charter Document. Each of the Assignors and the Assignee acknowledges and agrees that, upon the substitution of the Assignee in place of the Assignor as a limited partner in the relevant Partnership (a "Limited Partner"), a member in the relevant LLC (a "Member") or a shareholder in the relevant Company (a "Shareholder") with respect to a Transferred Interest, the Assignee shall be recorded on the relevant entity's books and records as the owner of such Transferred Interest with effect as of the Effective Date and the Assignor shall thereafter be released from all obligations arising in respect of such Transferred Interest and shall cease to be a Limited Partner, Member or Shareholder to the extent of such Transferred Interest. 2. Assumption The Assignee hereby accepts the assignment of the Transferred Interests and hereby (a) agrees to become a substitute Limited Partner in the Partnership with respect to the applicable Transferred Partnership Interest in the place and stead of each Assignor and to join in and be bound by all of the terms of the applicable Partnership Agreement, (b) agrees to become a substitute Member in the LLC with respect to the applicable Transferred LLC Interest in the place and stead of each Assignor and to join in and be bound by all of the terms of the applicable LLC Agreement, (c) agrees to become a substitute Shareholder in the Company with respect to the applicable Transferred Stock in EAST 1795002 2 EFTA01086579 the place and stead of each Assignor pursuant to the terms of the applicable Charter Document and (d) undertakes and agrees to comply with and be bound by all of the obligations associated with Transferred Interests from and after the Effective Date. 3. Representations of Assignee a. The Assignee is a limited partnership organized in Delaware that is authorized and qualified to hold a limited partner interest, limited liability company interest or shares of stock in its respective Partnership, LLC or Company and otherwise to comply with its obligations under this Agreement; the person signing this Agreement on behalf of the Assignee has been duly authorized by the Assignee to do so; and this Agreement has been duly executed and delivered on behalf of the Assignee and is the valid and binding agreement of the Assignee, enforceable against the Assignee in accordance with its terms. Upon the request of any of the general partners of the Partnerships listed on Annex A hereto under the heading "General Partner" (each, a "General Partner"), of any manager of the LLCs listed on Annex B under the heading "Managers" (each, a "Manager"), or of any Director of Companies listed on Annex C under the heading "Director?' (each, a "Director"), the Assignee will deliver any documents which may be reasonably requested by such General Partner, Manager or Director to evidence or confirm the legality of an investment in such Partnership, LW or Company and the authority of the person executing this Agreement on behalf of the Assignee. b. The Assignee, together with such tax, legal and financial advisors as it has chosen to consult, has sufficient knowledge and experience in business and financial matters to evaluate the merits and the risks of an investment in its respective Transferred Interest, and the Assignee, fully aware of the risks involved, has determined that an investment in the Transferred Interests is consistent with the Assignee's investment objectives. The Assignee is relying solely on the Assignee's own tax advisors with respect to the tax factors relating to an investment in the Transferred Interests. c. The Assignee understands that no transfer of any Transferred Interests may be made without compliance with the relevant Transfer Provisions, including, but not limited to, nernsary consents specified in the respective Partnership Agreement, LW Agreement, or the Charter Document, and the Assignee agrees that it will not sell or otherwise transfer any Transferred Interests (or any participation or beneficial interest therein) without complying with such Transfer Provisions. Any attempted transfer without such compliance shall be null and void d. The Assignee acknowledges and agrees that the General Partner of any Partnership, the Managers of any LW and the Directors of any Company may release confidential information about it and, if applicable, any related person, to regulatory or law enforcement authorities, if such General Partner, Manager or Director, in their sole discretion, determines that it is in the best interest of such Partnership, LW or Company to do so. EAST 7799202 3 EFTA01086580 4. Benefit of the Partnership and General Partner Each of the Assignors and the Assignee expressly agree, acknowledge and confirm that each of the General Partners, each of the Partnerships, each of the Managers, each of the LLCs, each of the Directors and each of the Companies are intended to be, and will be, third party beneficiaries of any and all undertakings, agreements, and representations made herein by the Assignors and the Assignee as if each such General Partner, each such Partnership, each such Manager, each such LLC, each such Director and each such Company were parties hereto, notwithstanding that they are not parties to this Agreement. 5. Notice This instrument shall constitute any notice of transfer required by each of the Partnership Agreements, the LLC Agreements or the Charter Documents. 6. Consent Pursuant to the Transfer Provisions of each Partnership Agreement, each General Partner and each required Manager, as appropriate, hereby consents to the transfer of the applicable Transferred Interest between the Assignors and the Assignee as contemplated by this Agreement and, upon consummation of the matters contemplated hereby, the Assignee shall be recognized as a Limited Partner of the respective Partnership and a Member of the respective LLC on and from the Effective Date. In that regard and subject to the execution, delivery and performance of this Agreement by the Assignors and the Assignee, the Assignee shall be substituted as a Limited Partner of the respective Partnership and a Member of the respective LLC, with effect as of the Effective Date, in place of the Assignor in respect of the applicable Transferred Interest and the Assignor shall thereupon be released from any and all obligations associated with the applicable Transferred Interest from the Effective Date. 7. Counterparts This Agreement may be executed in two or more counterparts, and by facsimile or other electronic signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. EAST T79$002 4 EFTA01086581 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Assignee: BLACK FAMILY PAKTNERS,■. By: Black Family GP, LLC its general partner By: Name: Leon D. Black Title: Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086582 WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS,..: Assignor: LBF HOLDINGS, LLC By: Consented to by: /2 11 ame: Leon D. Black Title: Manager APOLLO MANAGEMENT HOLDINGS GP, LLC By: Name: John J. Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086583 WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS, E.: Assignor: LBF HOLDINGS, LLC By: Name: Leon D. Black Title: Manager Consented to by: APOLLO MANAGEMENT HOLDINGS GP, LLC By: e: J J. Su dam itle: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086584 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS 11, ■.: Assignors: LEON D. BLACK 'kJ 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: icts.„4_ Name: Debra Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086585 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II, E.: Assignors: LEON D. BLACK 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Ii stee N: Barry C Title: Trustee By: By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086586 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II, B: Assignors: LEON D. BLACK 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086587 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Harman Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President 4-4r 1-0 - Name: Debra Black Tide: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Block Family Partners Assignment and Assumption Agreement Signature Page EFTA01086588 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: By: Name: B hen Title: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President Name: Debra Black Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086589 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086590 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086591 WITH RESPECT TO APOLLO ADVISORS IV.: Assignors: JUDAH INVESTMENT TRUST L By: By: Name: John Hannan Title: Trustee BLACK FAMILY 1997 TRUST By: Title: Trustee By: By: By: Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President Name: Dikraklack &let d Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086592 WITH RESPECT TO APOLLO ADVISORS Assignors: JUDAH INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: BLACK FAMILY 1997 TRUST By: By: By: By: Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee e: Jo Hannan Ile: T Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086593 WITH RESPECT TO APOLLO ADVISORS Assignors: JUDAH INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: By: By: Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President a e: Barry Title: Trust Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086594 WITH RESPECT TO APOLLO ADVISORS IV. ..: Assignors: JUDAH INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee By: Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President ( - 7------___,_ Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086595 WITH RESPECT TO APOLLO ADVISORS IVO!: Assignors: JUDAH INVESTMENT TRUST L By: By: Name: John Hannan Title: Trustee BLACK FAMILY 1997 TRUST By: Name: Leon D. Black Title: Trustee By: By: By: Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: e: Jdhn Suy Title: Vice President Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086596 WITH RESPECT TO APOLLO MANAGEMENT BM: Assignor: AIF IV MANAGEMENT, INC. By: -LS nil Name: Leon D. Black Title: President Consented to by: APOLLO MANAGEMENT,.. By: Apollo Management GP, LLC its general partner By: Name: John Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086597 WITH RESPECT TO APOLLO MANAGEMENT IV.: Assignor: AIF IV MANAGEMENT, INC. By: Name: Leon D. Black Title: President Consented to by: APOLLO MANAGEMENT, a By: Apollo Management GP, LLC its general partner By: N: Jo Suy Ti e: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086598 WITH RESPECT TO APOLLO ADVISORS Assignors: JUDAH INVESTMENT TRUST M By: By: Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee LEON D. BLACK INVESTMENT TRUST A By. Name: Leon D. Black Title: Trustee By: Consented to by: APOLLO CAPITAL MANAGEMENT V, INC. By. Name: John Suydam Title: Vice President Name: John Hannan Title: Trustee Black Family Partners Assignment and Asswnption Agreement Signature Page EFTA01086599 WITH RESPECT TO APOLLO ADVISORS V. E.: Assignors: JUDAH INVESTMENT TRUST M By: Name: Leon D. Black Title: Trustee By: :John Tru / • LEON D. BLACK INVESTMENT TRUST A By: By: Consented to by: APOLLO CAPITAL MANAGEMENT V, INC. By: Name: John Suydam Title: Vice President Name: Leon D. Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086600 WITH RESPECT TO APOLLO ADVISORS Assignors: JUDAH INVESTMENT TRUST M By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee LEON D. BLACK INVESTMENT TRUST A By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT V, INC. By: me: J 4tn Suy Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086601 WITII RESPECT TO APOLLO ADVISORS V (EH CAYMAN),..: Assignors: JUDAH INVESTMENT TRUST M Consented to by: APOLLO ADVISORS V (Ell), LLC By: Name: John Suydam Title: Vice President By: By: Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee LEON D. BLACK INVESTMENT TRUST A By: By: Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086602 WITH RESPECT TO APOLLO ADVISORS V (EH CAYMAN)...: Assignors: JUDAH INVESTMENT TRUST M By: Name: Leon D. Black Title: Trustee Consented to by: APOLLO ADVISORS V (EH), LLC By: Name: John Suydam Title: Vice President By: LEON D. BLACK INVESTMENT TRUST A By: By: Name: Leon D. Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086603 WITH RESPECT TO APOLLO ADVISORS V (EH CAYMAN),..: Assignors: JUDAH INVESTMENT TRUST M By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee LEON D. BLACK INVESTMENT TRUST A By: Name: Leon D. Black Tide: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO ADVISORS V (EH), LLC By: ame: Suyd Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086604 WITH RESPECT TO APOLLO ADVISORS. VI. ■.: Assignors: JUDAII INVESTMENT TRUST N By: By: Name: John Hannan Title: Trustee JUDAH INVESTMENT TRUST K Name: Leon D. Black Title: Trustee Name: Leon D. Black Title: Trustee By: By: Consented to by: APOLLO CAPITAL MANAGEMENT VI, LLC By: Name: John Suydam Title: Vice President Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086605 WITH RESPECT TO APOLLO ADVISORS, Assignors: JUDAH INVESTMENT TRUST N By: Name: Leon D. Black Title: Trustee By: JUDAH INVESTMENT TRUST K By: By: Consented to by: APOLLO CAPITAL MANAGEMENT VI, LLC By. Name: John Suydam Title: Vice President Name: Leon D. Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086606 WITH RESPECT TO APOLLO ADVISORS, Assignors: JUDAH INVESTMENT TRUST N By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee JUDAH INVESTMENT TRUST K By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT VI, LLC By: ame: J Suy Title: ice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086607 WITH RESPECT TO APOLLO ADVISORS VI (EH), SI Assignors: JUDAH INVESTMENT TRUST N By: By: Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee JUDAH INVESTMENT TRUST K Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. By: Name: John Suydam Title: Vice President By: 4l it` Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086608 W1771 RESPECT TO APOLLO ADVISORS VI (EH),..: Assignors: JUDAH INVESTMENT TRUST N By: Name: Leon D. Black Title: Trustee Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. By: Name: John Suydam Title: Vice President By: JUDAH INVESTMENT TRUST K By: By. Name: Leon D. Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086609 WITH RESPECT TO APOLLO ADVISORS VI (EH),..: Assignors: JUDAH INVESTMENT TRUST N By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee JUDAH INVESTMENT TRUST K By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. e: Jo isle: ice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086610 WITH RESPECT TO AAA ASSOCIATES, ■.: Assignor: JUDAH INVESTMENT TRUST 0 Consented to by: AAA MIP LIMITED / 13E) Name: Leon D. Black Title: Director By: By: By: )z) Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086611 WITH RESPECT TO AM ASSOCIATES.E: Assignor: JUDAH INVESTMENT TRUST 0 By: Name: Leon D. Black Title: Trustee Consented to by: AAA MIP LIMITED By: Name: Leon D. Black Title: Director By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086612 WITH RESPECT TO APOLLO CO-INVESTORS VI (Ell-A), ■.: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: Na e: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086613 WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-A),E: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee Na e: Sany Co Title: Trustee By: m arry C Title: Trustee By: Black Family Partners Assignment and Assumption Agreement Signature Page Name: John Hannan Title: Trustee EFTA01086614 WITH RESPECT TO APOLLO CO-INVESTORS VI Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR BENJAMIN ELI BLACK By: By By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086615 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: J. .74. Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Consented to by: APOLLO CO-INVESTORS VI (EH-GP), LLC By: Apollo Advisors VI (EH-GP), Ltd. its manager By: Name: John Suydam Title: Vice President Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086616 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: By: ame: Ba Co en Title: T ee Name: John Hannan► Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Consented to by: APOLLO CO-INVESTORS VI (EII-GP), LLC By: Apollo Advisors VI (EH-GP), Ltd. its manager By: Name: John Suydam Title: Vice President Name: Debra Black Title: T tee Name. arry Co Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086617 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Consented to by: APOLLO CO-INVESTORS VI (EH-GP), LLC By: Apollo Advisors VI (EH-GP), Ltd. its manager By: Name: John Suydam Title: Vice President Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086618 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO CO-INVESTORS VI (EH-GP), LLC By: Apollo Advisors VI (EH-GP), Ltd. its manager By: c: Jo 'Suyd Ale: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086619 WITH RESPECT TO APOLLO ADVISORS V (EH), LLC: Assignors: LEON D. BLACK BLACK FAMILY 1997 TRUST Consented to by: LEON D. BLACK S oil Manager JOHN HANNAN Manager By: By: By. By: dtJr#- iciAt-&t Name: Debra Black Tide: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Name: Richard Ressler Tide: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086620 WITH RESPECT TO APOLLO ADVISORS V (EH), LLC: Assignors: LEON D. BLACK BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager By: By: By: Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086621 WITH RESPECT TO APOLLO ADVISORS V (EH). LW: Assignors: LEON D. BLACK BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN By: By: Name: Richard Ressler Title: Trustee Black Famil), Partners Assignment and Assumption Agreement Signature Page EFTA01086622 WITH RESPECT TO APOLLO ADVISORS V (EH), LLC: Assignors: LEON D. BLACK BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager By: e: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086623 WITH RESPECT TO APOLLO CAPITAL MANAGEMENT VI, LLC: Assignor.- LEON D. BLACK Consented to by: LEON D. BLACK 7,a Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086624 WITI I RESPECT TO APOLLO CO-INVESTORS IV, L.L.C: Assignors: JUDAH INVESTMENT TRUST L By: By: Name: John Hannan Title: Trustee 1988 TRUST FOR JOSHUA MAX BLACK By: Name: Leon D. Black Title: Trustee Name: Barry Cohen Title: Trustee 1988 TRUST FOR BENJAMIN ELI BLACK By: Name: Barry Cohen Title: Trustee 1988 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086625 WITH RESPECT TO APOLLO CO-INVESTORS IV, L.L. C: Assignors: JUDAH INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: 1988 TRUST FOR JOSHUA MAX BLACK By: Name: Barry Cohen Title: Trustee 1988 TRUST FOR BENJAMIN ELI BLACK By: Name: Barry Cohen Title: Trustee 1988 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086626 By: WITH RESPECT TO APOLLO CO-INVESTORS IV, L.L. C: Assignors: JUDAII INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee 1988 TRUST FOR JOSHU MAX BLACK t at% ame: Barry Title: Trust 1988 TRUST R BENJAMIN ELI BLACK By: Name: Barry h Title: Trustee 1988 TRUST FOR ALEXANDER SAMUEL BLACK By: ame: Barry Title: Trust Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086627 1988 TRUST FOR VICTORIA RACHEL BLACK Consented to by: JOHN IIANNAN Manager By: arry Title: Truste Black Family Fanners Assignment and Assumption Agreement Signature Page EFTA01086628 1988 TRUST FOR VICTORIA RACHEL BLACK By: Name: Barry Cohen Title: Trustee Consented to by: JOHN HANNAN Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086629 WITH RESPECT TO APOLLO AIC CO-INVESTORS, LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: s1/42n1X PALL_ Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086630 WITH RESPECT TO APOLLO AIC CO-INVESTORS. LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: B By: Name: Debra Black Titl = Trustee Title: T Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086631 WITH RESPECT TO APOLLO AIC CO-INVESTORS, LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086632 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: LEON D. BLACK }- 19-71 11 Manager JOHN HANNAN Manager By: By: By: ._g_s a$L4L -v L Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: A .12— Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086633 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By. By: Name: Ba Title: T Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086634 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN By: 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086635 WITH RESPECT TO APOLLO DIF CO-INVESTORS, LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: mot/o- I- Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086636 WITH RESPECT TO APOLLO DIF CO-INVESTORS, LW Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086637 WITH RESPECT TO APOLLO DIF CO-INVESTORS, LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: N • e: Joh e: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086638 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager By: By: By: Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086639 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager By: By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086640 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager By: N: : John annan Tit : Trusee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086641 WITH RESPECT TO APOLLO CO-INVESTORS V, L.L.C.: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: )LO-• fcia,4 Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086642 WITH RESPECT TO APOLLO CO-INVESTORS V. L.L.C.: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: By: By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: en e: B Title: Trus Name: John Hannan Title: Trustee By: By: Name: Debra Black Titl • Trustee Name: Ba Title: Tru Name: John Harman Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086643 WITH RESPECT TO APOLLO CO-INVESTORS V, L.L.C.: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Bany Cohen Title: Trustee By. By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086644 WITH RESPECT TO APOLLO CO-INVESTORS V. L.L.C.: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee By: Nei Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086645 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: i fittk/C Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086646 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black By: By: Title: Trustee ) & ame: Barry en Title: Trust e Name: John Hannan Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Ba C. en Title: Tru Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086647 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By. By Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086648 Consented to by: JOHN HANNAN Manager By: ame: Barry o n Title: Trus By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086649 By: Name: Barry Cohen Title: Trustee Consented to by: JOHN HANNAN By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086650 WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC: Assignors: BLACK FAMILY 1997 TRUST By: By: By: By: Title: Trustee Name: Barry Cohen Title: Trustee Maine: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: -,kir\a- icle—C4,__ Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086651 WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC: Assignors: BLACK FAMILY 1997 TRUST By: By: By: By: Name: Debra Black Co Title: Trustee Name: B Co en Title: T tee Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: Name: Debra Black Titl • Trustee Name: B C hen Title: T Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086652 WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Tide: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086653 WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee By: ame: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086654 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086655 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black io c itiai1/4 Title: Trustee ame: B Co n Title: Trust e Name: John Hannan Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Title: Trus Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086656 1992 "min FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086657 Consented to by: JOHN HANNAN Manager By: By: ame: B Title: Trust Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086658 By: Name: Barry Cohen Title: Trustee Consented to by: JOHN HANNAN By: Na e: Hannan Title: stee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086659 WITH RESPECT TO APOLLO CO-INVESTORS VI (A), LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: ( a - girt I Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black 4 Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086660 WITH RESPECT TO APOLLO CO-INVESTORS VI (A), LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: stee By: By: Name: Barry Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee am : arry Title: Trust Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086661 WITH RESPECT TO APOLLO CO-INVESTORS VI (A). LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: a, ann Title: T stee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086662 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: APOLLO MANAGEMENT VI, M r By:AIF VI Management, LLC its general partner By: Name: John Suydam Title: Vice President By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086663 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee Consented to by: APOLLO MANAGEMENT VI, ■. By:AIF VI Management, LLC its general partner By: Name: John Suydam Title: Vice President By: By: Name: B Title: Tru ce Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: T stet e: Barry Title: Trust Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086664 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee Consented to by: APOLLO MANAGEMENT By:AIF VI Management, LLC its general partner By: Name: John Suydam Title: Vice President By: 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Naive: John Tit14: Truce V Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086665 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO MANAGEMENT VI, ■ By:AIF VI Management, LLC its general partner By: c: Jo kSuyda 'itle: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086666 WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-GP), LLC: Assignor: LEON D. BLACK Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. By Name: John Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086667 WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-GP), LW Assignor: LEON D. BLACK Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. By: Title: ice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086668 WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS GP, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK MARC ROWAN Manager JOSHUA HARRIS Black Family Partners Assignment and Assumption Agreement Signature Page Aid/Am/ k flurnar aid tv.-104 ran t tow-str EFTA01086669 Manager WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS GP, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK Manager MARC ROWAN JOSHUA HARRIS Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086670 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II GP, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK MARC ROWAN Manager JOSHUA HARRIS Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086671 Manager WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II GP, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK Manager MARC ROWAN JOSHUA HARRIS Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086672 WITH RESPECT TO APOLLO CAPITAL MANAGEMENT IV, INC.: Assignor: LEON D. BLACK *an- 1 9 dt2 Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086673 WITH RESPECT TO APOLLO CAPITAL MANAGEMENT V, INC.: Assignor: LEON D. BLACK 73/1 Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086674 WITH RESPECT TO APOLLO ADVISORS VI (EH-GP), LTD.: Assignor: LEON D. BLACK Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086675 WITH RESPECT TO AAA MIP LIMITED: Assignor: LEON D. BLACK Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086676 WITH RESPECT TO AAA GUERNSEY LIMITED: Assignor: LEON D. BLACK la7N-e< 151 /Yon/ Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086677 WITH RESPECT TO AIF IV MANAGEMENT INC.: Assignor: LEON D. BLACK Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086678 ANNEX A Name of Limited Name of Assignor General Partner Limited Partnership Transfer Transferred Partnershi . with respect to such Agreement Provisions Points Limited Partnershi , Apollo Managanent Holdings, IM. LBF Holdings, LLC Apollo Management Holdings GP, LLC Amended and Restated Limited Partnership Agreement dated as of April 19, 2007 Section 6.3 N/A Apollo Princlal Holdings II, .. Leon D. Black 1992 Trust for Joshua Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Apollo Principal Holdings II GP, LLC Agreement of Limited Partnership dated as of March 21, 2007 Section 9 N/A Apollo Advisors IV, Judah Investment Trust L Black Family 1997 Trust Apollo Capital Management IV, Inc. Amended and Restated Limited Partnership Agreement dated as of April 21, 1998 Section 6.3 Judah Investment Trust L (361.5 points) Black Family 1997 Trust (264.4 points) Apollo Advisors V, M. Judah Investment Trust M Leon D. Black Apollo Capital Management V, Inc. Amended and Restated Limited Partnership Agreement dated as of October 26, 2000 Section 6.2 Judah Investment Trust M (351.86 points) Leon D. Black EAST 7795002 EFTA01086679 Investment Trust A Investment Trust A (151.73 points) Apollo Advisors V (EH Cayman),. Judah Investment Trust M Leon D. Black Investment Trust A Apollo Advisors V (EH), LIE Amended and Restated Limited Partnership Agreement dated as of 6 January 2004 Section 6.2 Judah Investment Trust M (351.86 points) Leon D. Black Investment Trust A (151.73 points) Apollo Advisors VI,.. Judah Investment Trust N Judah Investment Trust IC Apollo Capital Management VI, LLC Amended and Restated Limited Partnership Agreement dated as of August 26, 2005 Section 6.3 Judah Investment Trust N (379.36137 points) Judah Investment Trust K (142 points) Apollo Advisors VI (EH), E. Judah Investment Trust N Judah Investment Trust K Apollo Advisors VI (EH- GP), Ltd. Second Amended and Restated Limited Partnership Agreement dated as of October 30, 2006 Section 6.3 Judah Investment Trust N (379.36137 points) Judah Investment Trust K (142 points) AAA Associates,.. Judah Investment Trust O AAA MIP Limited Amended and Restated Limited Partnership Agreement dated as of June 8, 2006 Section 6.3 N/A Apollo Co-Investors VI (EH-A), 1992 Trust for Joshua Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Apollo Co-Investors VI (EH-GP), LLC Amended and Restated Limited Partnership Agreement dated as of July 11, 2006 Section 9.1 N/A EAST 7795001 A-2 EFTA01086680 Black 1992 Trust for Victoria Rachel Black Apollo Maaggement IV, AIF IV Management, Inc. Apollo Management,.. Third Amended and Restated Partnership Agreement, dated as of May , 2007 Section 6.3 N/A EAST 7795002 A-3 EFTA01086681 ANNEX B Name of Company Name of Assignor Manners Limited Liability Company Transfer Provisions Agreement Apollo Management Holdings GP, LLC Leon D. Black Leon D. Black Joshua Harris Marc Rowan Amended and Restated Limited Liability Company Agreement dated as of April 19, 2007 Section 11 Apollo Principal Holdings H GP, LLC Leon D. Black Leon D. Black Joshua Han-is Marc Rowan Liability Company Agreement dated as of March 21, 2007 Section II Apollo Advisors V (EH), LLC Leon D. Black Black Family 1997 Trust Leon D. Black John Hannan Amended and Restated Limited Liability Company Agreement, dated as of January 6, 2004 Section 6.2 Apollo Capital Management VI, LLC Leon D. Black Leon D. Black Second Amended and Restated Limited Liability Company Agreement, dated as of January 17, 2007 Section 17 Apollo Co-Investors IV, L.L.C. Judah Investment Trust L 1988 Trust for Joshua Max Black 1988 Trust for Benjamin Eli Black 1988 Trust for Alexander Samuel Black 1988 Trust for Victoria Leon D. Black Peter Copses John Hannan Marc Rowan Amended and Restated Limited Liability Company Agreement, dated as of April 21, 1998 Section 9.1 EAST 7795002 B-1 EFTA01086682 Rachel Black AIC Co•Investors, LLC 1992 Trust for Joshua Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Leon D. Black John Hannan Limited Liability Company Agreement dated as of February 18, 2004 Section 17 Apollo DIF Co-Investors LLC 1992 Trust for Joshua Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Leon D. Black John Hannan Limited Liability Company Agreement dated as of May 19, 2003 Section 17 Apollo Co-Investors V, L.L.C. Black Family 1997 Trust 1992 Trust for Joshua Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Andrew Africk Larry Berg Leon D. Black Peter Copses John Hannan Joshua Harris Amended and Restated Limited Liability Company Agreement, dated as of October 26, 2000 Section 9.1 EAST 7795002 B-2 EFTA01086683 Rachel Black Marc Rowan Apollo Co-Investors V (EH), LLC Black Family 1997 Trust 1992 Trust for Joshua Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Leon 1). Black John Hannan Amended and Restated Limited Liability Company Agreement, dated as of October 20, 2003 Section 9.1 Apollo Co-Investors VI (A), LLC 1992 Trust for Joshua Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Apollo Management VI, Amended and Restated Limited Liability Company Agreement, dated as of October 26, 2005 Section 9.1 Apollo Co-Investors VI (EH- GP), LLC Leon Black Apollo Advisors VI (EH-GP), Ltd. Limited Liability Company Agreement, dated as of July 11, 2006 Section 16 EAST 7795002 B-3 EFTA01086684 ANNEX C Name of Company Name f Assienor Directors Charter Document(sl Transfer Provisions Apollo Capital Management IV, Inc. Leon D. Black Leon D. Black John Hannan Certificate of Incorporation filed November 13, 1997 Amended and Restated Bylaws Bylaws Section 5 Apollo Capital Management V, Inc. Leon D. Black Leon D. Black John Hannan Certificate of Incorporation filed May 5, 2000 Amended and Restated Bylaws Bylaws Section 5 Apollo Advisors VI (EH-GP), Ltd. Leon D. Black Leon D. Black Memorandum & Articles of Association dated as of 22N September, 2005 Sections 31-24 . AAA MIP Limited Leon D. Black Leon D. Black Josh Harris Brooks Newmark Articles of Association dated as of June 6, 2006 Section 10 AAA Guernsey Limited Leon D. Black Leon D. Black Josh Harris Marc Rowan Paul Guilbert Ruport Dorey Louise McBain Benoi Suchodolski Articles of Association dated as of May 31, 2006 Section 10 EAST 7795002 a- EFTA01086685

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