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efta-efta01128080DOJ Data Set 9Other

CONFIDENTIAL & PROPRIETARY

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DOJ Data Set 9
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efta-efta01128080
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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, L.P. (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 (merest") 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 arc set forth in Annex A under the heading "Partnership Agreement" and are collectively referred to herein as the "Partnership Agreements"), 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 LLC Interests in the relevant I.LCs (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 LLC as of the Effective Date, and the Assignee desires to hereby assume the obligations of each Assignor as a member of the respective LLC with respect to the applicable Transferred LLC Interest pursuant to the terms of the applicable LLC 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 )791002 EFTA01128080 Interests and the Transferred LW 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, LW Agreements, and the Charter Documents. "Transfer Provisions" shall mean, collectively, the transfer provisions of each Partnership Agreement, LLC Agreement and Charter Document set forth in Annex A Annex 13, and Annex C under the heading "Transfer Provisions." NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows: i. 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, LLC 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 Assitmor 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 i??50:12 2 EFTA01128081 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 "Directors" (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, LLC 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, neePssary consents specified in the respective Partnership Agreement, LLC 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 LLC 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, LLC or Company to do so. EAST 7795022 3 EFTA01128082 4. Benefit of the Partnership and General Farmer 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 77950D2 4 EFTA01128083 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Assignee: BLACK FAMILY PARTNERS, L.P. By: Black Family GP, LLC its general partner By: Name: Leon D. Black Title: Manager Black Family Fanners Assignment and Assumption. Agreement Signature Page EFTA01128084 WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS. L.P.: Assignor: LBF HOLDINGS, LLC By: Consented to by: 1311 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 EFTA01128085 Will RESPECT TO APOLLO MANAGEMENT HOLDINGS, L.P.: Assignor: LBF HOLDINGS. LLC By: Name: Leon D. Black Title: Manager Consented to by: APOLLO MANAGEMENT HOLDINGS GP, LLC By: e: J J. Su am ale: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128086 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS L.P.: Assignors: LEON D. BLACK 1992 TRUST FOR JOSHUA MAX BLACK By: t_ Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK 1C4/40—t—lit" Name: Debra Black Title: Trustee By. By. By: Name: Barry Cohen Title: Trustee Name: John Hannan Tide: Trustee Black Family Partners Assignment and Assumpdan .4greement Signature Page EFTA01128087 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II, L.P.: Assignors: LEON D. BLACK 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: T stet By: By: Ns Barry Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Title: ame: Barry C Title: Trust Name: John Harman Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128088 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS 11, L.P.: Assignors: LEON D. BLACK 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: liustee 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 EFTA01128089 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: By: By: Name: Debra Black Title: Trustee Name: Bany Cohen Title: Trustee Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President Name: John Hannan Title: Tnntce Black Family Partners Assignment and Assumption Agreetnent Signature Page EFTA01128090 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee B By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: Trustee N e: Ba Title: T Name: John Hannan Title: Trustee Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128091 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: Name: Debra Black Title: Trustee By: By: Consented to by: Name: Barry Cohen Title: Trustee APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128092 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 By: Black Family Fanners Assignment and Assumption Agreement Signature Page EFTA01128093 WITH RESPECT TO APOLLO ADVISORS IV, L.P.: Assignors: JUDAH INVESTMENT TRUST L By: By: Name: John Hannan Title: Trustee BLACK FAMILY 1997 TRUST By: Title: Trustee By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By. Name: John Suydam Title: Vice President Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128094 WITH RESPECT TO APOLLO ADVISORS IV, L.P.: Assignors: JUDAH DIVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: BLACK FAMILY 1997 TRUST By: By: By: By: Name: Debra Black Title: Trustee N ame: Barry Cohen Title: Trustee Name: Richard Ressler Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128095 WITH RESPECT TO APOLLO ADVISORS IV, L.P.: 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 Name: John Suydam Title: Vice President Name: Debra Black Title: Trustee Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption ,lgreement Signature Page EFTA01128096 WITH RESPECT TO APOLLO ADVISORS DC L.P.: 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 Name: Richard Ressler Title: Trustee Black Faintly Partners Assignment and Assumption Agreement Signature Page EFTA01128097 WITH RESPECT TO APOLLO ADVISORS IP; L.P.: Assignors: .TUDAH INVESTMENT TRUST L By: By: Name: Leon D. Black Title: Trustee 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: e: J6hn Suyd Title: Vice President Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Name: Richard Ressler 'title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128098 WITH RESPECT TO APOLLO MANAGEMENT IV, L.P.: Assignor: AIF IV MANAGEMENT, INC. Consented to by: APOLLO MANAGEMENT, L.P. By Apollo Management GP, LLC its general partner By: By: Name: John Suydam Title: Vice President Name: Leon D. Black Title: President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128099 WITH RESPECT TO APOLLO AiL4NAGEMENT Assignor: AIF IV MANAGEMENT, INC. By: Name: Leon D. Black Title: President Consented to by: APOLLO MANAGEMENT, L.P. By: Apollo Management GP, LLC its general partner By: Nan John Suyda Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128100 WITH RESPECT TO APOLLO ADVISORS v, L.P.: Assignors: JUDAH INVESTMENT TRUST M By: By. 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: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128101 WITH RESPECT TO APOLLO ADVISORS V. L.P.: Assignors: JUDAH INVESTMENT TRUST M By: Name: Loon D. Black Title: Trustee By: Tit e. Trust 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 EFTA01128102 WITH RESPECT TO APOLLO ADVISORS V, L.P.: 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. Su Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128103 WITH RESPECT TO APOLLO ADVISORS V (EH CAVIC4JV), LP.: Assignors: JUDAH INVESTMENT TRUST M By: By: Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee LEON D. BLACK INVESTMENT TRUST A SA/ Name: Leon D. Black Title: Trustee By: By: Consented to by: APOLLO ADVISORS V (EH), LLC By. Name: John Suydam Title: Vice President Name: John Hannan Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128104 WITH RESPECT TO APOLLO ADVISORS V (EH CAYMAN), L.P.: 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 EFTA01128105 WITH RESPECT TO APOLLO ADVISORS V (FR CAYMAN}, G.P.: 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 ADVISORS V (EH), LLC By: amc: "in Suyd Title: Vice President Slack Family Partners Assignment and Assumption Agreement Signature Page EFTA01128106 WITH RESPECT TO APOLLO ADVISORS, 14, L.P.: Assignors: JUDAH IN'VESTMEN'T TRUST N By: By: Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee 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 Name: John Hannan Title: Trustee Black Family Farmers Assignment and Assumption Agreement Signature Page •• EFTA01128107 WITH RESPECT TO APOLLO ADVISORS, VI, L.P.: 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 end Assumption Agreement Signature Page EFTA01128108 WITH RESPECT TO APOLLO ADVISORS. VL L.P.: Assignors: JUDAH INVESTMENT TRUST N By: Name: Leon D. Black Title: Trustee Bv: 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 Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128109 WITH RESPECT TO APOLLO ADVISORS VI (EH), L.P.: Assignors: JUDAH INVESTMENT TRUST N By: By: del Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee JUDAH INVESTMENT TRUST K By: "dcrn.., oiA Name: Leon D. Black Title: Trustee Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. By. Name: John Suydam Title: Vice President By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128110 WITH RESPECT TO APOLLO ADVISORS VI (EH), LP.: Assignors: JUDAH INVESTMENT TRUST N By: Name: Leon D. Black Title: Trustee By: JUDAH INVESTMENT TRUST K By: By: Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. By: Name: John Suydam Title: Vice President Name: Leon D. Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128111 WITH RESPECT TO APOLLO ADVISORS VI (EH), L.P.: 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. By Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128112 WITH RESPECT TO AAA ASSOCIATES. L.P.: Assignor: JUDAH INVESTMENT TRUST 0 Consented to by: AAA MI? LIMITED By: C - 113ii Name: Leon D. Black Title: Director By: By: Name: Leon D. Black Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128113 WITH RESPECT TO AM ASSOCIATES, L.P.: 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 Fanners Assignment and Assumption Agreement Signature Page EFTA01128114 WITH RESPECT TO APOLLO CO-INVESTORS VI (Ell-A), L.P.: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: A.11,,n.Qn Nafrfe: 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 Herman Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128115 WIN RESPECT TO APOLLO CO-INVESTORS VI (EH-A), L.P.: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK Br Name: Debra Black Title: Trustee By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: -parry- T: Title: Trustee By: By: Name: Debra Black Title: Trustee m arty Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and .4s.sumption Agreement Signature Page EFTA01128116 WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-A), L.P.: 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 EFTA01128117 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: JA.,ta 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 CO-INVESTORS VI (EH-GP), LLC By: Apollo Advisors VI (EH-OP), Ltd. its manager By. Name: John Suydam Title: Vice President Name: Debra Black Title: Trustee Name: Barry Cohen Tale: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128118 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: By: 'ame: B Title: Tru ee 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 Name: an-y Col Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page Name: John Hannan Title: Trustee EFTA01128119 1992 TRUST FOR ALEXANDER SAMUEL BLACK By. Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: N 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 EFTA01128120 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 i 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: : Jo uyd Ale: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128121 WITH RESPECT TO APOLLO ADVISORS V (EM, LLC: Assignors: LEON D. BLACK Consented to by: LEON D. BLACK fi &LI Manager JOHN HANNAN Manager BLACK FAMILY 1997 TRUST By: By: By: A..Arn ZAI--*h. Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee Black Faintly Partners Assignment and Assumption Agreement Signature Page EFTA01128122 WITH RESPECT TO APOLLO ADVISORS V (Eli), 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: e: B hen Title: Tru tee Name: John Hannan Title: Trustee Name: Richard Ressler Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128123 WITH RESPECT TO APOLLO ADVISORS V (EN). LLC: 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 Family Partners Assignment and Assumption Agreement Signature Page EFTA01128124 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 EFTA01128125 WITH RESPECT TO APOLLO CAPITAL MANAGEMENT VI, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK 7,1) 1L 1 Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128126 WITH RESPECT TO APOLLO CO-INVESTORS IV, L.L.C: Assignors: JUDAH INVESTMENT TRUST L By: By: Name: Leon D Black Title: Trustee Name: John Hannan Title: Trustee 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 Assigrunem and Assumption Agreement Signature Page EFTA01128127 WITH RESPECT TO APOLLO CO-LWVESTORS 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 EFTA01128128 WITH RESPECT TO APOLLO CO-INVESTORS IV, LL.C: Assignors: JUDAH INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee 1988 TRUST FOR JOSH1 MAX BLACK .........\ By: ame: Barry Title: Trus 3988 TRUST R BENJAMIN ELI BLACK By: Name: Barry Title: Trustee 1988 TRUST FOR ALEXANDER SAMUEL BLACK By: ame: Barry Title: Truste Black Family Fanners Assignment and Assumption Agreement Signature Page EFTA01128129 1988 TRUST FOR VICTORIA RACHEL BLACK Consented to by: JOHN HANNAN Manager By: any Title: Truste Black Faintly Panr.ers Assignment and Assumption Agreement Signature Page EFTA01128130 1988 TRUST FOR VICTORIA RACHEL BLACK By: Name: Barry Cohen Title: Trustee Consented to by: JOHN HANNAN Black Family Partners Assign/nerd and Assumption Agreement Signature Page EFTA01128131 WITH RESPECT TO APOLLO A IC CO-INVESTORS, LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: <7,), Jleys_ 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 Block Family Partners Assignment and Assumption Agreement Signature Page EFTA01128132 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: By: By: Name: Debra Black Titl Trustee e: Ban- hen Title: Tru Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128133 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: Nape: Joi Hannan e: T tee 1992 TRUST FOR BENJAMIN ELI BLACK By: By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Tide: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128134 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: LEON D. BLACK Manager JOHN IIANNAN Manager 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 Tide: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Tide: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128135 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: Note- ebra Black & 1/4....s..._ TItl Myst Name: Title: hen By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128136 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Naat9.. Jo annan Ti T ee 1992 TRUST FOR VICTORIA RACHEL BLACK Consented to by: LEON D. BLACK Manager JOHN HANNAN By: By: By: Name: Debra Black "title: Trustee Name: Barry Cohen Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128137 WITH RESPECT TO APOLLO DIF CO-1NVESTORS, LLC: Assignors: 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: Trustee Name: Barry Cohen Title: Trustee By: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black. Family Penner: Assignment and Assumption Agreement Signature Page EFTA01128138 WITH RESPECT TO APOLLO DIP 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 BENJAMLN ELI BLACK By: By: By: Name- ni Name: B Title: Tru en Name: John Hannan Title: Trustee Black Family Partners Assignment and Asswnption Agreement Signature Page EFTA01128139 WITH RESPECT TO APOLLO DIF CO-INVESTORS, LLG: 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: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Br Biack Family Pannen Assignment and Assumption Agreement Signature Page EFTA01128140 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: LEON D. BLACK 4 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: salle- Name: D A/Sl at ebra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128141 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager By: By: By: Name: Debra Black Title: T ame: B tie: Trustee Name: John Harman Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: . rust . = me: B Title: Trust e Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128142 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 taper 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 EFTA01128143 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 Name: Debra Black Title: Trustee Name: Barry Cohen Title: 11-ustee Name: John Hannan Title: Trustee By: . By: By: Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 81ack Family Partners Assignment and Assumption Agreement Signature Page EFTA01128144 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: me: Bar en Title: Trus Name: John Hannan Title: Trustee By: By: Name: Debra Black Tit) • Trustee Name: B Title: T Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128145 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: 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 Panners Assignment and Assumption Agreement Signature Page EFTA01128146 WITH RESPECT TO APOLLO CO-INVESTORS V, L.L.C.: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Ttustee Br Name: Barry Cohen Tide: Trustee By. Name: John Hannan Tide: Trustee By: N e: 'chard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK Br Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Tide: Trustee Blade Family Farmers Assignment and Assumption Agreement Signature Page EFTA01128147 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 lltle: Trustee Name: Barry Cohen Title: Trustee Name John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: ate 44 Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128148 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: tee By: By: Name: John Human Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: B Title: T CI) 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 EFTA01128149 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 EFTA01128150 Consented to by: JOHN HANNAN Manager By: By: ante: Barry Title: Trust Name: John Harman Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128151 By: Name: Barry Cohen Title: Trustee Consented to by: JOHN HANNAN By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128152 WITH RESPECT TO APOLLO CO-INVESTORS V (EH). LW: Assignors: BLACK FAMILY 1997 TRUST By: By: By: By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 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 EFTA01128153 WITH RESPECT 7O APOLLO CO-INVESTORS V (EH), LW: Assignors: BLACK FAMILY I997 TRUST By: By: By: By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee Name: Baby en Title: T tee Name: John Hannan Title: Trustee By: By: Name: Debra Black Titl • Trustee Name: B C hen Title: T Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption .4greement Signature Page EFTA01128154 WITH RESPECT TO APOLLO CO-INVESTORS V (Eli). LLC: .4ssignors: 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: By: Name: Debra Black Title: Trustee Name: Barry Cohen Title: Trustee Name: Johnrntnan T Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128155 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 EFTA01128156 1992 TRUST FOR BENJAMIN ELI BLACK By: L Name: Debra Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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 EFTA01128157 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: rustee By: By: Title: Trust e Name: John Hannan Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: Debra Black Title: Trustee Name: John Hannan Thiel Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128158 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee B : 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 EFTA01128159 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 EFTA01128160 By: Name: Barry Cohen Title: Trustee Consented to by: JOHN HANNAN By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128161 WITH RESPECT TO APOLLO CO-INVESTORS VI (A), LW Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: By: By: ( 121.CS.) Name: Debra Black AE Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMLN ELI BLACK By: By: By: A-1"9 6- 410, 4...1t_ Name: Debra Black / Title: Trustee Name: Barry Cohen Title: Trustee Name: John Hannan Title: Trustee Black Family PaMMIT Assignment and Assumption Agreement Signature Page EFTA01128162 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: Name: Debra Black Title: Trustee By: By: arty C Title: Trust Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128163 WITH RESPECT TO APOLLO CO-INVESTORS VI (AA LLC: Assignors: 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: ann tee 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 EFTA01128164 1992 TRUST FOR ALEXANDER SAMUEL BLACK Consented to by: APOLLO MANAGEMENT VI, L.P. By:A1F VI Management, LLC its general partner By: Name: John Suydam Title: Vice President By: By: By: Name: Debra Black Title: Rustee 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 EFTA01128165 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Consented to by: APOLLO MANAGEMENT VI, L.P. BrAIF VI Management, LLC its general partner By: Name: John Suydam Title: Vice President By: By: Name: Debra Black Title: Trustee Iii ame: B < < Coh Title: ee Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: Debra Black Title: T stec e: Barry, Title: Trust Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128166 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee Consented to by: APOLLO MANAGEMENT VI, L.P. 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 Tide: Trustee Name: Barry Cohen Title: Trustee N e: John nn Tide V Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128167 I992 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, L.P. By:AIF VI Management, LLC its general partner By: uyd tle: Vice President Black Family Partners Assignment and Assutnption Agreement Signature Page EFTA01128168 WITH RESPECT TO APOLLO CO-INVESTORS VI (Ell-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 EFTA01128169 WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-GP), LLC: Assignor: LEON D. BLACK Consented to by: APOLLO ADVISORS VI (EH-GP), LTD. B Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128170 WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS GP, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK M! ARC: ROWAN Manager JOSHUA HARRIS Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128171 W7771 RESPECT TO APOLLO MANAGEMENT HOLDINGS GP. LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK Manager MARC ROWAN Manager JOSHUA HARRIS Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128172 IVITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II GP, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK MARC ROWAN Manager JOSHUA HARRIS Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128173 WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II GP, LLC: Assignor: LEON D. BLACK Consented to by: LEON D. BLACK Manager MARC ROWAN Manager JOSHUA HARRIS Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128174 WITH RESPECT TO APOLLO CAPITAL MANAGEMENT IV, INC.: Assignor: LEON D. BLACK /11 Black Family Ruiners Assignment and Assumption Agreement Signature Page EFTA01128175 WITH RESPECT TO APOLLO CAPITAL MANAGEMENT V, INC.: Assignor: LEON D. BLACK Black Family Airmen Assignment and Assumption Agreement Signature Page EFTA01128176 WITH RESPECT TO APOLLO ADVISORS VT (EH-GP). LTD.: Assignor: LEON D. BLACK Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128177 WITH RESPECT TO AAA MI? LIMITED: Assignor: LEON D. BLACK Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128178 WITH RESPECT TO AAA GUERNSEY LIMITED: Assignor: LEON D. BLACK Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01128179 WITH RESPECT TO AIF IV MANAGEMENT INC.: Assignor: LEON D. BLACK Black Family Panners Assignment and Assumption Agreement Signature Page EFTA01128180 ANNEX A jSame of Limited Name of Assignor General Partner Lbnited Partnership 'transfer Transferred Partnership with respect to such Agreement Provisions Points ,Limited partnership Apollo Management Holdings, L.P. LBF Holdings, LLC Apollo Management Holdings GP, LW Amended and Restated Limited Partnership Agreement dated as of April 19, 2007 Section 6.3 N/A Apollo Principal Holdings H, LP. 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, LP. 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 Judalfinvestment Trust L (361.5 points) Black Family 1997 Trust (264.4 points) Apollo Advisors V, L.P. Judah Investment Trust M Leon D. Black Apollo Capital Management V, Inc. Amended and Restated limited Partnership Agreement dated es of October 26, 2000 Section 6.2 Judah Investment Trust M (351.86 points) Leon D. Black EAST 779$0G2 A-I EFTA01128181 Investment Trust A i Investment Trust A (151.73 points) Apollo Advisors V (Ell Cayman), LP. Judah Investment Trust M Leon D. Black Investment Trust A Apollo Advisors V (Eli), LLC Amended and Restated Limited Partarship 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, L.P. Judah Investment Trust N Judah Investment Trust K 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), L.P. Judah Investment Trust N Judah Investment Trust K Apollo Advisors VI (EH- OP), 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, L.P. Judah Investment Trust O MA MW Limited Amended and Restated Limited Partnership Agreement dated as of June 8, 2006 Section 6.3 N/A Apollo Co-Investors VI (EH-A), L.P. 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 II, 2006 Section 9.1 N/A EAST 7793002 A-2 EFTA01128182 Black 1992 Trust for Victoria Rachel Black Apollo Management IV, Li'. AlP IV Management, Inc. Apollo Management, L.P. Third Amended and Restated Partnership Agreement, dated as of May .2007 Section 6.3 N/A , EAST 7793092 A-3 EFTA01128183 ANNEX B Name of Company Name of Assignor Managers Limited Liability Company Transfer Provisions Agreement Section 11 Apollo Management Holdings GP, MC Leon D. Black Leon D. Black Joshua Harris Marc Rowan Amended and Restated Limited Liability Company Agreement dated as of April 19, 2007 Apollo Principal Holdings 11 GP, LLC Leon a Black Leon D. Black Joshua Harris Marc Rowan Liability Company Agreement dated as of March 21, 2007 Section 11 Apollo Advisors V (EH), LLC Leon D. Black Black Family 1997 Trust Leon D. Black John Littman Amended and Restated Limited Liability Company Agreement, dated as of January 6, 2004 Section 6.2 Apollo Capital Management VI, LLC Leon O. Black Leon D. Black Second Amended and Restated Limited Liability Company Agreement, dated as of Jemmy 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 Trost for Victoria Leon D. Black Peter Copses John Hamm blare Rowan Amended and Restated Limited Liability Company Agreement. dated as of April 21, 1998 .. Section 9.1 EAST 1795CM J3-1 EFTA01128184 Rachel Black Ale Co-Investors, LW 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 DIP Co-Inventors LW 1M.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 /Mar B-2 EFTA01128185 Rachel Black 1 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 D. 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, L.P. Amended and Restated Limited Liability Company Agreement, dated as of October 26, 2005 Section 9. I Apollo Co-Investors VI (EH- OP), LLC Leon Black Apollo Advisors V1 (EII-GP), Ltd. Limited Liability Company Agreement, dated as °Indy ll, 2006 Section 16 EAST 77IISCO2 B-3 EFTA01128186 ANNEX C Name of Coinnanv Plante of Assignor Directors Charter Document(s) Transfer Provisions Apollo Capital Management IV, Inc. Loon D. Black Leon D. Block 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 4 Bylaws Section 5 Apollo Advisors VI (EH-GP), Ltd. Leon D. Black Loan D. Black Memorandum & Articles of Association dated as of 2?' September, 2005 Sections 31-24 AAA MD' Limited Lcon D. Black Leon 13. Black Josh Harris Brooks Newmark Articles of Association dared as \ of June 6, 2006 Section 10 AAA Guernsey Limited Leon D. Black Leon D. Black Josh Harris Marc Rowan Paul Guilbert Report Dorcy Louise Mcf3ain Benoi Suchodolski Articles of Association dated as of May 31, 2006 Section 10 EAST 7795402 C-1 EFTA01128187

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