EFTA01086578

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: /2 11 ame: Leon D. Black Title: Manager Consented to by: 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: Name: Debra Black icts.„4_ Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: Name: Debra Black Title: Ii stee By: N: Barry C Title: Trustee 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 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: 4-4r 1-0 - Name: Debra Black Tide: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President Block Family Partners Assignment and Assumption Agreement Signature Page EFTA01086588 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: B hen Title: By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: By: 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 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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 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: Title: Trustee By: Name: John Hannan Title: Trustee BLACK FAMILY 1997 TRUST By: Name: Dikraklack &let d Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee By: 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 EFTA01086592 WITH RESPECT TO APOLLO ADVISORS Assignors: JUDAH INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: e: Jo Hannan Ile: T By: 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 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: a e: Barry Title: Trust By: Name: John Hannan Title: Trustee By: 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 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: ( - 7------___,_ 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 EFTA01086595 WITH RESPECT TO APOLLO ADVISORS IVO!: 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: Name: Richard Ressler Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: e: Jdhn Suy Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086596 WITH RESPECT TO APOLLO MANAGEMENT BM: Assignor: AIF IV MANAGEMENT, INC. By:-LSnil 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: 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. Name: John Suydam Title: Vice President 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: Name: Leon D. Black Title: Trustee By: Consented to by: APOLLO CAPITAL MANAGEMENT V, INC. By: Name: John Suydam Title: Vice President 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 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 (Ell), LLC By: Name: John Suydam Title: Vice President 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 By: LEON D. BLACK INVESTMENT TRUST A By: Name: Leon D. Black Title: Trustee By: Consented to by: APOLLO ADVISORS V (EH), LLC By: Name: John Suydam Title: Vice President 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: 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: Name: John Suydam Title: Vice President 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: Name: Leon D. Black Title: Trustee By: Consented to by: APOLLO CAPITAL MANAGEMENT VI, LLC By. Name: John Suydam Title: Vice President 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: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee JUDAH INVESTMENT TRUST K By: 4l it` Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee 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 EFTA01086608 W1771RESPECT TO APOLLO ADVISORS VI (EH),..: Assignors: JUDAH INVESTMENT TRUST N By: Name: Leon D. Black Title: Trustee By: JUDAH INVESTMENT TRUST K By: Name: Leon D. Black Title: Trustee By. 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 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 By: Name: Leon D. Black Title: Trustee )z) By: Name: John Hannan Title: Trustee Consented to by: AAA MIP LIMITED By: / 13E) Name: Leon D. Black Title: Director 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 By: Consented to by: AAA MIP LIMITED By: Name: Leon D. Black Title: Director 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: Na e: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: Na e: Sany Co Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: m arry C Title: Trustee By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page 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: Name: Debra Black Title: Trustee By Name: Barry Cohen Title: Trustee By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086615 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: J. .74. 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: Name: John Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086616 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: ame: Ba Co en Title: T ee By: Name: John Hannan► Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: T tee By: Name. arry Co Title: Trustee By: Name: John Hannan Title: Trustee 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 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee 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 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 By: dtJr#- iciAt-&t Name: Debra Black Tide: Trustee By: Name: Barry Cohen Title: Trustee By. Name: John Hannan Title: Trustee By: Name: Richard Ressler Tide: Trustee Consented to by: LEON D. BLACK Manager S oil JOHN HANNAN Manager 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 By: By: Name: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager 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 By: By: Name: Richard Ressler Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN 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 By: e: Richard Ressler Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager 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 WITII RESPECT TO APOLLO CO-INVESTORS IV, L.L.C: Assignors: JUDAH INVESTMENT TRUST L By: Name: Leon D. Black Title: Trustee By: 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 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 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 t MAX at% BLACK By: 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 By: arry Title: Truste Consented to by: JOHN IIANNAN Manager 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: s1/42n1X PALL_ Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: Name: Debra Black Titl = Trustee B Title: T By: 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086632 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: ._g_s a$L4L -v L Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: A .12— Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: LEON D. BLACK }- 19-71 11 Manager JOHN HANNAN Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086633 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By. Name: Ba Title: T By: Name: John Hannan Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager 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 By: 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Consented to by: LEON D. BLACK Manager JOHN HANNAN 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: mot/o- Name: Debra Black I- Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086638 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: 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: LEON D. BLACK Manager JOHN HANNAN Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086639 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: By: By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: By: By: Name: John Hannan Title: Trustee Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager 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 By: N: : John annan Tit : Trusee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Consented to by: LEON D. BLACK Manager JOHN HANNAN Manager 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: )LO-• fcia,4 Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: e: B en Title: Trus By: Name: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Titl • Trustee By: Name: Ba Title: Tru By: 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086645 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 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: 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 Title: Trustee By: ame: Barry) en & Title: Trust e By: Name: John Hannan Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Ba C. en Title: Tru By: 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: Name: Debra Black Title: Trustee By. Name: Barry Cohen Title: Trustee By 1992 TRUST FOR VICTORIA RACHEL BLACK By Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086648 By: ame: Barry o n Title: Trus By: Name: John Hannan Title: Trustee Consented to by: JOHN HANNAN Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086649 By: Name: Barry Cohen Title: Trustee By: Consented to by: JOHN HANNAN 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: Title: Trustee By: Name: Barry Cohen Title: Trustee By: Maine: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: -,kir\a- icle—C4,__ Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Black Family Partners Assignment andAssumption Agreement Signature Page EFTA01086651 WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC: Assignors: BLACK FAMILY 1997 TRUST By: Name: Debra Black Title: Trustee By: Name: B Co en Title: T tee By: Name: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee 1992 TRUST FOR JOSHUA MAX BLACK By: Name: Debra Black Titl • Trustee By: Name: B C hen Title: T By: 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: Name: Debra Black Title: Trustee By: 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086654 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 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 Black Family Partners Assignment andAssumption Agreement Signature Page EFTA01086655 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Blackc io itiai1/4 Title: Trustee By: ame: B Co n Title: Trust e By: Name: John Hannan Title: Trustee 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Title: Trus By: 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086657 By: ame: B Title: Trust By: Name: John Hannan Title: Trustee Consented to by: JOHN HANNAN Manager Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086658 By: Name: Barry Cohen Title: Trustee By: Na e: Hannan Title: stee Consented to by: JOHN HANNAN 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: ( a - girt I Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black 4 Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: Name: Barry Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: am : arry Title: Trust By: 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086662 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, M r By:AIF VI Management, LLC its general partner By: Name: John Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086663 1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: B Title: Tru ce By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: T stet By: e: Barry Title: Trust By: Name: John Hannan Title: Trustee Consented to by: APOLLO MANAGEMENT VI, ■. By:AIF VI Management, LLC its general partner By: Name: John Suydam Title: Vice President 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 By: 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Naive: John Tit14: Truce Consented to by: V APOLLO MANAGEMENT By:AIF VI Management, LLC its general partner By: Name: John Suydam Title: Vice President 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 Aid/Am/ k flurnar aid WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS GP, LLC: tv.-104 ran tow-str Assignor: t LEON D. BLACK Consented to by: LEON D. BLACK MARC ROWAN Manager JOSHUA HARRIS Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086669 WITH 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 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 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 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< 511 /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 LBF Holdings, LLC Apollo Management Amended and Restated Section 6.3 N/A Holdings, IM. Holdings GP, LLC Limited Partnership Agreement dated as of April 19, 2007 Apollo Princlal Holdings Leon D. Black Apollo Principal Holdings Agreement of Limited Section 9 N/A II, .. II GP, LLC Partnership dated as of 1992 Trust for Joshua March 21, 2007 Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Apollo Advisors IV, Judah Investment Trust Apollo Capital Amended and Restated Section 6.3 Judah Investment L Management IV, Inc. Limited Partnership Trust L (361.5 Agreement dated as of points) Black Family 1997 April 21, 1998 Trust Black Family 1997 Trust (264.4 points) Apollo Advisors V, M. Judah Investment Trust Apollo Capital Amended and Restated Section 6.2 Judah Investment M Management V, Inc. Limited Partnership Trust M (351.86 Agreement dated as of points) Leon D. Black October 26, 2000 Leon D. Black EAST 7795002 EFTA01086679 Investment Trust A Investment Trust A (151.73 points) Apollo Advisors V (EH), Amended and Restated Section 6.2 Judah Investment Apollo Advisors V (EH Judah Investment Trust M LIE Limited Partnership Trust M (351.86 Cayman),. Agreement dated as of 6 points) Leon D. Black January 2004 Investment Trust A Leon D. Black Investment Trust A (151.73 points) Judah Investment Trust Apollo Capital Amended and Restated Section 6.3 Judah Investment Apollo Advisors VI,.. N Management VI, LLC Limited Partnership Trust N Agreement dated as of (379.36137 points) Judah Investment Trust August 26, 2005 IC Judah Investment Trust K (142 points) Judah Investment Trust Apollo Advisors VI (EH- Second Amended and Section 6.3 Judah Investment Apollo Advisors VI (EH), GP), Ltd. Restated Limited Trust N N E. Partnership Agreement (379.36137 points) Judah Investment Trust dated as of October 30, 2006 Judah Investment K Trust K (142 points) AAA MIP Limited Amended and Restated Section 6.3 N/A AAA Associates,.. Judah Investment Trust O Limited Partnership Agreement dated as of June 8, 2006 Amended and Restated Section 9.1 N/A Apollo Co-Investors VI 1992 Trust for Joshua Apollo Co-Investors VI (EH-A), Max Black (EH-GP), LLC Limited Partnership Agreement dated as of July 1992 Trust for 11, 2006 Benjamin Eli Black 1992 Trust for Alexander Samuel EAST 7795001 A-2 EFTA01086680 Black 1992 Trust for Victoria Rachel Black Apollo Maaggement IV, AIF IV Management, Apollo Management,.. Third Amended and Section 6.3 N/A Inc. Restated Partnership Agreement, dated as of May , 2007 EAST 7795002 A-3 EFTA01086681 ANNEX B Name of Company Name of Assignor Manners Limited Liability Company Transfer Provisions Agreement Apollo Management Holdings Leon D. Black Leon D. Black Amended and Restated Limited Section 11 GP, LLC Liability Company Agreement Joshua Harris dated as of April 19, 2007 Marc Rowan Apollo Principal Holdings H Leon D. Black Leon D. Black Liability Company Agreement Section II GP, LLC dated as of March 21, 2007 Joshua Han-is Marc Rowan Apollo Advisors V (EH), LLC Leon D. Black Leon D. Black Amended and Restated Limited Section 6.2 Liability Company Agreement, Black Family 1997 Trust John Hannan dated as of January 6, 2004 Apollo Capital Management Leon D. Black Leon D. Black Second Amended and Restated Section 17 VI, LLC Limited Liability Company Agreement, dated as of January 17, 2007 Apollo Co-Investors IV, Judah Investment Trust L Leon D. Black Amended and Restated Limited Section 9.1 L.L.C. Liability Company Agreement, 1988 Trust for Joshua Peter Copses dated as of April 21, 1998 Max Black John Hannan 1988 Trust for Benjamin Eli Black Marc Rowan 1988 Trust for Alexander Samuel Black 1988 Trust for Victoria EAST 7795002 B-1 EFTA01086682 Rachel Black AIC Co•Investors, LLC 1992 Trust for Joshua Leon D. Black Limited Liability Company Section 17 Max Black Agreement dated as of February John Hannan 18, 2004 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Apollo DIF Co-Investors LLC 1992 Trust for Joshua Leon D. Black Limited Liability Company Section 17 Max Black Agreement dated as of May 19, John Hannan 2003 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Apollo Co-Investors V, L.L.C. Black Family 1997 Trust Andrew Africk Amended and Restated Limited Section 9.1 Liability Company Agreement, 1992 Trust for Joshua Larry Berg dated as of October 26, 2000 Max Black Leon D. Black 1992 Trust for Benjamin Eli Black Peter Copses 1992 Trust for Alexander John Hannan Samuel Black Joshua Harris 1992 Trust for Victoria EAST 7795002 B-2 EFTA01086683 Rachel Black Marc Rowan Apollo Co-Investors V (EH), Black Family 1997 Trust Leon 1). Black Amended and Restated Limited Section 9.1 LLC Liability Company Agreement, 1992 Trust for Joshua John Hannan dated as of October 20, 2003 Max Black 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Apollo Co-Investors VI (A), 1992 Trust for Joshua Apollo Management VI, Amended and Restated Limited Section 9.1 LLC Max Black Liability Company Agreement, dated as of October 26, 2005 1992 Trust for Benjamin Eli Black 1992 Trust for Alexander Samuel Black 1992 Trust for Victoria Rachel Black Apollo Co-Investors VI (EH- Leon Black Apollo Advisors VI (EH-GP), Limited Liability Company Section 16 GP), LLC Ltd. Agreement, dated as of July 11, 2006 EAST 7795002 B-3 EFTA01086684 ANNEX C Name of Company Name f Assienor Directors Charter Document(sl Transfer Provisions Apollo Capital Management Leon D. Black Leon D. Black Certificate of Incorporation filed Bylaws Section 5 IV, Inc. November 13, 1997 John Hannan Amended and Restated Bylaws Apollo Capital Management Leon D. Black Leon D. Black Certificate of Incorporation filed Bylaws Section 5 V, Inc. May 5, 2000 John Hannan Amended and Restated Bylaws Apollo Advisors VI (EH-GP), Leon D. Black Leon D. Black Memorandum & Articles of Sections 31-24 Ltd. Association dated as of 22N September, 2005 . AAA MIP Limited Leon D. Black Leon D. Black Articles of Association dated as Section 10 of June 6, 2006 Josh Harris Brooks Newmark AAA Guernsey Limited Leon D. Black Leon D. Black Articles of Association dated as Section 10 of May 31, 2006 Josh Harris Marc Rowan Paul Guilbert Ruport Dorey Louise McBain Benoi Suchodolski EAST 7795002 a- EFTA01086685