ng 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 he

Partnership Units through AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership ("AP Professional"); WHEREAS, each of the Partnerships is treated as a partnership for U.S. Federal income tax purposes; WHEREAS, the limited partner interests in the Apollo Operating Group (as defined

anner of exercising one of the rights specified above. B.2 O The corporation acquired the Shares on or after January 1, 2009. C. To be completed by Partnerships. I hereby declare that: (if correct, mirk X in the following boxes) C.1 O The partnership is NOT and at the date of purchase of its Shares was not a

anner of exercising one of the rights specified above. B.2 O The corporation acquired the Shares on or after January 1, 2009. C. To be completed by Partnerships. I hereby declare that: (if correct, mirk X in the following boxes) C.1 O The partnership is NOT and at the date of purchase of its Shares was not a

the Code, which will include the value of BRH Holdings and AP Professional Holdings. Section 754 Election basis Upon receiving such property, the Partnerships will be entitled to make an election under Section 754 of the Code, which provides that an adjustment to the basis of a partnership's property (i.e

-204 (Unincorporated Business Tax Return for Partnerships, including Limited Liability Companies); NYC-204EZ (Unincorporated Business Tax Return for Partnerships, including Limited Liability Companies - EZ Form); NYC-EXT (Application for 6-Month Extension to File Business Income Tax Return); or NYC-5UB (Decla