CONFIDENTIAL & PROPRIETARY ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") dated as of December 21, 2006, between Leon D. Black (the "Assignor") and each of the trusts listed on Annex A hereto under the heading "Name of Assignee" (each, an "Assignee"). Recitals: A. The Assignor is currently a limited partner of each of the limited partnerships listed on Annex A hereto under the heading "Name of Limited Partnership" (the "Partnerships") and holds a limited partner interest in each such Partnership (individually, with respect to each Partnership, a "Partnership Interest"). B The Assignor desires to set over, assign and transfer 100% of his Partnership Interest in each Partnership (each, a "Transferred Interest") to the Assignee that is listed opposite the name of a particular Partnership on Annex A pursuant to the transfer provisions of the respective limited partnership agreements of each. such Partnership (such transfer provisions and limited partnership agreements are set forth in Annex A under the respective headings "Transfer Provisions" and "Partnership Agreement" and each of such transfer provisions shall be collectively referred to herein as "Transfer Provisions" and each of such limited partnership agreements shall be collectively referred to herein as the "Partnership Agreements"), with effect on the books and records of such Partnership as of December 21, 2006 (the "Effective Date"), and each Assignee desires to hereby assume the obligations of the Assignor as a limited partner of such Assignee's respective Partnership with respect to the applicable Transferred Interest pursuant to the terms of the applicable Partnership Agreement, with effect as of the Effective Date. C. The assignment and assumption effected by this instrument are permitted pursuant to the Transfer Provisions of the respective Partnership Agreements. Now, THEREFORE, in consideration of the mutual promises contained herei