EFTA01099273.pdf

DESIGNATION OF PERSONAL REPRESENTATIVES FOR AGREEMENT AMONG PRINCIPALS THIS DESIGNATION is made as of this 16'h day of October, 2013, by LEON D. BLACK in accordance with the Agreement Among Principals dated July 13, 2007, by and between Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P. (the "Agreement"). Capitalized terms not defined in this Designation shall have the meaning assigned to them in the Agreement. WHEREAS, Section 5.3(b) of the Agreement provides that (i) if a vacancy exists on the Executive Committee as a result of my death or Disability, I shall nominate a Senior Professional to fill such vacancy (the "LB Successor") and (ii) if a vacancy exists on the Executive Committee as a result of the termination of the LB Successor, I shall nominate a Senior Professional to fill such vacancy (a "Later LB Successor"), provided that my right to do so in each case has not terminated under said Section ( my "Nomination Rights"); and WHEREAS, Section 5.3(b) also provides that to exercise my Nomination Rights, I must consult with the remaining members of the Executive Committee, one of whom must approve the nomination; and WHEREAS, I have consulted with the Executive Committee and have executed a Nomination of Executive Committee Member dated October 16, 2013 nominating JOHN SUYDAM as the LB Successor and SCOTT KLEINMAN as the Later LB Successor; and WHEREAS, if my foregoing nominations of the LB Successor or the Later LB Successor shall for any reason fail to successfully fill the respective vacancy on the Executive Committee, my personal representative shall have my Nomination Rights; and WHEREAS, to avoid any ambiguity regarding the identity of my personal representative for purpose of exercising my Nomination Rights under the Agreement following my death, I now desire to designate such personal representative. NOW THEREFORE, in accordance with Section 5.3(b) of the Agreement, I hereby make the following designations: 1. I designate BARRY J. COHEN upon the issuance to him of Letters Testamentary or if sooner, Preliminary Letters Testamentary ("Letters") following the admission to probate of my last Will and Testament as my personal representative for purposes of Section 5.3(b) of the Agreement with full power to exercise my Nomination Rights thereunder. 2. If for any reason Letters are not issued to BARRY J. COHEN, I designate JOHN J. HANNAN upon the issuance of Letters to him following the admission to probate of my last Will and Testament as my personal representative for purposes of Section 5.3(b) of the Agreement with full power to exercise my Nomination Rights thereunder. EFTA01099273 Page 2 3. If for any reason Letters are not issued to either BARRY J. COHEN or JOHN J. HANNAN, I designate the executors collectively under my last Will and Testament duly admitted to probate to whom Letters have issued as my personal representative for purposes of Section 5.3(b) of the Agreement with full power to exercise my Nomination Rights thereunder. IN WITHESS WHEREOF, the undersigned has executed this Designation as of the date first above written. Leon D. Black EFTA01099274