EX-10.2



 Exhibit 10.2 

Execution Version 
  

ASSET PURCHASE AND SALE AGREEMENT 

by and among 
 ATHENE
ANNUITY AND LIFE COMPANY, 
 ATHENE ANNUITY & LIFE ASSURANCE COMPANY, 

and 
 APOLLO COMMERCIAL
REAL ESTATE FINANCE, INC. 
 Dated: February 26, 2016 







 Table of Contents 

 

									
	 	 	 	 	 	  	Page	 
	 ARTICLE I Definitions and Rules of Construction
	  	 	1	  
		 	 1.1
	 	 Definitions
	  	 	1	  
		 	 1.2
	 	 Rules of Construction
	  	 	6	  
	 ARTICLE II Purchase and Sale
	  	 	7	  
		 	 2.1
	 	 Closing
	  	 	7	  
		 	 2.2
	 	 Sale and Purchase of the Assets
	  	 	7	  
		 	 2.3
	 	 Nonassignable Assets
	  	 	8	  
		 	 2.4
	 	 Excluded Assets and Excluded Liabilities
	  	 	9	  
		 	 2.5
	 	 Payments at the Closing
	  	 	10	  
		 	 2.6
	 	 Set-Off
	  	 	10	  
		 	 2.7
	 	 Allocation of the Purchase Price
	  	 	10	  
	 ARTICLE III Representations and Warranties of Seller
	  	 	11	  
		 	 3.1
	 	 Organization and Power
	  	 	11	  
		 	 3.2
	 	 Authorization and Enforceability
	  	 	11	  
		 	 3.3
	 	 No Violation
	  	 	11	  
		 	 3.4
	 	 Authorizations and Consents
	  	 	12	  
		 	 3.5
	 	 Title to Assets; Assets in Book-Entry Form
	  	 	12	  
		 	 3.6
	 	 No Brokers
	  	 	12	  
		 	 3.7
	 	 Disclaimer
	  	 	12	  
	 ARTICLE IV Representations and Warranties of Buyers
	  	 	13	  
		 	 4.1
	 	 Organization and Power
	  	 	13	  
		 	 4.2
	 	 Authorization and Enforceability
	  	 	13	  
		 	 4.3
	 	 No Violation
	  	 	13	  
		 	 4.4
	 	 Authorizations and Consents
	  	 	14	  
		 	 4.5
	 	 Financial Capacity
	  	 	14	  
		 	 4.6
	 	 No Brokers
	  	 	14	  
		 	 4.7
	 	 No Inducement or Reliance; Independent Assessment
	  	 	14	  
	 ARTICLE V Covenants
	  	 	14	  
		 	 5.1
	 	 Conduct of Seller; Merger Agreement Rights; Cooperation; Repurchase Agreements
	  	 	14	  
		 	 5.2
	 	 Access to Information Prior to the Closing
	  	 	16	  









									
		 	 5.3
	 	 Consents and Approvals
	  	 	16	  
		 	 5.4
	 	 Public Announcements and Disclosure
	  	 	17	  
		 	 5.5
	 	 Exclusivity
	  	 	17	  
		 	 5.6
	 	 Post-Transfer Remittances
	  	 	17	  
	 ARTICLE VI Conditions to Closing
	  	 	18	  
		 	 6.1
	 	 Conditions to All Parties’ Obligations
	  	 	18	  
		 	 6.2
	 	 Conditions to Seller’s Obligations
	  	 	18	  
		 	 6.3
	 	 Conditions to Buyers’ Obligations
	  	 	19	  
	 ARTICLE VII Deliveries by Seller at Closing
	  	 	19	  
		 	 7.1
	 	 Officer’s Certificate
	  	 	19	  
		 	 7.2
	 	 Receipt
	  	 	19	  
		 	 7.3
	 	 Further Instruments
	  	 	20	  
	 ARTICLE VIII Deliveries by Buyer at Closing
	  	 	20	  
		 	 8.1
	 	 Officer’s Certificate
	  	 	20	  
		 	 8.2
	 	 Receipt
	  	 	20	  
		 	 8.3
	 	 Closing Consideration Amount
	  	 	20	  
	 ARTICLE IX Survival
	  	 	20	  
		 	 9.1
	 	 Survival
	  	 	20	  
	 ARTICLE X Termination
	  	 	21	  
		 	 10.1
	 	 Termination
	  	 	21	  
		 	 10.2
	 	 Procedure and Effect of Termination
	  	 	22	  
	 ARTICLE XI Miscellaneous
	  	 	22	  
		 	 11.1
	 	 Expenses
	  	 	22	  
		 	 11.2
	 	 Notices
	  	 	22	  
		 	 11.3
	 	 Governing Law
	  	 	25	  
		 	 11.4
	 	 Entire Agreement
	  	 	25	  
		 	 11.5
	 	 Severability
	  	 	25	  
		 	 11.6
	 	 Amendment
	  	 	26	  
		 	 11.7
	 	 Effect of Waiver or Consent
	  	 	26	  
		 	 11.8
	 	 Parties in Interest; Limitation on Rights of Others
	  	 	26	  
		 	 11.9
	 	 Assignability
	  	 	26	  
		 	 11.10
	 	 Jurisdiction; Court Proceedings; Waiver of Jury Trial
	  	 	27	  
		 	 11.11
	 	 No Other Duties
	  	 	27	  
		 	 11.12
	 	 Reliance on Counsel and Other Advisors
	  	 	27	  


  
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		 	 11.13
	 	 Remedies
	  	 	27	  
		 	 11.14
	 	 Specific Performance
	  	 	27	  
		 	 11.15
	 	 Counterparts
	  	 	28	  
		 	 11.16
	 	 Further Assurance
	  	 	28	  

  

			
	EXHIBIT A:	  	Unallocated Assets
	EXHIBIT A-1:	  	Athene Iowa Asset Schedule
	EXHIBIT A-2:	  	Athene Delaware Asset Schedule
	SCHEDULE 1:	  	Pricing Methodology
	SCHEDULE 2.2:	  	Sale and Purchase of Assets Prior to Closing
	SCHEDULE 3.3:	  	No Violation
	SCHEDULE 3.4(a):	  	Authorization and Consents
	SCHEDULE 3.4(b):	  	Repurchase Agreements


  
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 ASSET PURCHASE AND SALE AGREEMENT 

ASSET PURCHASE AND SALE AGREEMENT, dated as of February 26, 2016, by and among Athene Annuity and Life Company, an Iowa stock life
insurance company (“Athene Iowa”), Athene Annuity & Life Assurance Company, a Delaware stock life insurance company (“Athene Delaware” and, together with Athene Iowa, “Buyers” and each, a
“Buyer”), and Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (“Seller”). 
 RECITALS

 WHEREAS, Seller has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger
Agreement”), with Apollo Residential Mortgage, Inc., a Maryland corporation (“AMTG”), and Arrow Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of Seller (“Merger Sub”), pursuant to
which AMTG will merge with Merger Sub (the “First Merger”), with AMTG surviving the First Merger as a subsidiary of Seller and, thereafter, AMTG will merge with and into Seller (the “Second Merger” and, together
with the First Merger, the “Mergers”) with Seller surviving the Second Merger; 
 WHEREAS, immediately following, and
subject to, the consummation of the First Merger, Seller will indirectly own 100% of the Assets; 
 WHEREAS, Buyers desire to purchase from
Seller or its applicable Subsidiaries, and Seller desires to sell, or to cause its applicable Subsidiaries to sell, to Buyers, the Assets upon the terms and subject to the conditions hereinafter set forth; 

WHEREAS, on the date hereof, Athene USA Corporation, an Iowa corporation (“Athene USA”), and Seller are entering into that
certain stock purchase agreement, pursuant to which Athene USA agreed to purchase shares of Seller’s common stock following the consummation of the Mergers, upon the terms and subject to the conditions set forth therein (the “Stock
Purchase Agreement”); and 
 WHEREAS, on the date hereof, Athene USA has delivered that certain debt commitment letter to Seller,
pursuant to which, upon the terms and subject to the conditions set forth therein, Seller may draw up to $200,000,000 (subject to potential reduction pursuant to the terms thereof) under a term facility (the “Loan Agreement”) which
would be provided pursuant to the debt commitment letter (the “Debt Financing”). 
 NOW THEREFORE, in consideration of the
premises and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows: 

ARTICLE I 
 Definitions and
Rules of Construction 
 1.1 Definitions. 

As used in this Agreement, the following terms shall have the meanings set forth below: 







 “Affiliate” means, as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise; provided that, for purposes of
this Agreement, neither Seller nor any Subsidiary thereof shall constitute an Affiliate of any Buyer, and no Buyers nor any Subsidiary thereof shall constitute an Affiliate of Seller. 

“Agreement” means this Asset Purchase and Sale Agreement, as it may be amended from time to time. 

“AMTG” has the meaning set forth in the Recitals. 

“Ancillary Documents” means the documents being executed and delivered in connection with this Agreement and the Contemplated
Transactions, including the receipt for the Closing Consideration Amount (in each case as such documents may be supplemented, amended or modified from time to time). 

“Assets” means, collectively, the assets listed on Exhibit A, the Athene Iowa Assets and the Athene Delaware Assets.

 “Athene Delaware Assets” shall mean each of the assets set forth on Exhibit A-2 attached hereto, including the
gross amount (without deducting any related costs, including taxes, internal and external costs for any vendor or service provider and the costs of any repurchase or other financing of such asset) of any principal, interest or other proceeds paid to
Seller, AMTG or any of their respective Subsidiaries with respect to such asset or otherwise paid on or in respect of such asset from and after the Pricing Date through and including the Closing Date (or a later Post-Closing Transfer Date, if
applicable); provided, however, that Exhibit A-2 may be amended in accordance with Section 2.2(b) to (i) add any asset not currently set forth thereon that is purchased by AMTG, which thereafter will constitute an
Athene Delaware Asset, or (ii) remove any asset currently set forth thereon that is sold by AMTG, which thereafter will no longer constitute an Athene Delaware Asset. 

“Athene Delaware Consideration Amount” has the meaning set forth in Section 2.5(a). 

“Athene Iowa Assets” shall mean each of the assets set forth on Exhibit A-1 attached hereto, including the gross
amount (without deducting any related costs, including taxes, internal and external costs for any vendor or service provider and the costs of any repurchase or other financing of such asset) of any principal, interest or other proceeds paid to
Seller, AMTG or any of their respective Subsidiaries with respect to such asset or otherwise paid on or in respect of such asset from and after the Pricing Date through and including the Closing Date (or a later Post-Closing Transfer Date, if
applicable); provided, however, that Exhibit A-1 may be amended in accordance with Section 2.2(b) to (i) add any asset not currently set forth thereon that is purchased by AMTG, which thereafter will constitute an
Athene Iowa Asset, or (ii) remove any asset currently set forth thereon that is sold by AMTG, which thereafter will no longer constitute an Athene Iowa Asset. 

  
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 “Athene Iowa Consideration Amount” has the meaning set forth in
Section 2.5(a). 
 “Athene USA” has the meaning set forth in the Recitals. 

“Business Day” means any day other than a Saturday, Sunday or day on which banks are closed in New York, New York. If any
period expires on a day which is not a Business Day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a Business Day, such period shall expire or such event or condition shall occur
or be fulfilled, as the case may be, on the next succeeding Business Day. 
 “Buyer Material Adverse Effect” means, with
respect to a Buyer, any Event that would be reasonably likely to prevent or materially delay such Buyer’s ability to consummate the Contemplated Transactions. 

“Buyer Representative” means Athene USA. 

“Buyers” has the meaning set forth in the Preamble. 

“Closing” has the meaning set forth in Section 2.1. 

“Closing Consideration Amount” has the meaning set forth in Section 2.5(a). 

“Closing Date” has the meaning set forth in Section 2.1. 

“Closing Date Calculation Notice” has the meaning set forth in Section 2.5(b). 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent
superseding federal revenue Laws. 
 “Consents” has the meaning set forth in Section 3.4(a). 

“Contemplated Transactions” means the purchase and sale of the Assets as contemplated by this Agreement and the Ancillary
Documents. 
 “Contract” means any legally binding contract, agreement, license, lease, commitment, understanding or other
obligation, whether oral or written. 
 “Cross-Receipt” has the meaning set forth in Section 7.2. 

“Debt Financing” has the meaning set forth in the Recitals. 

“DTC” means the Depository Trust & Clearing Corporation. 

“Event” means any change, effect, development, circumstance, condition, state of facts, event or occurrence. 

  
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 “Excluded Assets” has the meaning set forth in Section 2.4. 

“First Merger” has the meaning set forth in the Recitals. 

“GAAP” means United States Generally Accepted Accounting Principles. 

“Governmental Entity” means any court, arbitral tribunal, administrative agency or commission or other governmental or other
regulatory authority or agency, whether foreign, federal, state, local or supernational. 
 “Injunction” has the meaning
set forth in Section 6.1(a). 
 “Joinder Agreement” means the letter agreement between Seller and Athene Holding, Ltd.
dated December 23, 2015. 
 “Law” means any statute, code, rule, regulation, order, ordinance, judgment or decree or
other pronouncement of any Governmental Entity having the effect of law. 
 “Lien” means any charge, claim, community
property interest, pledge, condition, equitable interest, lien (statutory or other), encumbrance, option, security interest, mortgage, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of
income or exercise of any other attribute of ownership. 
 “Litigation” means any claim, action, suit, arbitration,
alternative dispute resolution action or any other judicial or administrative proceeding, in Law or equity. 
 “Loan
Agreement” has the meaning set forth in the Recitals. 
 “Mergers” has the meaning set forth in the Recitals. 

“Merger Agreement” has the meaning set forth in the Recitals. 

“Merger Sub” has the meaning set forth in the Recitals. 

“Nonassignable Asset” has the meaning set forth in Section 2.3(a). 

“Notice of Disagreement” has the meaning set forth in Section 2.6(a). 

“Order” means an order, judgment, injunction, award, stipulation, decree, writ, ruling, subpoena, or verdict, entered,
issued, made or rendered by a Governmental Entity. 
 “Outside Purchase Date” has the meaning set forth in
Section 2.3(b). 
 “Person” or “person” means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity, person (including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder) or other entity or organization. 

  
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 “Post-Closing Transfer Date” has the meaning set forth in Section 2.3(b).

 “Pricing Date” has the meaning set forth in the Merger Agreement. 

“Proxy Statement” has the meaning set forth in the Merger Agreement. 

“Regulatory Approval” means (i) with respect to Athene Iowa, any Consent with respect to the Contemplated Transactions
required by the Iowa Insurance Division and (ii) with respect to Athene Delaware, any Consent with respect to the Contemplated Transactions required by the Delaware Department of Insurance. 

“Repurchase Agreements” means the repurchase agreements and related agreements in respect of borrowings (though documented as
sales and subsequent repurchases) collateralized by the Assets. 
 “Required Consent” means each Consent set forth on
Schedule 3.4(a). 
 “Resolution Notice” has the meaning set forth in the Section 2.6(a). 

“Second Merger” has the meaning set forth in the Recitals. 

“Seller” has the meaning set forth in the Preamble. 

“Seller Material Adverse Effect” means any Event that, individually or in the aggregate, (A) would be reasonably likely
to prevent or materially delay Seller’s ability to consummate the Contemplated Transactions or (B) is materially adverse to the value of the Assets, taken as a whole; provided, however, that, for purposes of this clause
(B) no Event resulting or arising from the following shall be deemed to constitute a Seller Material Adverse Effect or shall be taken into account when determining whether a Seller Material Adverse Effect has occurred or is reasonably likely to
exist or occur: (i) any change in general United States or global economic conditions or in the capital, financial, credit, mortgage or securities markets generally, including changes in interest or exchange rates, (ii) any condition (or
change therein) in the industry in which Seller operates, (iii) any change in Law, GAAP or interpretation thereof or in legal, political and/or regulatory conditions, (iv) any action taken at the request of the Buyer Representative,
(v) any Event attributable to the announcement or pendency of this Agreement and the Contemplated Transactions, including any litigation arising therefrom, (vi) any failure by Seller or AMTG to meet any internal or published projections,
estimates or expectations of Seller’s or AMTG’s revenue, earnings or other financial performance or results of operations for any period in and of itself (it being understood that any Event giving rise or contributing to any such failure
or change that is not otherwise excluded from the definition of a “Seller Material Adverse Effect” may be taken into account) or (vii) any Event arising out of changes in geopolitical conditions, acts of terrorism or sabotage, war
(whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, natural disasters or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of
this Agreement; provided that notwithstanding the foregoing, with respect to clauses (i), (ii), (iii) and (vii) above, any such effect shall be taken into account in determining whether a Seller Material Adverse Effect has occurred
or is reasonably likely to exist or occur only to the extent that such effect disproportionately adversely affects Seller or the Assets as compared to other companies in same industry in which the Seller operates or other assets similar to the
Assets. 

  
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 “Stock Purchase Agreement” has the meaning set forth in the Recitals. 

“Stockholders Meeting” has the meaning set forth in the Merger Agreement. 

“Subsidiary” or “Subsidiaries”, when used with respect to any Person, means any corporation, limited
liability company, partnership or other organization, whether incorporated or unincorporated, that (x) is consolidated with such Person for financial reporting purposes under GAAP, or (y) of which (i) at least a majority of the
outstanding shares of capital stock of, or other equity interests, having by their terms ordinary voting power to elect the board of directors or others governing body with respect to such corporation or other organization is, at the time of
determination, directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries or (ii) with respect to a partnership, such Person or any other Subsidiary
of such Person is a general partner of such partnership. 
 “Tax” or “Taxes” means any and all taxes,
levies, duties, tariffs, imposts and other similar charges and fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity or domestic or foreign
taxing authority, including, income, franchise, windfall or other profits, gross receipts, premiums, property, sales, use, net worth, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, excise,
withholding, ad valorem, stamp, transfer, value-added, gains tax and license, abandoned property, escheat, registration and documentation fees, severance, occupation, environmental, customs duties, disability, real property, personal property,
registration, alternative or add-on minimum, or estimated tax, including any interest, penalty, or addition thereto, whether disputed or not. 

“Treasury Regulations” means the regulations promulgated under the Code, as amended from time to time (including any
successor regulations). 
 1.2 Rules of Construction. 

Unless the context otherwise requires: 

(a) a capitalized term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) references in the singular or to “him,” “her,” “it,” “itself,” or other like references, and
references in the plural or the feminine or masculine reference, as the case may be, shall also, when the context so requires, be deemed to include the plural or singular, or the masculine or feminine reference, as the case may be; 

(d) references to Articles, Sections, Exhibits and Schedules shall refer to articles, sections, exhibits and schedules of this Agreement,
unless otherwise specified; 

  
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 (e) references to any party to this Agreement or any other agreement or document shall be deemed
to refer to any Person that becomes (or became, if applicable in the case of an agreement or document other than this Agreement) a successor or permitted assign of such party, upon the occurrence thereof; 

(f) references to any agreement or other document shall be to such agreement or other document (together with the schedules, exhibits and
other attachments thereto) as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time in accordance with its terms and the terms hereof (if applicable thereto); 

(g) the headings in this Agreement are for convenience and identification only and are not intended to describe, interpret, define or limit
the scope, extent or intent of this Agreement or any provision thereof; 
 (h) this Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party that drafted and caused this Agreement to be drafted; 
 (i) all monetary
figures shall be in U.S. dollars unless otherwise specified; and 
 (j) references to “including” in this Agreement shall mean
“including, without limitation,” whether or not so specified. 
 ARTICLE II 

Purchase and Sale 
 2.1
Closing. 
 The closing of the Contemplated Transactions (the “Closing”) will take place at the offices of Fried,
Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, NY 10004, immediately following the consummation of the First Merger in accordance with the terms of the Merger Agreement; provided, that the conditions set forth
in Article VI have been satisfied or waived in accordance with this Agreement (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of
such conditions at the Closing), or on such other date as the Buyer Representative and Seller may otherwise agree. The day on which the Closing actually occurs is referred to herein as the “Closing Date.” 

2.2 Sale and Purchase of the Assets. 

(a) Subject to the terms and conditions set forth in this Agreement, at the Closing, (i) Seller shall, and shall cause its applicable
Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Athene Iowa, and Athene Iowa shall purchase and acquire, all of Seller’s and its applicable Subsidiaries’ right, title and
interest in and to the Athene Iowa Assets (other than any Nonassignable Assets), free and clear of all Liens and (ii) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold,
transferred, assigned and delivered) to Athene Delaware, 

  
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and Athene Delaware shall purchase and acquire, all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to the Athene Delaware Assets (other than any
Nonassignable Assets), free and clear of all Liens. 
 (b) Exhibit A lists all of the Assets as of the date hereof. On a weekly
basis, from the date hereof until the date that is 10 days prior to the scheduled date of the Stockholders Meeting as set forth in the Proxy Statement, the Buyer Representative and Seller will update Exhibits A, A-1 and A-2 to
reflect (i) the purchase or sale of any Asset that complies with Schedule 2.2(b), (ii) the allocation of the Assets listed on Exhibit A between Exhibit A-1 and Exhibit A-2 as specified by the Buyer Representative in
its sole discretion and (iii) any change in the allocation of the Assets between Exhibit A-1 and Exhibit A-2 as the Buyer Representative may specify in its sole discretion; provided, however, that no such allocation
or change in allocation will be permitted if it would delay or impair the ability of the applicable Buyer to purchase the Assets on the Closing Date pursuant to the terms and conditions of this Agreement. If, as of the tenth (10th) day prior to the scheduled date of the Stockholders Meeting as set forth in the Proxy Statement, any Asset listed on Exhibit A has not been allocated by the Buyer Representative to
Exhibit A-1 or Exhibit A-2, then such Asset shall be deemed to be allocated to Exhibit A-1. Following the Closing Date, the Buyer Representative and Seller will update Exhibits A-1 and A-2 to reflect any change in
the allocation of the Nonassignable Assets between Exhibits A-1 and A-2 as the Buyer Representative may specify in its sole discretion; provided, however, that no such change in allocation will be permitted if it would
delay or impair the ability of the applicable Buyer to purchase the Nonassignable Assets on the applicable Post-Closing Transfer Date pursuant to the terms and conditions of this Agreement. 

2.3 Nonassignable Assets. 

(a) Notwithstanding anything in this Agreement to the contrary, but without limiting Section 5.1(c), this Agreement shall not obligate
Seller to sell, transfer or assign any Asset at the Closing if the attempted sale, transfer or assignment thereof would (i) constitute a breach of any obligation of Seller or any of its Subsidiaries under any Contract (including any Repurchase
Agreement) to which such Asset is subject, (ii) require Seller to pay a termination or transfer fee (however described) under any Contract, or (iii) require a Required Consent that has not been obtained as of the Closing Date (a
“Nonassignable Asset”). 
 (b) Without limiting Section 5.1(c), if, on any date after the Closing Date and through to
the date that is fifteen (15) Business Days after the Closing Date, or such later date as mutually agreed by the Buyer Representative and Seller (the “Outside Purchase Date”), (i) all Required Consents required to permit
the sale, transfer or assignment of a Nonassignable Asset to the applicable Buyer have been obtained, (ii) the assignment of such Nonassignable Asset to the applicable Buyer would not require Seller to pay a termination or transfer fee (however
described) under a Repurchase Agreement or other Contract (or such fee has, at the sole discretion of Seller or to the extent required to comply with Section 5.1(c), been paid) and (iii) the representations and warranties set forth in
Section 3.5 with respect to such Nonassignable Asset are true and correct as of such date and through and as of the date on which such Nonassignable Asset is transferred, conveyed and delivered to the applicable Buyer as though made at and as
of such date (or Buyer Representative waives such condition), then Seller shall deliver written notice to the Buyer Representative specifying each such Nonassignable Asset and 

  
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a closing date at least two (2) Business Days and no more than five (5) Business Days after the date of such notice for the sale, transfer or assignment of each such Nonassignable Asset
to the applicable Buyer (a “Post-Closing Transfer Date”). On each Post-Closing Transfer Date, (i) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold,
transferred, assigned and delivered) to each applicable Buyer all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to each Nonassignable Asset to which such Post-Closing Transfer Date relates free and clear of
all Liens, (ii) subject to Section 2.6, each applicable Buyer shall pay to Seller or its applicable Subsidiary (or its designee(s)) the purchase price with respect to each such Nonassignable Asset calculated in accordance with Schedule
1, except to the extent such Nonassignable Asset was previously taken into account in the calculation of the Closing Consideration Amount, and (iii) each applicable Buyer and each of Seller or any of its applicable Subsidiaries shall
deliver counterpart signature pages to a Cross-Receipt in respect of such sales, executed by a duly authorized representative of each such Buyer and Seller or its applicable Subsidiary. 

(c) If each Buyer stands ready, willing and able to effect the purchase of the Assets at all times during the period from and including the
Closing Date through and including the Outside Purchase Date, and Seller shall have failed to transfer to Buyers, at the Closing and all Post-Closing Transfer Dates, collectively, all of the Assets, then, from and after the Outside Purchase Date, it
shall not sell, transfer, assign or deliver to any other Person or otherwise dispose of any of the Nonassignable Assets without first providing Buyers with a right of first offer and right of first refusal with respect to such Nonassignable Asset;
provided, however, that at such time as Seller shall have transferred to Buyers, in the aggregate on and after the Closing Date, Assets with an aggregate market value of $1.0 billion, such right of first offer and right of first
refusal shall expire with respect to all remaining Nonassignable Assets on the one-hundred eightieth (180th) day following the Outside Purchase Date. For the avoidance of doubt, Seller shall
have no obligations under this Section 2.3(c) in the event (x) either Buyer shall have failed to purchase any Asset when obligated pursuant to Section 2.2(a) or Section 2.3(b) or (y) Athene USA shall have failed to provide
the Debt Financing when obligated pursuant to the terms and conditions of the Loan Agreement. 
 (d) Each Buyer that is purchasing
Nonassignable Assets shall provide Seller with a completed and executed U.S. Internal Revenue Service W-9. 
 2.4 Excluded Assets and
Excluded Liabilities. 
 Notwithstanding anything to the contrary contained herein, (i) no assets other than those set forth on
Exhibit A, Exhibit A-1 and Exhibit A-2 attached hereto (or as amended in accordance with Section 2.2(b)) shall be included in the purchase and sale hereunder, and all such other assets of Seller and its Subsidiaries (the
“Excluded Assets”) shall remain the property of Seller or its applicable Subsidiary, and (ii) in no event shall Seller or any Subsidiary of Seller delegate (or be deemed to delegate) to any Buyer, and in no event shall any
Buyer assume (or be deemed to assume), any liability or obligation of Seller, any Subsidiary of Seller or any other Person (whether relating to any period prior to, on or after the Closing) pursuant to this Agreement or any Ancillary Document. For
the avoidance of doubt, no Buyer shall have any obligation to pay any termination fee or other amount under any Repurchase Agreement or other Contract to which any Asset is subject or bound. 

  
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 2.5 Payments at the Closing. 

(a) Each of the purchase price to be paid by Athene Iowa for the Athene Iowa Assets (the “Athene Iowa Consideration Amount”)
and the purchase price to be paid by Athene Delaware for the Athene Delaware Assets (the “Athene Delaware Consideration Amount” and, together with the Athene Iowa Consideration Amount, the “Closing Consideration
Amount”) shall be calculated based on the value of such Assets as of the Pricing Date in accordance with the methodology set forth on Schedule 1 attached hereto. Seller shall, upon the reasonable written request of the Buyer
Representative and subject to the terms and conditions of the Merger Agreement, exercise Seller’s right pursuant to Schedule C of the Merger Agreement to request that AMTG challenge the pricing methodologies used in determining the Company Book
Value pursuant to the Merger Agreement. 
 (b) Within five (5) Business Days following the Pricing Date Seller shall prepare and
deliver to the Buyer Representative its initial calculations of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to the Buyer
Representative a written notice setting forth the calculation of the Athene Iowa Consideration Amount and the Athene Delaware Consideration Amount, in each case, less any amount thereof attributable to a Nonassignable Asset (the “Closing
Date Calculation Notice”). 
 (c) At the Closing, (i) subject to Section 2.6, Athene Iowa shall pay to Seller in
consideration for all of the Athene Iowa Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Iowa Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset as set forth in the Closing
Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, (ii) subject to Section 2.6, Athene Delaware
shall pay to Seller in consideration for all of the Athene Delaware Assets (other than any Nonassignable Asset) an amount in cash equal to the Athene Delaware Closing Consideration Amount less any amount thereof attributable to a Nonassignable Asset
as set forth in the Closing Date Calculation Notice, by wire transfer of immediately available funds to an account or accounts designated by Seller no fewer than three (3) Business Days prior to the Closing Date, and (iii) Seller shall
deliver the Assets (other than any Nonassignable Asset), or cause such Assets to be delivered, to each applicable Buyer free and clear of all Liens. 

2.6 Set-Off. To the extent that Athene USA sets off, pursuant to the second sentence of Section 2.2(b)(ii) of the Loan Agreement,
any portion of the amount payable by a Buyer pursuant to clause (ii) of the last sentence of Section 2.3(b), or pursuant to clause (i) or (ii) of Section 2.5(c), such portion so set off shall be deemed for all purposes of
this Agreement to have been paid in accordance with Section 2.3(b) or 2.5(c), as applicable. 
 2.7 Allocation of the Purchase
Price. Seller and Buyers agree to allocate the purchase price among the Assets in a manner consistent with Schedule 1 for U.S. federal, state and local Tax purposes. 

  
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 ARTICLE III 

Representations and Warranties of Seller 

Seller hereby represents and warrants to each Buyer as of the date hereof and as of the Closing Date as follows: 

3.1 Organization and Power. 

Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of organization. Seller
has full power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to which it is a party and to consummate the Contemplated Transactions. Seller has all power and authority, and possesses all governmental
licenses and permits necessary to enable it to own or lease and to operate its properties and assets and carry on its business as currently conducted, except such power, authority, licenses and permits the absence of which do not have a Seller
Material Adverse Effect. 
 3.2 Authorization and Enforceability. 

The execution and delivery of this Agreement and the Ancillary Documents to which Seller is a party and the performance by Seller of the
Contemplated Transactions that are required to be performed by Seller have been duly authorized by Seller and no other corporate proceedings on the part of Seller (including, without limitation, any shareholder vote or approval) are necessary to
authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which Seller is a party or the consummation of the Contemplated Transactions. This Agreement and each of the Ancillary Documents to be executed and
delivered at the Closing by Seller will be, at the Closing, duly authorized, executed and delivered by Seller. Assuming the due authorization, execution and delivery of this Agreement by Buyers, this Agreement constitutes, and assuming the due
authorization, execution and delivery of each Ancillary Document to which Seller is a party by each other party thereto, such Ancillary Document will constitute, a valid and legally binding agreements of Seller enforceable against Seller in
accordance with their terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

3.3 No Violation. 
 (a)
The execution and delivery by Seller of this Agreement and the Ancillary Documents to which Seller is a party, the consummation of the Contemplated Transactions that are required to be performed by Seller and the compliance with the terms of this
Agreement and the Ancillary Documents to which Seller is a party will not (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Seller, (ii) assuming that all consents, approvals and authorizations
contemplated by Section 3.4 have been obtained and all filings described therein have been made, conflict with or violate in any material respect any Law applicable to Seller or by which its properties are bound or affected, or
(iii) result in the creation of, or require the creation of, any Lien upon any of the Assets. 

  
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 (b) Except as set forth on Schedule 3.3 attached hereto, none of the execution, delivery or
performance of this Agreement by Seller, the consummation by Seller of the Contemplated Transactions or the compliance by Seller with any of the provisions of this Agreement will accelerate the performance required by, result in any termination,
cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination,
amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Seller is a party or by which the Assets are bound. 

(c) The Contemplated Transactions are not subject to any “bulk transfer” or similar Law. 

3.4 Authorizations and Consents. 

(a) Except as set forth on Schedule 3.4(a), no consents, licenses, approvals or authorizations of, or registrations, declarations or filings
with, any Governmental Entity or other Person (“Consents”) are required to be obtained or made by Seller or any of its Subsidiaries (including any Person that has become a Subsidiary of Seller pursuant to the Mergers) in connection
with the execution, delivery and performance of this Agreement or any Ancillary Documents to which Seller is, or is to be, a party or the consummation by Seller or its Subsidiaries (including any Person that has become a Subsidiary of Seller
pursuant to the Mergers) of the Contemplated Transactions. 
 (b) Schedule 3.4(b) sets forth a true and complete list of all the Repurchase
Agreements (and no other Contracts). 
 3.5 Title to Assets; Assets in Book-Entry Form. 

Immediately after the Closing (or with respect to each Nonassignable Asset, immediately after the transfer of such Asset to the applicable
Buyer on the applicable Post-Closing Transfer Date), (i) the applicable Buyer will have good and valid title to all of the Assets transferred to such Buyer and (ii) such Assets will be free and clear of all Liens other than any Liens
created by such Buyer. All Assets are held in book-entry form by DTC. 
 3.6 No Brokers. 

Except for Houlihan Lokey Capital, Inc. (whose fees will be paid by Seller), no broker, investment banker, financial advisor or other Person
is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the Contemplated Transactions based upon arrangements made by or on behalf of Seller. 

3.7 Disclaimer. 

Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor any of its Affiliates, representatives or advisors
has made, or shall be deemed to have made, to Buyers or any other Person any representation or warranty other than those expressly made by Seller in this Article III. 

  
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 ARTICLE IV 

Representations and Warranties of Buyers 

Each Buyer hereby, severally and not jointly, represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:

 4.1 Organization and Power. 

Such Buyer is a stock life insurance company duly formed, validly existing and in good standing under the Laws of its jurisdiction of domicile
and has full power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. 

4.2 Authorization and Enforceability. 

The execution and delivery of this Agreement and the Ancillary Documents to which such Buyer is a party and the performance by such Buyer of
the Contemplated Transactions have been duly authorized by such Buyer and no other corporate proceedings on the part of such Buyer (including, without limitation, any shareholder vote or approval) are necessary to authorize the execution, delivery
and performance of this Agreement and the Ancillary Documents to which such Buyer is a party or the consummation of the Contemplated Transactions. This Agreement is, and each of the Ancillary Documents to be executed and delivered at the Closing by
such Buyer will be at the Closing, duly authorized, executed and delivered by such Buyer. Assuming the due authorization, execution and delivery of this Agreement by Seller and each other Buyer, this Agreement constitutes, and assuming the due
authorization, execution and delivery of each Ancillary Document to which such Buyer is a party by each other party thereto, such Ancillary Document will constitute, a valid and legally binding agreements of such Buyer enforceable against such
Buyer, in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

4.3 No Violation. 
 The
execution and delivery by such Buyer of this Agreement and the Ancillary Documents to which such Buyer is a party, the consummation of the Contemplated Transactions and the compliance with the terms of this Agreement and the Ancillary Documents to
which such Buyer is a party will not (a) conflict with or violate any provision of the certificate of incorporation, bylaws or similar organizational documents of such Buyer, or (b) assuming that all consents, approvals and authorizations
contemplated by Section 4.4 have been obtained and all filings described therein have been made, conflict with or violate in any material respect any Law applicable to such Buyer or by which its respective properties are bound or affected.
Neither such Buyer nor its Affiliates are subject to any Contract that would impair or delay such Buyer’s ability to consummate the Contemplated Transactions. 

  
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 4.4 Authorizations and Consents. 

No Consents other than the Regulatory Approval applicable to such Buyer are required to be obtained or made by such Buyer in connection with
the execution, delivery, performance, validity and enforceability of this Agreement or any Ancillary Documents to which such Buyer is, or is to be, a party or the consummation by such Buyer of the Contemplated Transactions. 

4.5 Financial Capacity. 

Such Buyer has and will have available on the Closing Date and each Post-Closing Transfer Date (if any), capital and liquidity in amounts that
are sufficient to pay the Closing Consideration Amount as required by and in accordance with this Agreement. 
 4.6 No Brokers. 

Except for Athene Asset Management, L.P. (whose fees will be paid by such Buyer), no broker, investment banker, financial advisor or other
Person is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the Contemplated Transaction based upon arrangements made by or on behalf of such Buyer.

 4.7 No Inducement or Reliance; Independent Assessment. 

(a) Such Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made
by Seller (or its Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in Article III hereof, whether or not any such representations, warranties or statements were made in writing or orally. 

(b) Such Buyer acknowledges that Seller (or its Affiliates, officers, directors, employees, agents or representatives) does not make, will not
make and has not made any representation or warranty, express or implied, as to the prospects of the Assets or their profitability for such Buyer, or with respect to any forecasts, projections or business plans made available to such Buyer (or its
Affiliates, officers, directors, employees, agents or representatives) in connection with such Buyer’s review of the Assets. 
 ARTICLE
V 
 Covenants 
 5.1
Conduct of Seller; Merger Agreement Rights; Cooperation; Repurchase Agreements. 
 (a) During the period from the date hereof through
the Closing Date or earlier termination of the Merger Agreement in accordance with its terms, Seller shall use its reasonable best efforts to comply with and perform its obligations under the Merger Agreement, subject to and in accordance with the
terms thereof. 

  
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 (b) Seller shall not amend or waive, or consent to any amendment or waiver of, any provision of
the Merger Agreement where such amendment, waiver or consent (i) would have, or would reasonably be expected to have, an adverse effect on any of the Assets, (ii) would, or would reasonably be expected to, materially delay, or prevent, the
Closing or (iii) would alter any term in this Agreement, the Stock Purchase Agreement or the loan agreement governing the Debt Financing, that is defined by reference to the Merger Agreement, in each case, without the Buyer
Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. 
 (c) Without
limiting the immediately following sentence, Seller shall use reasonable best efforts to, and shall cause its Subsidiaries to use reasonable best efforts to, amend or terminate any Repurchase Agreement, or obtain counterparty waivers or consents
with respect thereto, to the extent necessary to permit the sale, transfer, assignment and delivery of all of its and its applicable Subsidiaries’ right, title and interest in and to the Assets free and clear of all Liens to each applicable
Buyer at the Closing pursuant to Section 2.2(a) and/or on one or more Post-Closing Transfer Dates pursuant to Section 2.3(b). Additionally, Seller shall cause all of its and its applicable Subsidiaries’ right, title and interest in
and to the Nonassignable Assets (if any) to be sold, transferred, assigned and delivered to each applicable Buyer free and clear of all Liens (including by, to the extent necessary, paying any and all termination and transfer fees (however
described) under any Repurchase Agreement or other Contract to which such Nonassignable Asset is subject) against payment for each such Nonassignable Asset in accordance with Section 2.3(b), such that (x) on or prior to the third (3rd) Business Day following the Closing Date, Seller and its Subsidiaries shall have sold, transferred, assigned and delivered (or caused to be sold, transferred, assigned and delivered) to Buyers,
on the Closing Date and any Post-Closing Transfer Dates, collectively, Assets with an aggregate market value of at least $500 million, and (y) on or prior to the Outside Purchase Date, Seller and its Subsidiaries shall have sold, transferred,
assigned and delivered (or caused to be sold, transferred, assigned and delivered) to Buyers, on the Closing Date and any Post-Closing Transfer Dates, collectively, Assets with an aggregate market value of at least $1.0 billion. 

(d) Seller shall cooperate in good faith with Buyers and use its reasonable best efforts to ensure that AMTG materially complies with its
obligations under Section 6.17(c) of the Merger Agreement. 
 (e) Seller shall promptly notify the Buyer Representative of any material
communication, and provide the Buyer Representative with copies thereof if such communication is in writing, received from AMTG, any of AMTG’s Affiliates or Representatives or any Governmental Entity, relating to or affecting the status of the
transactions contemplated by the Merger Agreement that have or would reasonably be expected to have any adverse effect on the Assets, the timing of the Mergers or the matters that are the subject of the Contemplated Transactions. On the same day
that Seller receives any broker quote or BofA Price Delta (as defined in Schedule C of the Merger Agreement) from AMTG with respect to any Asset, Seller shall deliver the same to the Buyer Representative. 

(f) From the date hereof through and including the Closing Date (or with respect to any Nonassignable Asset, the Post-Closing Transfer Date,
if any, on which such Asset is transferred to the applicable Buyer), Seller shall provide the Buyer Representative with pricing information regarding the Assets on a monthly basis in the same form such information is provided by AMTG to Seller under
the Merger Agreement. 

  
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 5.2 Access to Information Prior to the Closing. 

During the period from the date hereof through the Closing Date, Seller shall use reasonable best efforts to cause AMTG to give the Buyer
Representative and its authorized representatives reasonable access during regular business hours to all books and records (including Tax records) related to the Assets as such Buyer may reasonably request; provided, that such Buyer and its
representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as the case may be, to schedule such access through a designated officer of Seller or AMTG, as the case may be, and in such a way as to avoid
disrupting in any material respect the normal operations of Seller or AMTG, as the case may be. Notwithstanding the foregoing, neither the Seller nor AMTG shall be required by this Section 5.2 to provide any Buyer or its representatives with
access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall use, and shall use
reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate or contravene any Law (provided,
however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that
is subject to any attorney-client, attorney work product or other legal privilege of such party or its Subsidiaries (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable
best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). 

5.3 Consents and Approvals. 

(a) Upon the terms and subject to the conditions set forth in this Agreement, each Buyer and Seller shall and shall cause their respective
Subsidiaries, to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or
pursuant to any contract or agreement to consummate and make effective, as promptly as practicable, the Contemplated Transactions, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article VI to
be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities or other Persons necessary in connection with the consummation of the Contemplated Transactions and the making
of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any
Governmental Entity or other Persons necessary in connection with the consummation of the Contemplated Transactions, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement
or the consummation of the Contemplated Transactions so as to enable the Closing to occur as soon as reasonably practicable, and (iv) the execution and delivery of any additional instruments necessary to consummate the Contemplated Transactions
and to fully carry out the purposes of this Agreement. 

  
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 (b) Without limiting Section 5.3(a), each Buyer shall, and shall cause its respective
Subsidiaries to, use reasonable best efforts to obtain such Buyer’s applicable Regulatory Approval as promptly as practicable following the date hereof. Each Buyer shall keep Seller reasonably informed of any material communication received by
such Buyer from, or given by such Buyer to, the applicable Governmental Entity responsible for granting such Buyer’s applicable Regulatory Approval. 

5.4 Public Announcements and Disclosure. 

The initial press release regarding this Agreement and the Contemplated Transactions shall be made at such time and in such form as the Buyer
Representative and Seller agree; provided that in the event the parties cannot agree, either party shall be permitted to make any disclosure required by Law. From and after the date hereof, so long as this Agreement is in effect, neither
Buyers nor Seller will issue or make any subsequent press release, public statement or other disclosure to a third party with respect to this Agreement or the Contemplated Transactions without the prior consent of the other party (which consent
shall not be unreasonably withheld, conditioned or delayed), unless such party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of the New York Stock
Exchange or other exchange to issue or cause the publication of any press release or other announcement or disclosure with respect to the Mergers or this Agreement, in which event such party shall endeavor, on a basis reasonable under the
circumstances, to provide a meaningful opportunity to the other party to review and comment upon such press release or other announcement or disclosure and shall give due consideration to all reasonable additions, deletions or changes suggested
thereto. 
 5.5 Exclusivity. 

Except as contemplated by this Agreement and the Ancillary Documents, prior to the Closing or until the date that is twelve (12) months
following the termination of this Agreement in accordance with its terms, Buyers will not, and will cause their Affiliates, representatives and agents not to, directly or indirectly, solicit, continue inquiries, encourage, facilitate, initiate any
contact, enter into discussions or negotiations, furnish any information with respect to or enter into any agreement or other instruments (whether or not binding) with any Person other than Seller or its Affiliates concerning the submission of any
proposal or offer to AMTG or any of its Affiliates (other than Seller) relating to any of the following: (i) a liquidation, dissolution or recapitalization of, (ii) a merger or consolidation with or into, (iii) an acquisition or
purchase of any assets of or any equity interest in, or (iv) any similar transaction or business combination involving, in each case, AMTG or any of its Subsidiaries or any asset owned by AMTG or any of its Subsidiaries, as applicable. Buyers
and each of their Affiliates shall, and shall cause their respective representatives and agents to, discontinue immediately any negotiations or discussions with respect to any of the foregoing. 

5.6 Post-Transfer Remittances. 

From and after the date on which any Asset is sold to a Buyer pursuant to Section 2.2(a) or Section 2.3(b) of this Agreement, to the
extent that Seller or any of its Subsidiaries (including any Person that has become a Subsidiary of Seller pursuant to the Mergers) receives 

  
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any payment of principal, interest or other proceeds with respect to such Asset, Seller shall, or shall cause its applicable Subsidiary to, hold such amounts in trust for the account of such
Buyer and pay such principal, interest or other proceeds to such Buyer as promptly as practicable. 
 ARTICLE VI 

Conditions to Closing 
 6.1
Conditions to All Parties’ Obligations. 
 The obligations of the parties to consummate the Contemplated Transactions are
subject to the fulfillment prior to or at the Closing of each of the following conditions (any or all of which may be waived by the parties to the extent permitted by applicable Law): 

(a) Statutes; Court Orders. No court of competent jurisdiction or other Governmental Entity of competent jurisdiction shall have
enacted, issued, promulgated, enforced or entered any Law, Order, stipulation or other legal restraint (whether temporary, preliminary or permanent) (an “Injunction”), in any case, which is in effect and which prevents, prohibits or
makes illegal the consummation of the Contemplated Transactions. 
 (b) Consummation of the First Merger. The First Merger shall have
been fully consummated, and in full force and effect, in accordance with the terms of the Merger Agreement. 
 6.2 Conditions to
Seller’s Obligations. 
 The obligations of Seller to consummate the Contemplated Transactions are subject to the fulfillment at or
prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by Seller to the extent permitted by applicable Law): 

(a) Representations and Warranties. The representations and warranties of Buyers contained in Article IV hereof shall be true and
correct (without regard to any materiality, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty) as of the date hereof and as of the Closing Date (except for
representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specified date), except to the extent that the failure to be so true and correct, individually
or in the aggregate, would not have a Buyer Material Adverse Effect. 
 (b) Performance. Each Buyer shall have performed and complied
in all material respects with all agreements and covenants required by this Agreement to be so performed or complied with by such Buyer at or prior to the Closing. 

(c) Stock Purchase Agreement and Debt Financing. Each of the Stock Purchase Agreement and the Debt Financing shall be in full force and
effect and there shall have been no material default thereunder by Athene USA. 
 (d) Deliveries. Seller shall have received the
deliveries contemplated by Article VIII. 

  
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 6.3 Conditions to Buyers’ Obligations. 

The obligations of each Buyer to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of
the following conditions (any or all of which may be waived in whole or in part by such Buyer to the extent permitted by applicable Law): 

(a) Representations and Warranties. The representations and warranties of Seller contained in Article III hereof shall be true and
correct (without regard to any materiality, Seller Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty) as of the date hereof and as of the Closing Date (except for
representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specified date), except to the extent that the failure to be so true and correct, individually
or in the aggregate, would not have a Seller Material Adverse Effect. 
 (b) Performance. Seller shall have performed and complied in
all material respects with all agreements and covenants required by this Agreement to be so performed or complied with by Seller at or prior to the Closing. 

(c) Regulatory Approval. Each Buyer shall have obtained its applicable Regulatory Approval. 

(d) No Liens. Each Asset scheduled to be sold and assigned by Seller at the Closing shall be free and clear of all Liens. 

(e) Deliveries. The Buyer Representative shall have received the deliveries contemplated by Article VII. 

(f) Closing Date. The Closing shall occur on the same date as the date of the First Merger. 

ARTICLE VII 
 Deliveries by
Seller at Closing 
 On the Closing Date, Seller shall deliver or cause to be delivered to the Buyer Representative: 

7.1 Officer’s Certificate. 

An officer’s certificate signed by a duly authorized executive officer of Seller to the effect set forth in Sections 6.3(a) and 6.3(b).

 7.2 Receipt. 
 A
counterpart signature page to the cross-receipt, in a form mutually agreed among the parties (the “Cross-Receipt”), executed by a duly authorized executive officer of Seller or its applicable Subsidiary confirming the receipt of the
Closing Consideration Amount. 

  
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 7.3 Further Instruments. 

Such documents of further assurance reasonably necessary and typical for transactions similar to the Contemplated Transactions in order to
complete the Contemplated Transactions. Without limitation to the foregoing, each of Seller and AMTG shall provide the Buyer Representative with an executed “certification of non-foreign status” in the form and manner set forth in Treasury
Regulations Section 1.1445-2(b)(2). 
 ARTICLE VIII 

Deliveries by Buyer at Closing 

On the Closing Date, Buyers shall deliver or cause to be delivered to Seller: 

8.1 Officer’s Certificate. 

A certificate signed by a duly authorized executive officer of the Buyer Representative to the effect set forth in Sections 6.2(a) and 6.2(b).

 8.2 Receipt. 
 A
counterpart signature page to the Cross-Receipt executed by a duly authorized representative of each applicable Buyer confirming the receipt of such Buyer’s applicable Assets. 

8.3 Closing Consideration Amount. The Closing Consideration Amount, by wire transfer of immediately available funds, to the account or
accounts designated by Seller. 
 ARTICLE IX 

Survival 
 9.1
Survival. 
 All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire as of
the Closing, and all liability and obligations of any nature with respect to such representations and warranties shall thereupon be extinguished; provided, however, that representations and warranties set forth in the first sentence of
Section 3.5 shall, with respect to a particular Asset (including any Nonassignable Asset), survive the Closing (and, if applicable, the Post-Closing Transfer Date applicable thereto) and the transfer of such Asset to the applicable Buyer until
the twelve month anniversary of the Closing (or, if applicable, the Post-Closing Transfer Date applicable to such Asset). 

  
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 ARTICLE X 

Termination 
 10.1
Termination. 
 This Agreement may be terminated and the Contemplated Transactions may be abandoned prior to the Closing Date: 

(a) at any time, by mutual written agreement of Seller and the Buyer Representative; or 

(b) at any time, by either Seller or the Buyer Representative (i) if any Injunction having any of the effects set forth in
Section 6.1(a) of this Agreement shall be in effect and have become final and nonappealable or (ii) at any time following the termination of the Merger Agreement in accordance with its terms; or 

(c) by written notice from the Buyer Representative to Seller, if a breach of or failure to perform any representation, warranty, covenant or
agreement on the part of Seller set forth herein shall have occurred, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.3(a) or 6.3(b), and (ii) after receipt by Seller of
written notice from the Buyer Representative of such breach or failure to perform, cannot be cured prior to the Closing Date, provided, that no Buyer is then in breach with respect to any of its representations, warranties, covenants or other
agreements contained in this Agreement; or 
 (d) by written notice from Seller to the Buyer Representative, if a breach of or failure to
perform any representation, warranty, covenant or agreement on the part of any Buyer set forth herein shall have occurred, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2(a) or
6.2(b), and (ii) after receipt by the Buyer Representative of written notice from Seller of such breach or failure to perform, cannot be cured prior to the Closing Date, provided, that Seller is not then in breach with respect to any of
its representations, warranties, covenants or other agreements contained in this Agreement; or 
 (e) by written notice from Seller to the
Buyer Representative, if (i) all of the conditions set forth in Sections 6.1 and 6.3 have been and continue to be satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at Closing), (ii) Seller
has confirmed by written notice to the Buyer Representative that it stands ready, willing and able to consummate the Contemplated Transactions when required pursuant to Section 2.1 and (iii) any Buyer fails to consummate the Contemplated
Transactions within three (3) Business Days of the date the Closing should have occurred pursuant to Section 2.1 (it being understood that during such three (3) Business Day period, Seller shall not be entitled to terminate this
Agreement); or 
 (f) by written notice from the Buyer Representative to Seller, if (i) all of the conditions set forth in Sections 6.1
and 6.2 have been and continue to be satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at Closing), (ii) the Buyer Representative has confirmed by written notice to Seller that each Buyer
stands ready, willing and able to consummate the Contemplated Transactions when required pursuant to Section 2.1 and (iii) Seller fails to consummate the Contemplated Transactions within three


  
 - 21 - 








 
(3) Business Days of the date the Closing should have occurred pursuant to Section 2.1 (it being understood that during such three (3) Business Day period, the Buyer Representative
shall not be entitled to terminate this Agreement); or 
 (g) by written notice from the Buyer Representative to Seller, if the Closing
shall not have occurred by October 26, 2016. 
 10.2 Procedure and Effect of Termination. 

In the event of the termination of this Agreement and the abandonment of the Contemplated Transactions, written notice thereof shall be given
by a terminating party to the other parties, and this Agreement shall terminate and the Contemplated Transactions shall be abandoned without further action by any of the parties. If this Agreement is terminated pursuant to Section 10.1: 

(a) At Seller’s request, each Buyer shall promptly cause to be returned to Seller or destroy all documents and information obtained in
connection with this Agreement and the Contemplated Transactions and all documents and information obtained in connection with such Buyer’s investigation of the Assets from Seller or its representatives, including any copies made by or supplied
to such Buyer or any of such Buyer’s agents of any such documents or information. 
 (b) No party hereto shall have any obligation or
liability to the other parties hereto, except that the parties hereto shall remain bound by the provisions of this Section 10.2 and Section 5.4, Section 5.5 and Article XI and by the provisions of the Joinder Agreement;
provided, that nothing herein shall relieve a defaulting or breaching party from any liability or damages arising out of its breach of any covenant or agreement in this Agreement. 

ARTICLE XI 
 Miscellaneous

 11.1 Expenses. 

All fees and expenses incurred in connection with the Contemplated Transactions shall be paid by the party incurring such expenses, whether or
not the Contemplated Transactions are consummated. 
 11.2 Notices. 

All notices, requests, claims, consents, demands and other communications hereunder shall be in writing and shall be deemed given if delivered
to the applicable party (i) personally (notice deemed given upon receipt), (ii) telecopied (notice deemed given upon confirmation of receipt), (iii) sent by a nationally recognized overnight courier service, such as Federal Express
(notice deemed given upon receipt of proof of delivery) or (iv) electronic mail (provided, that any such transmission by electronic mail shall be followed by a copy delivered in accordance with the foregoing clauses (i) or (iii))
(notice deemed given on the date sent if sent during normal business hours of the recipient, and on the next Business Day, if sent after normal business hours of the recipient). All notices hereunder shall be delivered as set forth below, or


  
 - 22 - 








 
pursuant to such other instructions as may be designated in writing by the party to receive such notice, and a copy of each notice shall also be sent via e-mail. 

 

					
	If to Seller:	  	Apollo Commercial Real Estate Finance, Inc.
		  	c/o Apollo Global Management, LLC
		  	9 W. 57th Street, 43rd Floor
		  	New York, NY 10019
		  	Attn:	  	Stuart Rothstein
		  	Fax:	  	(646) 219-3826
		  	Email: srothstein@apollolp.com
	
	 With a copy (which shall not constitute notice) to:

		
		  	Fried, Frank, Harris, Shriver & Jacobson LLP
		  	One New York Plaza
		  	New York, NY 10004
		  	Attn:	  	Steven Epstein, Esq.
		  		  	Abigail Bomba, Esq.
		  	Fax: (212) 859-4000
		  	Email: steven.epstein@friedfrank.com
		  		  	abigail.bomba@friedfrank.com
		
	If to the Buyer Representative:	  	Athene USA Corporation
		  	c/o Athene Asset Management, L.P.
		  	2121 Rosecrans Ave., Suite 5300
		  	El Segundo, CA 90245
		  	Attention: James Belardi
		  	Facsimile: (310) 698-4492
		  	Email: jbelardi@athene.com


  
 - 23 - 









					
	With a copies (which shall not constitute notice) to:
		
		  	Athene USA Corporation
		  	c/o Athene Asset Management, L.P.
		  	2121 Rosecrans Ave., Suite 5300
		  	El Segundo, CA 90245
		  	Attention: Legal Department
		  	Facsimile: (310) 698-4481
		  	Email: legal@athene.com
		
		  	Sidley Austin LLP
		  	One South Dearborn
		  	Chicago, IL 60603
		  	Attn:	  	Perry J. Shwachman, Esq.
		  		  	Paul L. Choi, Esq.
		  	Fax: (312) 853-7036
		  	Email: pshwachman@sidley.com
		  		  	pchoi@sidley.com
		
	If to Athene Iowa:	  	Athene Annuity and Life Company
		
		  	c/o Athene Asset Management, L.P.
		  	2121 Rosecrans Ave., Suite 5300
		  	El Segundo, CA 90245
		  	Attention: James Belardi
		  	Facsimile: 310-698-4492
		  	Email: jbelardi@athene.com
	
	 With a copies (which shall not constitute notice) to:

		
		  	Athene Annuity and Life Company
		  	c/o Athene Asset Management, L.P.
		  	2121 Rosecrans Ave., Suite 5300
		  	El Segundo, CA 90245
		  	Attention: Legal Department
		  	Facsimile: (310) 698-4481
		  	Email: legal@athene.com
		
		  	Sidley Austin LLP
		  	One South Dearborn
		  	Chicago, IL 60603
		  	Attn:	  	Perry J. Shwachman, Esq.
		  		  	Paul L. Choi, Esq.
		  	Fax: (312) 853-7036
		  	Email: pshwachman@sidley.com
		  		  	pchoi@sidley.com


  
 - 24 - 









					
	If to Athene Delaware:	  	Athene Annuity & Life Assurance Company
		  	c/o Athene Asset Management, L.P.
		  	2121 Rosecrans Ave., Suite 5300
		  	El Segundo, CA 90245
		  	Attention: James Belardi
		  	Facsimile: 310-698-4492
		  	Email: jbelardi@athene.com
	
	 With a copies (which shall not constitute notice) to:

		
		  	Athene Annuity & Life Assurance Company
		  	c/o Athene Asset Management, L.P.
		  	2121 Rosecrans Ave., Suite 5300
		  	El Segundo, CA 90245
		  	Attention: Legal Department
		  	Facsimile: (310) 698-4481
		  	Email: legal@athene.com
		
		  	Sidley Austin LLP
		  	One South Dearborn
		  	Chicago, IL 60603
		  	Attn:	  	Perry J. Shwachman, Esq.
		  		  	Paul L. Choi, Esq.
		  	Fax: (312) 853-7036
		  	Email: pshwachman@sidley.com
		  		  	pchoi@sidley.com

 11.3 Governing Law. 

This Agreement shall in all respects be governed by, and construed in accordance with, the Laws (excluding conflict of laws rules and
principles) of the State of Delaware applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance. 

11.4 Entire Agreement. 

This Agreement, together with the Exhibits hereto, the Ancillary Documents and the Joinder Agreement, constitute the entire agreement of the
parties relating to the subject matter hereof and supersede all prior contracts or agreements, whether oral or written. 
 11.5
Severability. 
 Should any provision of this Agreement or the application thereof to any Person or circumstance be held invalid or
unenforceable to any extent: (a) such provision shall be ineffective to the extent, and only to the extent, of such unenforceability or prohibition and shall be enforced to the greatest extent permitted by Law, (b) such unenforceability or
prohibition in any jurisdiction shall not invalidate or render unenforceable such provision as applied (i) to other Persons or circumstances or (ii) in any other jurisdiction, and (c) such unenforceability or prohibition shall not
affect or invalidate any other provision of this Agreement. 

  
 - 25 - 








 11.6 Amendment. 

Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented or modified orally, but only by an instrument in
writing signed by Buyers and Seller; provided, that the observance of any provision of this Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. 

11.7 Effect of Waiver or Consent. 

No waiver or consent, express or implied, by any party to or of any breach or default by any party in the performance by such party of its
obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such party of the same or any other obligations of such party hereunder. No single or partial exercise of any
right or power, or any abandonment or discontinuance of steps to enforce any right or power, shall preclude any other or further exercise thereof or the exercise of any other right or power. Failure on the part of a party to complain of any act of
any party or to declare any party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder until the applicable statute of limitation period has run. 

11.8 Parties in Interest; Limitation on Rights of Others. 

The terms of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives,
successors and assigns. Nothing in this Agreement, whether express or implied, shall be construed to give any Person (other than the parties hereto and their respective legal representatives, successors and assigns and as expressly provided herein)
any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein, as a third party beneficiary or otherwise; provided that Athene USA, in its capacity as the Buyer
Representative, shall constitute a third party beneficiary of this Agreement. 
 11.9 Assignability. 

This Agreement shall not be assigned by any party without the prior written consent of the other parties hereto, except that (x) each
Buyer shall be permitted to assign any of its rights or delegate any of its obligations under this Agreement, in each case in whole or in part, to one or more Persons without the consent of any other party (but in no event shall such assignment be
permitted if it would delay or impair the ability of such Buyer (or its assignee) to purchase the Assets on the Closing Date or the Nonassignable Assets on any Post-Closing Transfer Date, as applicable, pursuant to the terms and conditions of this
Agreement) and (y) Seller shall be permitted to assign any of its rights or delegate any of its obligations under this Agreement to one or more of its Subsidiaries with the consent of any other party, provided that no such assignment
shall relieve the assigning party of its obligations under this Agreement. 

  
 - 26 - 








 11.10 Jurisdiction; Court Proceedings; Waiver of Jury Trial. 

Any Litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any
federal or state court located in the State of Delaware in New Castle County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such Litigation; provided, that a final judgment in any
such Litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may
ever have to the laying of venue of any such Litigation in any federal or state court located in the State of Delaware in New Castle County, (b) any claim that any such Litigation brought in any such court has been brought in an inconvenient
forum and (c) any claim that such court does not have jurisdiction with respect to such Litigation. To the extent that service of process by mail is permitted by applicable Law, each party irrevocably consents to the service of process in
any such Litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party irrevocably and unconditionally waives any right to a trial by jury and
agrees that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any Litigation. 

11.11 No Other Duties. 

The only duties and obligations of the parties under this Agreement are as specifically set forth in this Agreement, and no other duties or
obligations shall be implied in fact, Law or equity, or under any principle of fiduciary obligation. 
 11.12 Reliance on Counsel and
Other Advisors. 
 Each party has consulted such legal, financial, technical or other expert as it deems necessary or desirable before
entering into this Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement. 

11.13 Remedies. 
 All
remedies, either under this Agreement or by Law or otherwise afforded to the parties hereunder, shall be cumulative and not alternative, and any Person having any rights under any provision of this Agreement will be entitled to enforce such rights
specifically, to recover damages by reason of any breach of this Agreement and to exercise all other rights granted by Law, equity or otherwise. 

11.14 Specific Performance. 

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly, the parties agree that, in addition to any other remedies, each party shall be entitled to enforce the terms of this Agreement by a decree of specific performance


  
 - 27 - 








 
without the necessity of proving the inadequacy of money damages as a remedy. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. 

11.15 Counterparts. 

This Agreement may be executed by facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had
signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format”
(“.pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. 

11.16 Further Assurance. 

If at any time after the Closing any further action is necessary or desirable to fully effect the Contemplated Transactions or any other of
the Ancillary Documents, each of the parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request. 

(signature pages follow) 

  
 - 28 - 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and
delivered in its name and on its behalf, all as of the day and year first above written. 
  

			
	ATHENE ANNUITY AND LIFE COMPANY
	By: Athene Asset Management, L.P., its investment advisor
	By: AAM GP Ltd., its General Partner
		
	By:	 	/s/    James R. Belardi         
	Name:	 	James R. Belardi
	Title:	 	Chief Executive Officer


  

			
	ATHENE ANNUITY & LIFE ASSURANCE COMPANY
	By: Athene Asset Management, L.P., its investment advisor
	By: AAM GP Ltd., its General Partner
		
	By:	 	/s/    James R. Belardi         
	Name:	 	James R. Belardi
	Title:	 	Chief Executive Officer


 [Signature Page to Asset Purchase and Sale Agreement] 







 
			
	APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
		
	By:	 	/s/    Stuart A. Rothstein        
	Name:	 	Stuart A. Rothstein
	Title:	 	President and Chief Executive Officer


 [Signature Page to Asset Purchase and Sale Agreement] 







 EXHIBIT A 

Unallocated Assets 
  

			
	 CUSIP
	  	 DESCRIPTION

	04205TAA9	  	ARLP 2014-1 A
	07331GAA7	  	BOMFT 2014-15RP A
	07331HAA5	  	BOMFT 2014-16RP A
	07331NAA2	  	BOMFT 2015-A1
	12649YAA5	  	CSMC 2015-RPL2 A1A
	225470DV2	  	CSFB 0510 2A1 SR FIX
	23332UAP9	  	DSLA 04AR2 A1A FLT
	50219JAA8	  	LSTRZ 2015-9 A1
	61748HKG5	  	MSMLT 054 5A4 ACCDIRECT FIX
	70932GAA8	  	PNMAC 2015-NPL1 A1
	70932GAA8	  	PNMAC 2015-NPL1 A1
	74936SAA0	  	RCO 2015-NQM1 A
	74967DAA5	  	RMAT 2015-RPL1 A1
	76118TAA3	  	RMLTS 2014-NPL1 A1
	79548KZL5	  	SBM7 1998-AQ1 B1
	928706BC3	  	VOLT 2014-NPL8 A1
	004375DG3	  	ACMLT 052 M4 MEZZ SEQ FLT
	004421JK0	  	ACE 04HE4 M3 MEZZ SEQ FLT
	007036MQ6	  	ARM 057B 1A1 VARI
	00764MAC1	  	AABST 031 M1 MEZZ SEQ FLT
	00764MAC1	  	AABST 031 M1 MEZZ SEQ FLT
	02660TAN3	  	AHMIT 041 3A SR SEQ
	026933AA9	  	AHMIT 07SD1 4A FLT
	03072SC45	  	AMQ 05R4 M3 MEZZ SEQ FLT
	03072SC45	  	AMQ 05R4 M3 MEZZ SEQ FLT
	031733AF5	  	ARCT 041 M1 MEZZ SEQ FLT
	04541GPJ5	  	ABSC 05HE1 M2 MEZZ SEQ FLT
	04541GXB3	  	ABSC 06HE3 A4 SR SEQ FLT
	04541GXB3	  	ABSC 06HE3 A4 SR SEQ FLT
	04542BJY9	  	ABFC 04OPT5 A1 SR FLT
	04542BJY9	  	ABFC 04OPT5 A1 SR FLT
	04542BJY9	  	ABFC 04OPT5 A1 SR FLT
	04542BJY9	  	ABFC 04OPT5 A1 SR FLT
	04542BJY9	  	ABFC 04OPT5 A1 SR FLT
	073877AL6	  	BSABS 05SD1 2M1 SUB SEQ FLT
	07387ACK9	  	SAMI 055 A2 SR
	07387ACK9	  	SAMI 055 A2 SR
	12479DAC2	  	CBASS 06CB7 A3 SR SEQ FLT
	12489WGD0	  	CBASS 02CB6 M2V SUB SEQ FLT
	12489WGD0	  	CBASS 02CB6 M2V SUB SEQ FLT









			
	 CUSIP
	  	 DESCRIPTION

	12489WGD0	  	CBASS 02CB6 M2V SUB SEQ FLT
	12489WHY3	  	CBASS 04CB2 M1 SUB FLT
	126671PE0	  	CWABS 021 A SR SEQ FLT
	126671PE0	  	CWABS 021 A SR SEQ FLT
	126673VQ2	  	ENCORE 051 M2 SUB SEQ FLT
	126673VQ2	  	ENCORE 051 M2 SUB SEQ FLT
	126673VQ2	  	ENCORE 051 M2 SUB SEQ FLT
	12668A4B8	  	CWALT 05IM1 A1 SEQ FLT
	12668ACP8	  	CWALT 0551 2A1 FLT
	12669GKC4	  	CWHL 0425 1A5 FLT
	16678RCL9	  	CCFL 04B A1 SR FLT
	16678RFC6	  	CCFL 061 A2 SR FLT
	16678RFC6	  	CCFL 061 A2 SR FLT
	22540VHE5	  	CSFB 01HE25 M1 MEZZ FLT
	22540VHE5	  	CSFB 01HE25 M1 MEZZ FLT
	22540VHE5	  	CSFB 01HE25 M1 MEZZ FLT
	22540VHE5	  	CSFB 01HE25 M1 MEZZ FLT
	22541QU75	  	CSFB 03A28A 6M2 SUB FLT
	22541SJS8	  	CSFB 04AR5A M1 SUB SEQ FLT
	29256PAY0	  	ENCORE 054 M3 SUB SEQ FLT
	30246QBB8	  	FBRST 053 A24 SR SEQ FLT
	31659TCD5	  	FMIC 044 M3 MEZZ SEQ FLT
	32027NJT9	  	FFML 2004-FF5 A1
	32027NJT9	  	FFML 2004-FF5 A1
	32027NJT9	  	FFML 2004-FF5 A1
	36228F4K9	  	GSMSC 044 M2 MEZZ SEQ FLT
	36228FEW2	  	GSAMP 02NC1 M1 MEZZ SEQ FLT
	36228FN36	  	GSAMP 04FM2 M2 MEZZ SEQ FLT
	362429AC6	  	GSAMP 07HSB1 M2 SUB SEQ FLT
	36242DZQ9	  	GSMSC 054 M1 SUB SEQ FLT
	40430HBE7	  	HSIASC 05NC2 M1 MEZZ SEQ FLT
	41161PHC0	  	HMLT 048 24A FLT
	41161PHC0	  	HMLT 048 24A FLT
	41161PHC0	  	HMLT 048 24A FLT
	41161PJG9	  	HMLT 049 4A3 SR FLT
	41161PNN9	  	HMLT 055 11A SR FLT
	41161PWB5	  	HMLT 0513 2A1 FLT
	41161PXN8	  	HMLT 0515 312 FLT
	41161XAC0	  	HMLT 069 2AA SR FLT
	41162BAA1	  	HMLT 06SB1 A1A SR SEQ FLT
	41162BAA1	  	HMLT 06SB1 A1A SR SEQ FLT
	41162CAC5	  	HMLT 0610 21A SR FLT
	41164LAB5	  	HMLT 072 21A SR SEQ FLT


  
 - 32 - 









			
	 CUSIP
	  	 DESCRIPTION

	437084AV8	  	HEAT 041 M1 SUB SEQ FLT
	45254NKY2	  	IMPAC 049 1A2 SEQ FLT
	45254NRW9	  	IMPAC 058 2M2 MEZZ FLT
	45254TSS4	  	ISAC 052 A2D SR SEQ FLT
	45254TSS4	  	ISAC 052 A2D SR SEQ FLT
	45254TSS4	  	ISAC 052 A2D SR SEQ FLT
	45255RAC1	  	ISAC 063 A3 SEQ FLT
	45660LWD7	  	INDYMB 05AR18 21A FLT
	45660LWD7	  	INDYMB 05AR18 21A FLT
	45660LWD7	  	INDYMB 05AR18 21A FLT
	45660LWE5	  	INDYMB 05AR18 21B FLT
	45660N6S9	  	INDYMB 04AR11 2A SR VARI
	45660N6S9	  	INDYMB 04AR11 2A SR VARI
	45660N6S9	  	INDYMB 04AR11 2A SR VARI
	46626LBY5	  	JPMAC 05FRE1 2F4 SR FLT
	542514BZ6	  	LBMLT 021 M2 MEZZ WGTAVE SEQ V
	542514BZ6	  	LBMLT 021 M2 MEZZ WGTAVE SEQ V
	542514DU5	  	LBMLT 032 M1 MEZZ SEQ FLT
	542514DU5	  	LBMLT 032 M1 MEZZ SEQ FLT
	542514EX8	  	LBMLT 041 M4 MEZZ SEQ AVAILFUN
	542514EX8	  	LBMLT 041 M4 MEZZ SEQ AVAILFUN
	54910BAE1	  	LSITR 141 NTS SR AVAILFUNDS FL
	54910CAA7	  	LSITR 142 A SR SEQ AVAILFUNDS
	54910LAA7	  	LSTRZ 2015-8 A1
	54910LAA7	  	LSTRZ 2015-8 A1
	576434Y40	  	MASTR 06ALT1 A2 SEQ FLT
	576436BY4	  	MASD 2005-1 M2
	5899297K8	  	MLMI 04WMC1 M2 MEZZ FLT
	59020UC29	  	MLMI 05FM1 M1 MEZZ SEQ AVAILFU
	59020UW68	  	MLMI 05A9 5A1 VARI
	61744CAY2	  	MSABS 04NC1 M3 MEZZ SEQ FLT
	61744CMK9	  	MSABS 05NC1 M1 MEZZ FLT
	61744CMK9	  	MSABS 05NC1 M1 MEZZ FLT
	61746RGS4	  	MSABS 04WMC1 M1 MEZZ SEQ FLT
	61749LAF8	  	MSMLT 068ARB 2A1 VARI
	61913PAQ5	  	MORTIT 051 1A2 FLT
	64352VLM1	  	NCHE 053 M4 MEZZ SEQ FLT
	64352VLM1	  	NCHE 053 M4 MEZZ SEQ FLT
	65535VFM5	  	NOMURA 04AR3 M1 SUB SEQ FLT
	68389FCN2	  	OPT 024 M1 MEZZ SEQ FLT
	759950CA4	  	RHELT 041 AV1 SR SEQ FLT
	759950CC0	  	RHELT 041 AV3 SR SEQ FLT
	759950CC0	  	RHELT 041 AV3 SR SEQ FLT


  
 - 33 - 









			
	 CUSIP
	  	 DESCRIPTION

	76110WRE8	  	RASC 03KS3 A2 SR SEQ AVAILFUND
	76110WRE8	  	RASC 03KS3 A2 SR SEQ AVAILFUND
	76110WRE8	  	RASC 03KS3 A2 SR SEQ AVAILFUND
	76112BLL2	  	RAMP 05RS3 M4 MEZZ SEQ FLT
	81375WFJ0	  	SABRT 05FR4 M2 SUB SEQ FLT
	81375WFJ0	  	SABRT 05FR4 M2 SUB SEQ FLT
	81377CAC2	  	SABRT 06NC3 A2C SR SEQ FLT
	83611MCQ9	  	SOUND 051 M4 MEZZ FLT
	86358EEY8	  	SAILT 03BC13 2A3 SR FLT
	86358EEY8	  	SAILT 03BC13 2A3 SR FLT
	86358EJS6	  	SAIL 2004-6 A3
	86358EJS6	  	SAIL 2004-6 A3
	86358EKY1	  	SAILT 04BNC1 A5 SR SEQ FLT
	86358R5Y9	  	ARCT 02BC6 A2 SR SEQ FLT
	86360PAD9	  	SASC 06NC1 A4 SR SEQ FLT
	881561CZ5	  	TERMT 038HE M1 MEZZ SEQ FLT
	90350CAA8	  	USROF 2015-1A NOTE
	92922F7P7	  	WAMU 05AR17 1A1 FLT
	92922F7P7	  	WAMU 05AR17 1A1 FLT
	92922FL48	  	WAMU 05AR6 2B3 FLT
	92922FL48	  	WAMU 05AR6 2B3 FLT
	92922FL48	  	WAMU 05AR6 2B3 FLT
	92922FS58	  	WAMU 05AR8 1C3 SEQ FLT
	92922FTJ7	  	WAMU 04AR8 A1 SR FLT
	93363CAC3	  	WAMU 06AR7 3A FLT
	93363CAC3	  	WAMU 06AR7 3A FLT
	93363CAC3	  	WAMU 06AR7 3A FLT
	93363CAC3	  	WAMU 06AR7 3A FLT
	93363RAB2	  	WAMU 06AR13 2A FLT
	93363TAB8	  	WAMU 06AR11 2A FLT
	93363TAB8	  	WAMU 06AR11 2A FLT
	93363TAB8	  	WAMU 06AR11 2A FLT
	93363TAB8	  	WAMU 06AR11 2A FLT
	93363TAB8	  	WAMU 06AR11 2A FLT
	939336K28	  	WMMSC 03AR4 M MEZZ
	939336K28	  	WMMSC 03AR4 M MEZZ
	9497EUAJ6	  	WFHET 061 M2 SUB SEQ FLT
	9497EUAJ6	  	WFHET 061 M2 SUB SEQ FLT
	94980XAA2	  	WFMBS 03N 1A1 SR VARI
	94980XAA2	  	WFMBS 03N 1A1 SR VARI
	161546DM5	  	CHAML 024 IM1 MEZZ SEQ FIX
	576436BZ1	  	MASD 2005-1 M3
	749583AD2	  	RFMSI 07S2 A4 SR PAC FIX


  
 - 34 - 









			
	 CUSIP
	  	 DESCRIPTION

	00075XAE7	  	ABFC 06OPT2 A3C SR SEQ FLT
	00075XAE7	  	ABFC 06OPT2 A3C SR SEQ FLT
	00075XAE7	  	ABFC 06OPT2 A3C SR SEQ FLT
	00075XAE7	  	ABFC 06OPT2 A3C SR SEQ FLT
	004375DF5	  	ACMLT 052 M3 MEZZ SEQ FLT
	004421CG6	  	ACE 03HS1 M2 MEZZ FLT
	004421CG6	  	ACE 03HS1 M2 MEZZ FLT
	004421CG6	  	ACE 03HS1 M2 MEZZ FLT
	004421CH4	  	ACE 03HS1 M3 MEZZ FLT
	004421DL4	  	ACE 04FM1 M2 MEZZ SEQ FLT
	004421KM4	  	ACE 05SD1 M3 MEZZ SEQ FLT
	004421RG0	  	ACE 05HE5 M3 MEZZ SEQ FLT
	004421RG0	  	ACE 05HE5 M3 MEZZ SEQ FLT
	004427BN9	  	ACE 03OP1 M2 MEZZ SEQ FLT
	007034AD3	  	ARM 062B 132 VARI
	007034AD3	  	ARM 062B 132 VARI
	007036KC9	  	ARM 054A 2A1 SR VARI
	00764MCV7	  	AABST 044 M3 MEZZ SEQ FLT
	03072SA21	  	AMQ 05R3 M4 MEZZ SEQ AVAILFUND
	03072SA21	  	AMQ 05R3 M4 MEZZ SEQ AVAILFUND
	03072SA21	  	AMQ 05R3 M4 MEZZ SEQ AVAILFUND
	03072SJX4	  	AMQ 039 M2 MEZZ SEQ FLT
	03072SL94	  	AMQ 05R8 M2 MEZZ SEQ FLT
	03072SL94	  	AMQ 05R8 M2 MEZZ SEQ FLT
	03072SL94	  	AMQ 05R8 M2 MEZZ SEQ FLT
	03072SSM8	  	AMQ 04R6 M1 MEZZ SEQ FLT
	03072SYA7	  	AMQ 05R1 M3 MEZZ SEQ FLT
	040104BG5	  	AMQ 03W3 M2 MEZZ SEQ FLT
	040104BG5	  	AMQ 03W3 M2 MEZZ SEQ FLT
	040104BG5	  	AMQ 03W3 M2 MEZZ SEQ FLT
	040104FB2	  	AMQ 04W1 M2 MEZZ SEQ FLT
	040104FB2	  	AMQ 04W1 M2 MEZZ SEQ FLT
	04541GDS8	  	ABSC 03HE2 M1 MEZZ SEQ FLT
	04541GNA6	  	ABSC 04HE9 M1 MEZZ SEQ FLT
	04541GRP9	  	ABSC 05HE4 M5 MEZZ SEQ FLT
	04542BCL4	  	ABFC 03AHL1 M1 MEZZ SEQ FLT
	04542BCL4	  	ABFC 03AHL1 M1 MEZZ SEQ FLT
	04542BJP8	  	ABFC 04HE1 M1 SUB FLT
	04542BJP8	  	ABFC 04HE1 M1 SUB FLT
	04542BQA3	  	ABFC 05OPT1 M1 MEZZ SEQ FLT
	05946XXW8	  	BAFC 05EB 8A1 SEQ FLT
	05946XXW8	  	BAFC 05EB 8A1 SEQ FLT
	05946XXW8	  	BAFC 05EB 8A1 SEQ FLT


  
 - 35 - 









			
	 CUSIP
	  	 DESCRIPTION

	073877AP7	  	BSABS 05SD1 2M3 SUB SEQ FLT
	073879KR8	  	BSABS 04FR3 M2 SUB SEQ FLT
	073879KR8	  	BSABS 04FR3 M2 SUB SEQ FLT
	073879MS4	  	BSABS 04HE10 M2 SUB SEQ FLT
	073879MS4	  	BSABS 04HE10 M2 SUB SEQ FLT
	073879MS4	  	BSABS 04HE10 M2 SUB SEQ FLT
	073879NZ7	  	BSABS 04HE11 M2 SUB SEQ FLT
	073879NZ7	  	BSABS 04HE11 M2 SUB SEQ FLT
	073879NZ7	  	BSABS 04HE11 M2 SUB SEQ FLT
	073879NZ7	  	BSABS 04HE11 M2 SUB SEQ FLT
	073879NZ7	  	BSABS 04HE11 M2 SUB SEQ FLT
	073879RY6	  	BSABS 05HE3 M3 MEZZ FLT
	073881AD6	  	BSARM 073 2A1 VARI
	073882AA0	  	BSARM 064 1A1 VARI
	073888AQ2	  	BSABS 06SD3 231 SR FLT
	07388DAA6	  	BSARM 062 1A1 VARI
	07820QBM6	  	BMT 051 1A2 FLT
	07820QBM6	  	BMT 051 1A2 FLT
	07820QBQ7	  	BMT 051 4A SR
	12489WQW7	  	CMLT 06CB3 AV3 SR SEQ FLT
	126671YC4	  	CWABS 03BC2 M1 MEZZ SEQ FLT
	126671Z33	  	CWABS 041 M2 SUB FLT
	126673FJ6	  	CWABS 04SD3 A1 SEQ FLT
	126673FJ6	  	CWABS 04SD3 A1 SEQ FLT
	126673V25	  	CWABS 055 M3 SUB SEQ FLT
	17307G4Y1	  	CMLT 06HE1 M3 MEZZ SEQ FLT
	22540V2L5	  	CSFB 02HE16 M1 SUB SEQ FLT
	22540VBY7	  	CSFB 01HE20 M1 MEZZ SEQ FLT
	22541N4X4	  	CSFB 03A12A 3A1 SR FLT
	251510LF8	  	DALT 06AR1A 2A1 VARI
	294751EZ1	  	EQONE 043 M1 SUB SEQ FIX
	320278AC8	  	FFMLT 06FF8 2A3 SR SEQ FLT
	320278AC8	  	FFMLT 06FF8 2A3 SR SEQ FLT
	32027NGD7	  	FFMLT 04FF1 M2 MEZZ AVAILFUNDS
	32027NGD7	  	FFMLT 04FF1 M2 MEZZ AVAILFUNDS
	32027NXU0	  	FFMLT 05FF12 A2B SR SEQ FLT
	36242DAY9	  	GSAMP 04SD1 M2 MEZZ SEQ FLT
	40430HCA4	  	HSIASC 05OPT1 M1 MEZZ SEQ FLT
	40430HCA4	  	HSIASC 05OPT1 M1 MEZZ SEQ FLT
	40430HCA4	  	HSIASC 05OPT1 M1 MEZZ SEQ FLT
	40430KAF8	  	HSIASC 06OPT4 2A4 SR SEQ AVAIL
	40430KAF8	  	HSIASC 06OPT4 2A4 SR SEQ AVAIL
	40430KAF8	  	HSIASC 06OPT4 2A4 SR SEQ AVAIL


  
 - 36 - 









			
	 CUSIP
	  	 DESCRIPTION

	41161PKH5	  	HMLT 0411 3A3 SR FLT
	41161PUK7	  	HMLT 0511 2A FLT
	41161PUK7	  	HMLT 0511 2A FLT
	437084CF1	  	HEAT 043 M2 SUB SEQ FLT
	437084CF1	  	HEAT 043 M2 SUB SEQ FLT
	437084CF1	  	HEAT 043 M2 SUB SEQ FLT
	437084DX1	  	HEAT 045 M2 SUB SEQ FLT
	437084LQ7	  	HEAT 054 M5 SUB SEQ FLT
	437084LQ7	  	HEAT 054 M5 SUB SEQ FLT
	43708AAV4	  	INDYHE 05A M5 SUB SEQ FLT
	43709XAD3	  	INDYHE 06E 2A2 SR SEQ FLT
	43709XAD3	  	INDYHE 06E 2A2 SR SEQ FLT
	43709XAD3	  	INDYHE 06E 2A2 SR SEQ FLT
	43709XAE1	  	INDYHE 06E 2A3 SR SEQ FLT
	43709XAE1	  	INDYHE 06E 2A3 SR SEQ FLT
	43709XAE1	  	INDYHE 06E 2A3 SR SEQ FLT
	437690AM2	  	HSMAC 042 AV2 FLT
	45254NPV3	  	IMPAC 055 A2 SEQ FLT
	45254NPV3	  	IMPAC 055 A2 SEQ FLT
	45254TTZ7	  	ISAC 061 2M2 MEZZ SEQ FLT
	46629CAA5	  	JPMT 06A5 1A1 SR VARI
	46629CAA5	  	JPMT 06A5 1A1 SR VARI
	52524VAQ2	  	LHXSTR 0715N 4A1 SEQ FLT
	52525LAT7	  	LHXSTR 0714H A2A SEQ FLT
	542514BA1	  	LBMLT 013 M1 MEZZ SEQ FLT
	542514BY9	  	LBMLT 021 2M1 MEZZ SEQ FLT
	542514CK8	  	LBMLT 022 M2 MEZZ WGTAVE SEQ F
	542514CK8	  	LBMLT 022 M2 MEZZ WGTAVE SEQ F
	542514CK8	  	LBMLT 022 M2 MEZZ WGTAVE SEQ F
	542514HU1	  	LBMLT 044 M2 MEZZ SEQ FLT
	542514HV9	  	LBMLT 044 M3 MEZZ SEQ AVAILFUN
	542514JL9	  	LBMLT 046 A3 SUB FLT
	542514JL9	  	LBMLT 046 A3 SUB FLT
	542514JL9	  	LBMLT 046 A3 SUB FLT
	57643LDZ6	  	MASTR 04FRE1 M6 MEZZ SEQ FLT
	57645RAA9	  	MASTR 07HF1 A1 SEQ FLT
	59020UKZ7	  	MLMI 04HE2 M1 MEZZ SEQ FLT
	59020UKZ7	  	MLMI 04HE2 M1 MEZZ SEQ FLT
	59020UKZ7	  	MLMI 04HE2 M1 MEZZ SEQ FLT
	59023JAA5	  	MLMI 06SD1 A SR FLT
	59023JAA5	  	MLMI 06SD1 A SR FLT
	59023JAA5	  	MLMI 06SD1 A SR FLT
	59023JAA5	  	MLMI 06SD1 A SR FLT


  
 - 37 - 









			
	 CUSIP
	  	 DESCRIPTION

	59023JAA5	  	MLMI 06SD1 A SR FLT
	59023JAA5	  	MLMI 06SD1 A SR FLT
	59023JAA5	  	MLMI 06SD1 A SR FLT
	61744CAX4	  	MSABS 04NC1 M2 MEZZ SEQ FLT
	61744CAX4	  	MSABS 04NC1 M2 MEZZ SEQ FLT
	61744CAX4	  	MSABS 04NC1 M2 MEZZ SEQ FLT
	61744CHB5	  	MSABS 04HE8 M2 MEZZ SEQ FLT
	617451EF2	  	MSCI 06NC2 A2D SR SEQ FLT
	61746RAB7	  	MSDWC 02HE3 M1 MEZZ SEQ FLT
	61746RAB7	  	MSDWC 02HE3 M1 MEZZ SEQ FLT
	73316PAH3	  	POPABS 044 M1 SUB SEQ FIX
	73316PAH3	  	POPABS 044 M1 SUB SEQ FIX
	73316PAH3	  	POPABS 044 M1 SUB SEQ FIX
	74161BAL9	  	PRIMT 061 3A1 SR FLT
	74932FAA2	  	RBSSP 2013-4 1A1
	760985D73	  	RAMP 03RS10 M21 MEZZ SEQ FLT
	760985D73	  	RAMP 03RS10 M21 MEZZ SEQ FLT
	76112BFJ4	  	RAMP 04RS12 M23 MEZZ SEQ FLT
	81375WBP0	  	SABRT 04OP2 M2 MEZZ SEQ FLT
	81375WBP0	  	SABRT 04OP2 M2 MEZZ SEQ FLT
	81375WBP0	  	SABRT 04OP2 M2 MEZZ SEQ FLT
	83612MAF4	  	SOUND 06WF2 M1 MEZZ SEQ FLT
	83613AAQ5	  	SOUND 07OPT4 2A2 SR SEQ FLT
	83613AAQ5	  	SOUND 07OPT4 2A2 SR SEQ FLT
	83613DAC0	  	SOUND 07OPT2 2A2 SR SEQ FLT
	83613DAC0	  	SOUND 07OPT2 2A2 SR SEQ FLT
	863572B69	  	SASC 99SP1 M1 MEZZ SEQ FLT
	863572B69	  	SASC 99SP1 M1 MEZZ SEQ FLT
	863572B69	  	SASC 99SP1 M1 MEZZ SEQ FLT
	86358RE29	  	SASC 2002-8A 7A1
	86358RE29	  	SASC 2002-8A 7A1
	86358RE29	  	SASC 2002-8A 7A1
	86358RE29	  	SASC 2002-8A 7A1
	86358RE29	  	SASC 2002-8A 7A1
	86359LQU6	  	SAMI 05AR7 6A1 FLT
	86361GAC0	  	SASC 06BC2 A3 SR SEQ FLT
	9497EAAD3	  	WFHET 062 A4 SR SEQ FLT
	9497EAAD3	  	WFHET 062 A4 SR SEQ FLT
	94981PAH3	  	WFHET 052 M5 MEZZ SEQ FLT
	07324NAB9	  	BAYCAT 063 A2 SR SEQ FLT
	07324NAB9	  	BAYCAT 063 A2 SR SEQ FLT
	07324SCC4	  	BAYCAT 053 A2 SR FLT
	07324SCC4	  	BAYCAT 053 A2 SR FLT


  
 - 38 - 









			
	 CUSIP
	  	 DESCRIPTION

	07324SCC4	  	BAYCAT 053 A2 SR FLT
	07324SCC4	  	BAYCAT 053 A2 SR FLT
	07324SCS9	  	BAYCAT 054 A2 SR SEQ FLT
	07324SDF6	  	BAYCAT 061 A2 SR SEQ FLT
	07325BAC2	  	BAYCAT 064 A2 SR SEQ AVAILFUND
	07325BAC2	  	BAYCAT 064 A2 SR SEQ AVAILFUND
	07325BAC2	  	BAYCAT 064 A2 SR SEQ AVAILFUND
	07325BAC2	  	BAYCAT 064 A2 SR SEQ AVAILFUND
	92258BAA9	  	VCC 2011-1 NOTE
	92258LAA7	  	VCC 2014-1 A


  
 - 39 - 








 EXHIBIT A-1 

Athene Iowa Asset Schedule 
 None. 







 EXHIBIT A-2 

Athene Delaware Asset Schedule 
 None. 







 SCHEDULE 1 

Pricing Methodology 
 The
consideration to be paid to Seller for each Asset shall be calculated as of the Closing Date (or, in the case of any Nonassignable Asset, the applicable Post-Closing Transfer Date) on a consistent basis with the methodologies and calculations set
forth in the example attached to this Schedule 1, which is based on the carrying value of each Asset as of the Pricing Date, multiplied by 99.425% (100% – 0.575%). The “Market/Book Value at Pricing Date” shall be determined as of the
Pricing Date in accordance with the methodologies set forth on Schedule C to the Merger Agreement. The attached example uses February 19, 2016 as the hypothetical Pricing Date. 







 SCHEDULE 2.2(b) 

Sale and Purchase of Assets Prior to Closing 

Reference is made to Schedule 6.18 to the Merger Agreement (the “Investment Guidelines”). 

No security may be added to Exhibit A or Exhibit A-1 or A-2 without the Buyer Representative’s written consent unless (1) such
security constitutes an In Guideline Non-Agency Asset (as defined in the Investment Guidelines) that has been acquired by AMTG in accordance with Section 4 of the Investment Guidelines and (2) the addition of such security to such exhibit
would not result in the aggregate market value of the Assets exceeding $1.3 billion. 
 If Seller requests to add a security to Exhibit A or
Exhibit A-1 or A-2 that cannot be so added without the Buyer Representative’s written consent, the Buyer Representative will be required to consider such request in good faith; provided, however, in no event will the
Buyer Representative be required to consent to such an addition if it would result in the aggregate market value of the Assets exceeding $1.3 billion. 
 No
security may be removed from Exhibit A or Exhibit A-1 or A-2 without the Buyer Representative’s written consent if the removal of such security from such exhibit would result in the aggregate market value of the Assets
being less than $1.0 billion; provided, however, that notwithstanding the foregoing, any Asset may be removed from Exhibit A or Exhibit A-1 or A-2 without the Buyer Representative’s written consent if such Asset was
disposed of by AMTG in accordance with Section 4.c. of the Investment Guidelines. 







 SCHEDULE 3.3 

No Violation 
 1. All agreements
and related documents set forth in Schedule 3.4(b). 







 SCHEDULE 3.4(a) 

Authorization and Consents 
  

	1.	Master Repurchase and Securities Contract, dated as of May 4, 2012, as amended by Amendment Number 1 to Master Repurchase and Securities Contract, dated as of April 29, 2013, Amendment Number 2 to Master
Repurchase and Securities Contract, dated as of May 21, 2014, Amendment Number 3 to Master Repurchase and Securities Contract, dated as of May 26, 2015, and Amendment Number 4 to Master Repurchase and Securities Contract, dated as of
August 4, 2015, each by and among Wells Fargo Bank National Association and ARM I, LLC, ARM II, LLC, ARM Operating, LLC, ARM I QRS, Inc., and Apollo Residential Mortgage, Inc. (collectively, the “Wells Fargo Repurchase Agreement”) and
related documents. 

  

	2.	Guarantee, by the Company in favor of Wells Fargo Bank, N.A., dated as of May 4, 2012 and relating to the Wells Fargo Repurchase Agreement. 


 

	3.	Master Repurchase Agreement, by and between Wells Fargo Bank, N.A. and ARM I, LLC, dated as of July 27, 2011 (“Wells Fargo-ARM I Repurchase Agreement”). 


 

	4.	Guarantee, by the Company and in favor of Wells Fargo Bank, N.A., dated as of July 27, 2011 and relating to the Wells Fargo-ARM I Repurchase Agreement. 


 

	5.	Master Repurchase Agreement, by and between Wells Fargo Bank, N.A. and ARM II, LLC, dated as of July 27, 2011 (“Wells Fargo-ARM II Repurchase Agreement”). 


 

	6.	Guarantee, by the Company and in favor of Wells Fargo Bank, N.A., dated as of July 27, 2011 and relating to the Wells Fargo-ARM II Repurchase Agreement. 


 

	7.	Master Repurchase Agreement, by and between Wells Fargo Securities, LLC and ARM I, LLC, dated as of July 27, 2011 (“WFS-ARM I Repurchase Agreement”). 


 

	8.	Guarantee, by the Company and in favor of Wells Fargo Securities, LLC, dated as of July 27, 2011 and relating to the WFS-ARM I Repurchase Agreement. 








 SCHEDULE 3.4(b) 

Repurchase Agreements 
  

	1.	Master Repurchase Agreement, by and between Barclays Capital Inc. and ARM I, LLC, dated as of September 6, 2011 (“Barclays-ARM I Repurchase Agreement”). 


 

	2.	Guarantee, by the Company in favor of Barclays Capital Inc., dated as of September 13, 2011 and relating to the Barclays-ARM I Repurchase Agreement. 


 

	3.	Master Repurchase Agreement, by and between Barclays Capital Inc. and ARM II, LLC, dated as of September 6, 2011 (“Barclays-ARM II Repurchase Agreement”). 


 

	4.	Guarantee, by the Company in favor of Barclays Capital Inc., dated as of September 6, 2011 and relating to the Barclays-ARM II Repurchase Agreement. 


 

	5.	Master Repurchase Agreement, by and between Citigroup Global Markets Inc. and ARM I, LLC, dated as of July 27, 2011 (“Citigroup-ARM I Repurchase Agreement”). 


 

	6.	Guarantee, by the Company in favor of Citigroup Global Markets Inc., dated as of July 27, 2011 and relating to the Citigroup-ARM I Repurchase Agreement. 


 

	7.	Master Repurchase Agreement, by and between Citigroup Global Markets Inc. and ARM II, LLC, dated as of July 27, 2011 (the “Citigroup-ARM II Repurchase Agreement”). 


 

	8.	Guarantee, by the Company in favor of Citigroup Global Markets Inc., dated as of July 27, 2011 and relating to the Citigroup-ARM II Repurchase Agreement. 


 

	9.	Master Repurchase Agreement, by and between Credit Suisse Securities (USA) LLC and ARM II SPE, LLC, dated as of January 30, 2013 (“CS-ARM II SPE Repurchase Agreement”). 


 

	10.	Guaranty, by the Company and ARM II, LLC in favor of Credit Suisse Securities (USA) LLC, dated as of January 30, 2013 and relating to the CS-ARM II SPE Repurchase Agreement. 


 

	11.	Master Repurchase Agreement, by and between Credit Suisse Securities (USA) LLC and ARM I, LLC, dated as of July 27, 2011 (“CS-ARM I Repurchase Agreement”). 


 

	12.	Master Repurchase Agreement, by and between Credit Suisse Securities (USA) LLC and ARM II, LLC, dated as of July 27, 2011 (“CS-ARM II Repurchase Agreement”). 


 

	13.	Guaranty, by the Company in favor of Credit Suisse Securities (USA) LLC, dated as of July 27, 2011 and relating to the CS-ARM I Repurchase Agreement and the CS-ARM II Repurchase Agreement. 









	14.	Master Repurchase Agreement, by and between Goldman, Sachs & Co. and ARM I, LLC, dated as of July 28, 2011 (“GS-ARM I Repurchase Agreement”). 


 

	15.	Master Repurchase Agreement, by and between Goldman, Sachs & Co. and ARM II, LLC, dated as of July 28, 2011 (“GS-ARM II Repurchase Agreement”). 


 

	16.	Guarantee, by the Company in favor of Goldman, Sachs & Co., dated as of July 28, 2011 and relating to the GS-ARM I Repurchase Agreement and the GS-ARM II Repurchase Agreement. 


 

	17.	Master Repurchase Agreement, dated as of July 27, 2011, as amended by Amendment to Master Repurchase Agreement, dated as of September 20, 2011 and Amendment Number Two to Master Repurchase Agreement, by and
between J.P. Morgan Securities LLC and ARM I, LLC, dated as of January 3, 2012, each, by and between J.P. Morgan Securities LLC and ARM I, LLC, (collectively, “JPM-ARM I Repurchase Agreement”). 


 

	18.	Guarantee, by the Company, ARM Operating, LLC and ARM II, LLC in favor of J.P. Morgan Securities LLC, dated as of July 27, 2011 and relating to the JPM-ARM I Repurchase Agreement. 


 

	19.	Master Repurchase Agreement, dated as of July 27, 2011, as amended by, Amendment to Master Repurchase Agreement, dated as of September 20, 2011 and Amendment Number Two to Master Repurchase Agreement, dated as
of January 3, 2012, each, by and between J.P. Morgan Securities LLC and ARM II, LLC (“JPM-ARM II Repurchase Agreement”). 

  

	20.	Guarantee, by the Company, ARM Operating, LLC and ARM II, LLC in favor of J.P. Morgan Securities LLC, dated as of July 27, 2011 and relating to the JPM-ARM II Repurchase Agreement. 


 

	21.	Master Repurchase Agreement, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated and ARM I, LLC, dated as of August 2, 2011 (“ML-ARM I Repurchase Agreement”).


  

	22.	Guarantee, by the Company in favor of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of August 2, 2011 and relating to the ML-ARM I Repurchase Agreement. 


 

	23.	Master Repurchase Agreement, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated and ARM II, LLC, dated as of August 2, 2011 (“ML-ARM II Repurchase Agreement”).


  

	24.	Guarantee, by the Company in favor of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of August 2, 2011 and relating to the ML-ARM II Repurchase Agreement. 









	25.	Master Repurchase Agreement, dated as of July 27, 2011 as amended by Amendment Number One dated as of July 30, 2012, each by and between Nomura Securities International, Inc. and ARM I, LLC,
(“Nomura-ARM I Repurchase Agreement”). 

  

	26.	Guarantee, by the Company in favor of Nomura Securities International, Inc., dated as of July 27, 2011 and relating to the Nomura-ARM I Repurchase Agreement. 


 

	27.	Master Repurchase Agreement, dated as of August 24, 2011 as amended by Amendment dated as of August 24, 2011, each by and between BNP Paribas Securities Corporation and ARM I, LLC (“BNP-ARM I
Repurchase Agreement”). 

  

	28.	Guarantee, by the Company, ARM Operating, LLC, and ARM II, LLC in favor of BNP Paribas Securities Corporation, dated as of August 24, 2011 and relating to the BNP-ARM I Repurchase Agreement. 


 

	29.	Master Repurchase Agreement, dated as of August 24, 2011, as amended by Amendment dated as of May 20, 2015, each by and between BNP Paribas Securities Corporation and ARM II, LLC (“BNP-ARM II
Repurchase Agreement”). 

  

	30.	Guarantee, by the Company, ARM Operating, LLC, and ARM I, LLC in favor of BNP Paribas Securities Corporation, dated as of August 24, 2011 and relating to the BNP-ARM II Repurchase Agreement. 


 

	31.	Master Repurchase Agreement, by and between RBC (Barbados) Trading Bank Corporation and ARM II, LLC, dated as of October 28, 2013 (“RBCB-ARM II Repurchase Agreement”). 


 

	32.	Guarantee, by the Company and ARM II, LLC in favor of RBC (Barbados) Trading Bank Corporation, dated as of October 28, 2013 and relating to the RBCB-ARM II Repurchase Agreement. 


 

	33.	Master Repurchase Agreement, by and between Royal Bank of Canada and ARM I, LLC, dated as of July 13, 2012 (“RBC-ARM I Repurchase Agreement”), and Amendment Number One dated as of July 13,
2012. 

  

	34.	Guarantee, by the Company and ARM II, LLC in favor of Royal Bank of Canada, dated as of July 13, 2012 and relating to the RBC-ARM I Repurchase Agreement. 


 

	35.	Master Repurchase Agreement, by and between Royal Bank of Canada and ARM II, LLC, dated as of July 13, 2012 (“RBC-ARM II Repurchase Agreement”), and Amendment Number One dated as of July 13,
2012. 

  

	36.	Guarantee, by the Company and ARM I, LLC in favor of Royal Bank of Canada, dated as of July 13, 2012 and relating to the RBC-ARM II Repurchase Agreement. 


 

	37.	 Global Master Repurchase Agreement, by and among UBS AG, London Branch, ARM I, LLC, ARM II, LLC and ARM II SPE,
LLC, dated as of August 11, 2014 (the “UBS 










	 	
Repurchase Agreement”) and related Confirmation, by and among UBS AG, London Branch, ARM I, LLC, ARM II, LLC and ARM II SPE, LLC, dated as of August 11, 2014 (the
“Confirmation”). 

  

	38.	Guarantee, by the Company in favor of UBS AG, London Branch, dated as of August 11, 2014 and relating to the UBS Repurchase Agreement. 


 

	39.	Master Repurchase Agreement, by and between UBS Securities LLC and ARM I, LLC, dated as of January 5, 2012 (“UBS-ARM I Repurchase Agreement”). 


 

	40.	Master Repurchase Agreement, by and between UBS Securities LLC and ARM II, LLC (“UBS-ARM II Repurchase Agreement”). 


 

	41.	Guarantee, by the Company and in favor of UBS Securities LLC and relating to the UBS-ARM I Repurchase Agreement and UBS-ARM II Repurchase Agreement. 


 

	42.	Master Repurchase and Securities Contract, dated as of May 4, 2012, as amended by Amendment Number 1 to Master Repurchase and Securities Contract, dated as of April 29, 2013, Amendment Number 2 to Master
Repurchase and Securities Contract, dated as of May 21, 2014, Amendment Number 3 to Master Repurchase and Securities Contract, dated as of May 26, 2015, and Amendment Number 4 to Master Repurchase and Securities Contract, dated as of
August 4, 2015, each by and among Wells Fargo Bank National Association and ARM I, LLC, ARM II, LLC, ARM Operating, LLC, ARM I QRS, Inc., and Apollo Residential Mortgage, Inc. (collectively, the “Wells Fargo Repurchase Agreement”) and
related documents. 

  

	43.	Guarantee, by the Company in favor of Wells Fargo Bank, N.A., dated as of May 4, 2012 and relating to the Wells Fargo Repurchase Agreement. 


 

	44.	Master Repurchase Agreement, by and between Wells Fargo Bank, N.A. and ARM I, LLC, dated as of July 27, 2011 (“Wells Fargo-ARM I Repurchase Agreement”). 


 

	45.	Guarantee, by the Company and in favor of Wells Fargo Bank, N.A., dated as of July 27, 2011 and relating to the Wells Fargo-ARM I Repurchase Agreement. 


 

	46.	Master Repurchase Agreement, by and between Wells Fargo Bank, N.A. and ARM II, LLC, dated as of July 27, 2011 (“Wells Fargo-ARM II Repurchase Agreement”). 


 

	47.	Guarantee, by the Company and in favor of Wells Fargo Bank, N.A., dated as of July 27, 2011 and relating to the Wells Fargo-ARM II Repurchase Agreement. 


 

	48.	Master Repurchase Agreement, by and between Wells Fargo Securities, LLC and ARM I, LLC, dated as of July 27, 2011 (“WFS-ARM I Repurchase Agreement”). 


 

	49.	Guarantee, by the Company and in favor of Wells Fargo Securities, LLC, dated as of July 27, 2011 and relating to the WFS-ARM I Repurchase Agreement.